Energy Services of America CORP 10-K

ITEM 9A. Controls and Procedures ​ Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that Energy Services files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. ​ 34 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has used the framework set forth in the report entitled “Internal Control–Integrated Framework 2013” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has not identified any material weakness in the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2024. Changes in Internal Controls Over Financial Reporting There has been no change in the Company’s internal control over financial reporting during the Company’s fourth quarter of fiscal year 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Attestation Report of Registered Public Accounting Firm Urish Popeck & Co., LLC, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an attestation report on our internal control over financial reporting. Such report is included in Item 8 of this Annual Report and incorporated by reference herein. ITEM 9B. Other Information ​ During the fourth fiscal quarter of 2024, n o n e of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations. ​ ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. ​ Not Applicable. ​ 35 Table of Contents PART III ​ ITEM 10. Directors, Executive Officers and Corporate Governance ​ The Company has adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics was previously filed as an exhibit to our Registration Statement on Form S-1. A copy of the Code will be furnished without charge upon written request to the Corporate Secretary, Energy Services of America Corporation, 75 West 3 rd Ave., Huntington, West Virginia 25701. The information contained under the sections captioned “Proposal I – Election of Directors” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of September 30, 2024 (the “Proxy Statement”) is incorporated herein by reference. ​ ITEM 11. Executive Compensation ​ The information contained under the section captioned “Proposal I – Election of Directors – Executive and Director Compensation” in the definitive Proxy Statement is incorporated herein by reference. ​ ​ ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ​ (a) Securities Authorized for issuance under Stock-Based Compensation Plans The following table presents certain information regarding our Equity Compensation Plan in effect as of September 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ Number of securities to be ​ Number of securities ​ ​ issued upon exercise of ​ Weighted average ​ remaining available for Plan ​ outstanding options and rights ​ exercise price ​ issuance under plan Equity compensation plans approved by stockholders — — 1,435,439 Equity compensation plans not approved by stockholders — — — Total — — 1,435,439 ​ (b) Security Ownership of Certain Beneficial Owners The information required by this item is incorporated herein by reference to the section captioned “Security Ownership of Certain Beneficial Owners” in the Proxy Statement. (c) Security Ownership of Management The information required by this item is incorporated herein by reference to the section captioned “Proposal I – Election of Directors” in the Proxy Statement. (d) Changes in Control The management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant. ​ ​ ​ ITEM 13. Certain Relationships and Related Transactions, and Director Independence ​ The information required by this item is incorporated herein by reference to the sections captioned “Proposal I – Election of Directors – Certain Relationships and Related Transactions” and “– Board Independence” of the Proxy Statement. ​ ITEM 14. Principal Accountant Fees and Services ​ The information required by this item is incorporated herein by reference to the section captioned “Proposal II – Ratification of Independent Registered Public Accounting Firm” of the Proxy Statement. ​ 36 Table of Contents PART IV ​ ITEM 15. Exhibits and Financial Statement Schedules ​ The exhibits and financial statement schedules filed as a part of this Annual Report on Form 10-K are as follows: ​ ​ (a)(1) Consolidated Financial Statements ​ ​ ​ Energy Services of America Corporation ​ ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID 1013 ) ​ F-1 ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID 23 ) ​ F-4 ​ ​ Consolidated Balance Sheets, September 30, 2024 and September 30, 2023 . ​ F-5 ​ ​ Consolidated Statements of Income, Years Ended September 30, 2024 and September 30, 2023 . ​ F-6 ​ ​ Consolidated Statements of Cash Flows, Years Ended September 30, 2024 and September 30, 2023 . ​ F-7 ​ ​ Consolidated Statements of Changes in Shareholders’ Equity, Years Ended September 30, 2024 and September 30, 2023 . ​ F-8 ​ ​ Notes to Consolidated Financial Statements . ​ F-9 (a)(2) ​ Consolidated Financial Statement Schedules ​ ​ ​ ​ No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes. ​ ​ (a)(3) ​ Exhibits ​ ​ ​ ​ 37 Table of Contents Exhibit No. Description 2.1 ​ Asset Purchase Agreement dated October 30, 2024 (9) 3.1 ​ Amended and Restated Certificate of Incorporation (1) 3.2 ​ Bylaws (1) 3.3 ​ Certificate of Amendment to the Registrant’s Certificate of Incorporation (1) 3.4 ​ Certificate of Designations Series A Preferred Stock (4) 4.1 ​ Form of Certificate of Common Stock (1) 4.2 ​ Description of Common Stock (5) 10.1 ​ Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (1) 10.2 ​ Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders (1) 10.3 ​ Form of Letter Agreement between Chapman Printing Co. and the Registrant regarding administrative support (1) 10.4 ​ Form of Amended Registration Rights Agreement among the Registrant and the Initial Stockholders (1) 10.5 ​ Energy Services of America Corporation Employee Stock Purchase Plan (2) 10.6 ​ Energy Services of America Corporation 2022 Equity Incentive Plan (7) 14 ​ Code of Ethics (1) 16.1 ​ Letter disclosing combination dated November 1, 2021, from Baker Tilly US, LLP (6) 16.2 ​ Letter of Agreement dated November 1, 2021, from Baker Tilly US, LLP (6) 16.3 ​ Letter of Baker Tilly US, LLP dated February 20, 2024 (8) 19 ​ Insider Trading Policy 21 ​ List of subsidiaries 23.1 ​ Consent of Urish Popeck & Co., LLC 23.2 ​ Consent of Baker Tilly US, LLP 31.1 ​ Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 ​ Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 ​ Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 ​ Policy Related to Recovery of Erroneously Awarded Compensation 101.INS ​ XBRL Instance Document 101.SCH ​ XBRL Taxonomy Extension Schema Document 101.CAL ​ XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF ​ XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ​ XBRL Taxonomy Extension Label Linkbase Document 101.PRE ​ XBRL Taxonomy Extension Presentation Linkbase Document (1) Incorporated by reference to the Registration Statement on Form S-1 of Energy Services of America Corp. (file no. 333-133111), originally filed with the Securities and Exchange Commission on April 7, 2006, as amended. (2) Filed as Appendix A to the Schedule 14-A filed with the Securities and Exchange Commission on October 16, 2008. (3) Filed as Appendix A to the Schedule 14-A filed with the Securities and Exchange Commission on July 2, 2010. (4) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2013. (5) Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2019. (6) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2021. (7) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2022. (8) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2024. (9) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2024. ​ (b) The exhibits listed under (a)(3) above are filed herewith. (c) Not applicable. ​ ITEM 16. Form 10-K Summary ​ None. ​ 38 Table of Contents ​ SIGNATURES ​ Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ENERGY SERVICES OF AMERICA CORPORATION ​ ​ ​ Date: December 19, 2024 By: /s/ Douglas V. Reynolds ​ ​ Douglas V. Reynolds ​ ​ President and Chief Executive Officer ​ ​ (Duly Authorized Representative) ​ Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. ​ ​ Name Position Date ​ ​ ​ ​ ​ ​ By /s/ Marshall T. Reynolds ​ Chairman of the Board ​ December 19, 2024 ​ Marshall T. Reynolds ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By /s/ Jack Reynolds ​ Director ​ December 19, 2024 ​ Jack R. Reynolds ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By /s/ Charles P. Crimmel ​ Chief Financial Officer ​ December 19, 2024 ​ Charles P. Crimmel ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ ​ By /s/ Amy E. Abraham ​ Director ​ ​ ​ Amy E. Abraham ​ ​ ​ December 19, 2024 ​ ​ ​ ​ ​ ​ By /s/ Joseph L. Williams ​ Director ​ December 19, 2024 ​ Joseph L. Williams ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By /s/ Mark S. Prince ​ Director ​ December 19, 2024 ​ Mark S. Prince ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By /s/ Frank S. Lucente ​ Director ​ December 19, 2024 ​ Frank S. Lucente ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By /s/ Patrick J. Farrell ​ Director ​ December 19, 2024 ​ Patrick J. Farrell ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By /s/ Douglas V. Reynolds ​ President and Chief ​ December 19, 2024 ​ Douglas V. Reynolds ​ Executive Officer, and Director ​ ​ ​ ​ ​ (Principal Executive Officer) ​ ​ ​ ​ ​ 39 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Energy Services of America Corporation Huntington, West Virginia ​ Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Energy Services of America Corporation (the “Company”) as of September 30, 2024, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 19, 2024 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition Critical Audit Matter Description The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Significant judgment is exercised by the Company in determining revenue recognition for customer agreements, and include the pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation. F-1 Table of Contents The related audit effort in evaluating management’s judgments in determining revenue recognition for customer agreements required a high degree of auditor judgment. How the Critical Audit Matter was Addressed in the Audit The primary procedures we performed to address this critical audit matter included: ● Evaluated the Company’s estimated revenue and costs to complete by obtaining and analyzing supporting documentation of management’s estimates of variable consideration and contract costs. ● Compared contract profitability estimates in the current year to historical estimates and actual performance. ● Tested samples of completed and in-process contracts and contract transactions by inspecting the underlying customer contracts, contract billing data, and contract cost source documentation, and evaluated the Company’s recognition of contract assets, liabilities, revenue, and costs of revenue in accordance with the Company’s revenue recognition policy. /s/ Urish Popeck & Co., LLC We have served as the Company's auditor since 2024. Pittsburgh, PA ​ December 19, 2024 ​ F-2 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Energy Services of America Corporation Huntington, West Virginia ​ Opinion on Internal Control over Financial Reporting We have audited Energy Services of America Corporation’s (the “Company’s”) internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of September 30, 2024, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes and our report dated December 19, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Controls and Procedures. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Urish Popeck & Co., LLC Pittsburgh, PA December 19, 2024 ​ F-3 Table of Contents ​ ​ Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Energy Services of America Corporation Huntington, West Virginia ​ Opinion on the Consolidated Financial Statements ​ We have audited the accompanying consolidated balance sheet of Energy Services of America Corporation and subsidiaries (the Company) as of September 30, 2023, and the related consolidated statements of income, changes in shareholders’ equity and cash flows, for the year ended September 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of their operations and their cash flows for the year ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion ​ These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. ​ ​ /s/ Baker Tilly US, LLP ​ We served as the Company’s auditor from 2008 to 2024. ​ Pittsburgh, Pennsylvania January 16, 2024 ​ F-4 Table of Contents ENERGY SERVICES OF AMERICA CORPORATION CONSOLIDATED BALANCE SHEETS As of September 30, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Assets ​ ​ ​ ​ Current assets ​ ​ ​ ​ Cash and cash equivalents ​ $ 12,926,036 ​ $ 16,431,572 Accounts receivable-trade ​ 56,802,844 ​ 51,219,958 Allowance for doubtful accounts ​ ( 738,526 ) ​ ( 51,063 ) Retainages receivable ​ 11,704,281 ​ 7,589,749 Other receivables ​ 1,047,952 ​ 516,968 Contract assets ​ 24,595,792 ​ 15,955,220 Prepaid expenses and other ​ 4,088,550 ​ 3,520,178 Total current assets ​ 110,426,929 ​ 95,182,582 ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, at cost ​ 91,885,621 ​ 84,329,349 less accumulated depreciation ​ ( 53,749,907 ) ​ ( 47,799,840 ) Total fixed assets ​ 38,135,714 ​ 36,529,509 ​ ​ ​ ​ ​ ​ ​ Right-of-use assets-operating leases ​ ​ 2,531,227 ​ ​ 3,326,405 Intangible assets, net ​ ​ 3,065,576 ​ ​ 3,383,099 Goodwill ​ ​ 4,087,554 ​ ​ 4,087,554 ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 158,247,000 ​ $ 142,509,149 ​ ​ ​ ​ ​ ​ ​ Liabilities and shareholders’ equity ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ Current maturities of long-term debt ​ $ 6,372,915 ​ $ 6,107,277 Current maturities of lines of credit and short-term borrowings ​ 10,292,676 ​ 19,847,470 Current maturities of operating lease liabilities ​ ​ 907,503 ​ ​ 1,075,815 Accounts payable ​ 23,673,659 ​ 22,026,639 Accrued expenses and other current liabilities ​ 13,855,533 ​ 13,103,944 Contract liabilities ​ 16,950,988 ​ 17,743,001 Income tax payable ​ 2,195,278 ​ — Total current liabilities ​ 74,248,552 ​ 79,904,146 ​ ​ ​ ​ ​ ​ ​ Long-term debt, less current maturities ​ 17,187,992 ​ 18,870,529 Long-term operating lease liabilities, less current maturities ​ ​ 1,625,424 ​ ​ 2,274,975 Deferred tax liability ​ 6,490,888 ​ 6,870,510 Total liabilities ​ 99,552,856 ​ 107,920,160 ​ ​ ​ ​ ​ ​ ​ Shareholders’ equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock, $ .0001 par value Authorized 50,000,000 shares, 17,860,413 issued and 16,570,685 outstanding at September 30, 2024 and 17,850,012 issued and 16,567,185 outstanding at September 30, 2023 ​ 1,790 ​ 1,789 ​ ​ ​ ​ ​ ​ ​ Treasury stock, 1,289,728 shares at September 30, 2024 and 1,318,430 at 2023 ​ ( 133 ) ​ ( 132 ) ​ ​ ​ ​ ​ ​ ​ Additional paid in capital ​ 60,282,921 ​ 60,288,745 Retained deficit ​ ( 1,590,434 ) ​ ( 25,701,413 ) Total shareholders’ equity ​ 58,694,144 ​ 34,588,989 Total liabilities and shareholders’ equity ​ $ 158,247,000 ​ $ 142,509,149 ​ The Accompanying Notes are an Integral Part of These Consolidated Financial Statements F-5 Table of Contents ENERGY SERVICES OF AMERICA CORPORATION CONSOLIDATED STATEMENTS OF INCOME For the years ended September 30, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Revenue ​ $ 351,876,861 ​ $ 304,104,492 ​ ​ ​ ​ ​ Cost of revenue ​ 301,922,545 ​ 267,291,157 ​ ​ ​ ​ ​ Gross profit ​ 49,954,316 ​ 36,813,335 ​ ​ ​ ​ ​ Selling and administrative expenses ​ 30,119,070 ​ 23,776,898 Income from operations ​ 19,835,246 ​ 13,036,437 ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ Interest income ​ — ​ 196 Proceeds from lawsuit judgement ​ ​ 15,634,499 ​ ​ — Other nonoperating expense ​ ( 21,561 ) ​ ( 287,602 ) Interest expense ​ ( 2,188,609 ) ​ ( 2,406,839 ) Gain on sale of equipment ​ 261,102 ​ 34,478 ​ ​ 13,685,431 ​ ( 2,659,767 ) ​ ​ ​ ​ ​ Income before income taxes ​ 33,520,677 ​ 10,376,670 ​ ​ ​ ​ ​ Income tax expense ​ 8,415,667 ​ 2,975,250 ​ ​ ​ ​ ​ Net income ​ ​ 25,105,010 ​ ​ 7,401,420 ​ ​ ​ ​ ​ Weighted average shares outstanding-basic ​ 16,570,289 ​ 16,646,086 ​ ​ ​ ​ ​ Weighted average shares-diluted ​ 16,608,038 ​ 16,670,963 ​ ​ ​ ​ ​ Earnings per share ​ ​ ​ ​ ​ ​ available to common shareholders ​ $ 1.52 ​ $ 0.44 ​ ​ ​ ​ ​ Earnings per share-diluted ​ ​ ​ ​ ​ ​ available to common shareholders ​ $ 1.51 ​ $ 0.44 ​ The Accompanying Notes are an Integral Part of These Consolidated Financial Statements ​ F-6 Table of Contents ENERGY SERVICES OF AMERICA CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended September 30, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Cash flows from operating activities: ​ ​ ​ ​ Net income ​ $ 25,105,010 ​ $ 7,401,420 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Depreciation expense ​ 8,539,400 ​ 7,316,594 Accreted interest on PPP loans ​ ​ 108,356 ​ ​ 99,789 Gain on sale of equipment ​ ( 261,102 ) ​ ( 34,478 ) Provision for deferred taxes ​ ( 379,622 ) ​ 2,415,431 Provision for bad debts ​ ​ 687,463 ​ ​ — Vested restricted stock award compensation ​ ​ 35,556 ​ ​ — Amortization of intangible assets ​ ​ 438,623 ​ ​ 490,591 Accreted interest on note payable ​ ​ 61,477 ​ ​ 54,687 Increase in accounts receivable-trade ​ ( 5,582,886 ) ​ ( 12,713,982 ) Increase in retainage receivable ​ ​ ( 4,114,532 ) ​ ​ ( 3,146,070 ) Increase in other receivables ​ ( 530,984 ) ​ ( 506,102 ) (Increase) decrease in contract assets ​ ( 8,640,572 ) ​ 154,373 (Increase) decrease in prepaid expenses and other ​ ( 568,372 ) ​ 4,237,434 Increase in accounts payable ​ ​ 1,647,020 ​ ​ 1,712,231 Increase in accrued expenses and other current liabilities ​ 2,924,182 ​ 1,870,432 (Decrease) increase in contract liabilities ​ ( 792,013 ) ​ 11,715,423 Net cash provided by operating activities ​ 18,677,004 ​ 21,067,773 ​ ​ ​ Cash flows from investing activities: ​ ​ Investment in property and equipment ​ ( 8,755,349 ) ​ ( 10,822,373 ) Acquisition of Heritage Painting ​ ​ ( 300,000 ) ​ ​ — Proceeds from sales of property and equipment ​ 1,058,343 ​ 647,111 Net cash used in investing activities ​ ( 7,997,006 ) ​ ( 10,175,262 ) ​ ​ ​ Cash flows from financing activities: ​ ​ Proceeds from long-term debt ​ — ​ 3,100,000 Borrowings on lines of credit and short term debt, net of (repayments) ​ ( 9,663,150 ) ​ 1,258,271 Treasury stock purchased ​ ​ ( 41,380 ) ​ ​ ( 219,615 ) Cash dividend on common stock ​ ​ ( 994,031 ) ​ ​ ( 833,360 ) Principal payments on long-term debt ​ ​ ( 3,486,973 ) ​ ​ ( 5,193,709 ) Net cash used in financing activities ​ ( 14,185,534 ) ​ ( 1,888,413 ) ​ ​ ​ (Decrease) increase in cash and cash equivalents ​ ( 3,505,536 ) ​ 9,004,098 Cash and cash equivalents beginning of period ​ 16,431,572 ​ 7,427,474 Cash and cash equivalents end of period ​ $ 12,926,036 ​ $ 16,431,572 ​ ​ ​ Supplemental schedule of noncash investing and financing activities: ​ ​ Purchases of property & equipment under financing agreements ​ $ 1,195,682 ​ $ 975,643 Prepaid insurance premiums financed ​ $ — ​ $ 3,811,644 Line of credit moved to long-term note for equipment purchases ​ $ 812,915 ​ $ 8,487,085 Additions to operating lease right-of-use assets obtained from operating leases ​ $ 265,941 ​ $ 2,590,566 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of cash flows information: ​ ​ Cash paid during the year for: ​ ​ Interest ​ $ 2,074,246 ​ $ 2,302,976 Income taxes ​ $ 7,008,491 ​ $ 28,589 ​ The Accompanying Notes are an Integral Part of These Consolidated Financial Statements ​ F-7 Table of Contents ENERGY SERVICES OF AMERICA CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended September 30, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Additional Paid ​ Retained ​ Treasury ​ Shareholders’ ​ Shares Amount in Capital Deficit Stock Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at September 30, 2023 ​ 16,567,185 ​ $ 1,789 ​ $ 60,288,745 ​ $ ( 25,701,413 ) ​ $ ( 132 ) ​ $ 34,588,989 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ — ​ — ​ 2,042,195 ​ — ​ 2,042,195 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends on common stock ($ 0.06 per share on 16,567,185 shares) ​ — ​ ​ — ​ ​ — ​ ​ ( 994,031 ) ​ ​ — ​ ​ ( 994,031 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 ​ 16,567,185 ​ $ 1,789 ​ $ 60,288,745 ​ $ ( 24,653,249 ) ​ $ ( 132 ) ​ $ 35,637,153 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 1,108,828 ) ​ ​ — ​ ​ ( 1,108,828 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested restricted stock award ​ 10,401 ​ ​ 1 ​ ​ 35,555 ​ ​ — ​ ​ — ​ ​ 35,556 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2024 ​ 16,577,586 ​ ​ 1,790 ​ ​ 60,324,300 ​ ​ ( 25,762,077 ) ​ ​ ( 132 ) ​ ​ 34,563,881 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ ​ — ​ ​ — ​ ​ 17,513,627 ​ ​ — ​ ​ 17,513,627 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchased by company ​ ( 6,901 ) ​ ​ — ​ ​ ( 41,379 ) ​ ​ — ​ ​ ( 1 ) ​ ​ ( 41,380 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2024 ​ 16,570,685 ​ $ 1,790 ​ $ 60,282,921 ​ $ ( 8,248,450 ) ​ $ ( 133 ) ​ $ 52,036,128 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ ​ — ​ ​ — ​ ​ 6,658,016 ​ ​ — ​ ​ 6,658,016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at September 30, 2024 ​ 16,570,685 ​ $ 1,790 ​ $ 60,282,921 ​ $ ( 1,590,434 ) ​ $ ( 133 ) ​ $ 58,694,144 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Additional Paid ​ Retained ​ Treasury ​ Shareholders’ ​ Shares Amount in Capital Deficit Stock Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at September 30, 2022 16,667,185 ​ $ 1,789 ​ $ 60,508,350 ​ $ ( 32,269,473 ) ​ $ ( 122 ) ​ $ 28,240,544 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ — ​ — ​ 138,374 ​ — ​ 138,374 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2022 16,667,185 ​ $ 1,789 ​ $ 60,508,350 ​ $ ( 32,131,099 ) ​ $ ( 122 ) ​ $ 28,378,918 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss — ​ — ​ — ​ ( 1,873,600 ) ​ — ​ ( 1,873,600 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends on common stock ($ 0.05 per share on 16,667,185 shares) — ​ — ​ — ​ ( 833,360 ) ​ — ​ ( 833,360 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchased by company ( 32,181 ) ​ — ​ ( 71,652 ) ​ — ​ ( 3 ) ​ ( 71,655 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2023 16,635,004 ​ $ 1,789 ​ $ 60,436,698 ​ $ ( 34,838,059 ) ​ $ ( 125 ) ​ $ 25,600,303 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ — ​ — ​ 3,415,546 ​ — ​ 3,415,546 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchased by company ( 67,819 ) ​ — ​ ( 147,953 ) ​ — ​ ( 7 ) ​ ( 147,960 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2023 16,567,185 ​ $ 1,789 ​ $ 60,288,745 ​ $ ( 31,422,513 ) ​ $ ( 132 ) ​ $ 28,867,889 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ — ​ — ​ 5,721,100 ​ — ​ 5,721,100 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at September 30, 2023 16,567,185 ​ $ 1,789 ​ $ 60,288,745 ​ $ ( 25,701,413 ) ​ $ ( 132 ) ​ $ 34,588,989 ​ The Accompanying Notes are an Integral Part of These Consolidated Financial Statements ​ F-8 Table of Contents ENERGY SERVICES OF AMERICA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BUSINESS AND ORGANIZATION: Energy Services of America Corporation (“Energy Services” or the “Company”), formed in 2006, is a contractor and service company that operates primarily in the mid-Atlantic and central regions of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. For the gas industry, the Company is primarily engaged in the construction, replacement and repair of natural gas pipelines and storage facilities for utility companies and private natural gas companies. Energy Services is involved in the construction of both interstate and intrastate pipelines, with an emphasis on the latter. For the oil industry, the Company provides a variety of services relating to pipeline, storage facilities and plant work. For the power, chemical, and automotive industries, the Company provides a full range of electrical and mechanical installations and repairs including substation and switchyard services, site preparation, equipment setting, pipe fabrication and installation, packaged buildings, transformers, and other ancillary work with regards thereto. Energy Services’ other pipeline services include corrosion protection services, horizontal drilling services, liquid pipeline construction, pump station construction, production facility construction, water and sewer pipeline installations, various maintenance and repair services and other services related to pipeline construction. The Company has also added the ability to install broadband and solar electric systems and perform civil and general contracting services. The Company had consolidated operating revenues of $ 351.9 million for the fiscal year ended September 30, 2024, of which 53.2 % was attributable to electrical, mechanical, and general contract services, 23.5 % to gas and petroleum transmission projects, and 23.3 % to gas & water distributions services. The Company had consolidated operating revenues of $ 304.1 million for the fiscal year ended September 30, 2023, of which 48.8 % was attributable to electrical, mechanical, and general contract services, 30.3 % to gas and petroleum transmission projects, and 20.9 % to gas & water distributions services . 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition The Company recognizes revenue as performance obligations are satisfied and control of the promised goods and service is transferred to the customer. For Lump Sum and Unit Price contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost to cost”) method. For Cost Plus and Time and Material (“T&M”) contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward satisfaction of the performance obligation(s) using an output method. The Company does have certain service and maintenance contracts in which each customer purchase order is considered its own performance obligation recognized over time and would be recognized depending on the type of contract mentioned above. The Company also does certain T&M service work that is generally completed in a short duration and is recognized at a point in time. All contract costs, including those associated with affirmative claims, change orders and back charges, are recorded as incurred and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Contract costs consist of direct costs on contracts, including labor and materials, amounts payable to subcontractors and outside equipment providers, direct overhead costs and internal equipment expense (primarily depreciation, fuel, maintenance, and repairs). The Company recognizes revenue, but not profit, on certain uninstalled materials. Revenue on these uninstalled materials is recognized when the cost is incurred (when control is transferred), but the associated profit is not recognized until the materials are installed. The costs of uninstalled materials are tracked separately within the Company’s accounting software. Pre-contract and bond costs, if required, and mobilization costs on projects are generally immaterial to the total value of the Company’s contracts and are expensed when incurred. As a practical expedient, the Company recognizes these incremental costs as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. For projects expected to last greater than one year, mobilization costs are capitalized as incurred and amortized over the expected duration of the project. For these projects, mobilization costs will be tracked separately in the Company’s accounting software. This includes costs associated with setting up a project lot or lay-down yard, equipment, tool and supply transportation, temporary facilities and utilities and worker qualification and safety training. F-9 Table of Contents Contracts may require the Company to warranty that work is performed in accordance with the contract; however, the warranty is not priced separately, and the Company does not offer customers an option to purchase a warranty. Principles of Consolidation The consolidated financial statements of Energy Services include the accounts of Energy Services, its wholly owned subsidiaries West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving and C.J. Hughes and its subsidiaries, Contractors Rental, Nitro, and Pinnacle. All significant intercompany accounts and transactions have been eliminated in the consolidation. Unless the context requires otherwise, references to Energy Services include Energy Services, West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving and C.J. Hughes and its subsidiaries. ​ Use of Estimates and Assumptions The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America (“U.S.GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and loss during the reporting period. Actual results could differ materially from those estimates. Cash and Cash Equivalents Energy Services considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Fair Value Measurements The “Fair Value Measurement” Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and specifies disclosures about fair value measurements. Under the FASB’s authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The “Fair Value Measurement” Topic establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets. Level 2 — Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amount for borrowings under the Company’s revolving credit facility approximates fair value because of the variable market interest rate charged to the Company for these borrowings. The fair value of the Company’s long term fixed-rate debt was estimated using a discounted cash flow analysis and a yield rate that was estimated based on the borrowing rates currently available F-10 Table of Contents to the Company for bank loans with similar terms and maturities. The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 25.6 million at September 30, 2024 was $ 24.7 million. The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 33.8 million at September 30, 2023 was $ 32.1 million. All other current assets and liabilities are carried at a net realizable value which approximates fair value because of their short duration to maturity. Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consists of amounts that have been billed to customers. Collateral is generally not required. A majority of the Company’s contracts have monthly billing terms and payment terms within 30 to 45 days after invoices have been issued. The Company attempts to negotiate two-week billing terms and 15-day payment terms on larger projects. The timing of billings to customers may generate contract assets or contract liabilities. Certain construction contracts include retention provisions to provide assurance to our customers that we will perform in accordance with the contract terms and are therefore not considered a financing benefit. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the customer. We have determined there are no significant financing components in our contracts as of and for the years ended September 30, 2024 and 2023. Retainage billed but not paid pursuant to contract provisions will be due upon completion of the contracts. Based on the Company’s experience, management considers all amounts classified as retainage receivable to be collectible. A majority of retainage receivable amounts are expected to be collected within the next fiscal year. The Company provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s access to capital, the customer’s willingness or ability to pay, general economic conditions and the ongoing relationship with the customer. Property and Equipment Property and equipment are recorded at cost. Costs which extend the useful lives or increase the productivity of the assets are capitalized, while normal repairs and maintenance that do not extend the useful life or increase productivity of the asset are expensed as incurred. Property and equipment are depreciated principally on the straight-line method over the estimated useful lives of the assets: buildings 39 years ; operating equipment and vehicles 5 - 7 years ; and office equipment, furniture and fixtures 5 - 7 years . Intangible Assets Acquired intangible assets subject to amortization are amortized on a straight-line basis, which approximates the pattern in which the economic benefit of the respective intangible assets is realized, over their respective estimated useful lives. The definite-lived identifiable intangible assets recognized as part of the Company’s business combinations were initially recorded at their estimated fair value. Impairment of Long-Lived Assets A long-lived asset shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to market value is required. Claims Claims are amounts in excess of the agreed contract price that a contractor seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price, or other causes of unanticipated additional costs. The Company records revenue on claims that management believes are probable. Revenue from a claim is recorded only to the extent that contract costs relating to the claim have been incurred. F-11 Table of Contents Self -Insurance The Company has its workers compensation, general liability and auto insurance through a captive insurance company. While the Company believes that this arrangement has been very beneficial in reducing and stabilizing insurance costs, the Company has to maintain a surety deposit to guarantee payment of premiums. The surety deposit had a balance of $ 2.0 million and $ 1.9 million as of September 30, 2024 and 2023, respectively, which is in “Prepaid expenses and other” on the Company’s Consolidated Balance Sheets. Should the captive experience severe losses over an extended period, it could increase the Company’s insurance expense or surety deposit required. Advertising All advertising costs are expensed as incurred. Total advertising expenses were $ 279,000 and $ 138,000 for the years ended September 30, 2024 and 2023, respectively. Stock Compensation Plans The Company accounts for its equity-based compensation as prescribed by U.S. GAAP for share-based payments. The Company has adopted a fair value-based method of accounting for employee equity-based plans, whereby compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. As a result, compensation expense relating to stock compensation plans will be reflected in net income as part of “Selling and administrative expenses” on the consolidated statements of income. Income Taxes The Company and all subsidiaries file a consolidated federal and various state income tax returns on a fiscal year basis. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations for years ending prior to September 30, 2021. The Company follows the liability method of accounting for income taxes in accordance with U.S. GAAP. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. U.S. GAAP also prescribes a comprehensive model for how companies should recognize, measure, present and disclose in their financial statements uncertain tax positions taken or to be taken on a tax return. This evaluation is a two-step process. First, the recognition process determines if it is more likely than not that a tax position will be sustained based on the merits of the tax position upon examination by the appropriate taxing authority. Second, a measurement process is calculated to determine the amount of benefit/expense to recognize in the financial statements if a tax position meets the more likely than not recognition threshold. The tax position is measured at the greatest amount of benefit/expense that is more likely than not of being realized upon ultimate settlement. Any interest and penalty related to the unrecognized tax benefits, as the result of recognition of tax obligations resulting from uncertain tax positions, are included in general and administrative expenses. The Company had not recognized any uncertain tax positions at September 30, 2024 or 2023. Earnings Per Common Share Basic earnings per share is computed using the weighted average number of common shares outstanding during the year, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the year adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive. Collective Bargaining Agreements Certain Energy Services subsidiaries are party to collective bargaining agreements with unions representing members that are employed by the Company. The agreements require such subsidiaries to pay specified wages and provide certain benefits to the union employees. These agreements expire at various times and have typically been renegotiated and renewed on terms that are similar to the ones contained in the expiring agreements. F-12 Table of Contents Under certain collective bargaining agreements, the applicable Energy Services subsidiary is required to make contributions to multi-employer pension plans. If the subsidiary were to cease participation in one or more of these plans, a liability could potentially be assessed related to any underfunding of these plans. The amount of such an assessment, were one to be made, cannot be reasonably estimated. Litigation Costs The Company recognizes reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Litigation costs are expensed as incurred. Treasury Stock When the Company’s stock is retired or repurchased for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable laws), an excess of par or stated value over the cost of treasury shares is credited to additional paid-in capital. New Accounting Pronouncements On October 28, 2021, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments of this ASU require entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for public business entities for the fiscal years, including interim periods within those the fiscal years, beginning after December 15, 2022. For all other entities they are effective for the fiscal years, including interim periods within those the fiscal years, beginning after December 15, 2023. Entities should apply the amendments prospectively to business combinations that occur after the effective date. Early adoption is permitted, including in any interim period, for public business entities for periods for which financial statements have not yet been issued, and for all other entities for periods for which financial statements have not yet been made available for issuance. The Company is currently assessing the effect that ASU 2021-08 will have on its results of operations, financial position and cash flows; however, the Company does not expect a significant impact. ​ 3. ACCOUNTING FOR PPP LOANS Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $ 13.1 million pursuant to the PPP Loans. In a special meeting held on April 27, 2020, the Board of Directors of the Company unanimously voted to return $ 3.3 million of the PPP Loans after discussing the financing needs of the Company and subsidiaries. That left the Company and subsidiaries with $ 9.8 million in PPP Loans to fund operations. During fiscal year 2021, the Company received notice that the SBA had granted forgiveness of the $ 9.8 million of PPP Loans and the SBA repaid the Lender in full. The forgiveness was recorded as other income for the fiscal year ended September 30, 2021. During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. As part of the review, the SBA requested additional payroll information. Additionally, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans. As a result of this uncertainty, the Company restated the previously issued financial statements of the Company that were included in the Reports. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $ 9.8 million, plus accrued interest for all periods presented. During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. F-13 Table of Contents Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request. The SBA could revisit its forgiveness decision and determine that the Company does not qualify in whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects. ​ ​ 4. REVENUE RECOGNITION Our revenue is primarily derived from construction contracts that can span several quarters. We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606” or “Topic 606”) which provides for a five-step model for recognizing revenue from contracts with customers as follows: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. We believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include: ● the completeness and accuracy of the original bid; ● costs associated with scope changes; ● changes in costs of labor and/or materials; ● extended overhead and other costs due to owner, weather and other delays; ● subcontractor performance issues; ● changes in productivity expectations; ● site conditions that differ from those assumed in the original bid; ● changes from original design on design-build projects; ● the availability and skill level of workers in the geographic location of the project; ● a change in the availability and proximity of equipment and materials; ● our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and ● the customer’s ability to properly administer the contract. The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects, could have a significant effect on our profitability. Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. Except for customer affirmative claims, generally, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next three months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced. Our contract liabilities consist of provisions for losses and billings in excess of costs and estimated earnings. Provisions for losses, if incurred, are recognized in the consolidated statements of income at the uncompleted performance obligation level for total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue. Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months. F-14 Table of Contents ​ 5 . 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. Certain reclassifications have been made to the year ended September 30, 2023, to reflect the current presentation. Our contract types are: Lump Sum, Unit Price, Cost Plus and T&M. The following tables present our disaggregated revenue for the fiscal years ended September 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended September 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Electrical, ​ ​ ​ ​ Gas & Water Gas & Petroleum Mechanical, Total revenue ​ ​ Distribution ​ Transmission ​ & General ​ from contracts Lump sum contracts ​ $ — ​ $ — ​ $ 121,997,872 ​ $ 121,997,872 Unit price contracts ​ 82,426,199 ​ 71,265,020 ​ 4,141,938 ​ 157,833,157 Cost plus and T&M contracts ​ — ​ 9,790,155 ​ 62,255,677 ​ 72,045,832 Total revenue from contracts ​ $ 82,426,199 ​ $ 81,055,175 ​ $ 188,395,487 ​ $ 351,876,861 ​ ​ ​ ​ ​ Earned over time ​ $ 9,541,650 ​ $ 71,265,020 ​ $ 133,898,665 ​ $ 214,705,335 Earned at point in time ​ 72,884,549 ​ 9,790,155 ​ 54,496,822 ​ 137,171,526 Total revenue from contracts ​ $ 82,426,199 ​ $ 81,055,175 ​ $ 188,395,487 ​ $ 351,876,861 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended September 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ Electrical, ​ ​ ​ ​ ​ Gas & Water ​ Gas & Petroleum ​ Mechanical, ​ Total revenue ​ Distribution Transmission & General from contracts Lump sum contracts ​ $ — ​ $ — ​ $ 101,700,805 ​ $ 101,700,805 Unit price contracts ​ 68,066,230 ​ 86,738,111 ​ 6,110,395 ​ 160,914,736 Cost plus and T&M contracts ​ — ​ 609,184 ​ 40,879,767 ​ 41,488,951 Total revenue from contracts ​ $ 68,066,230 ​ $ 87,347,295 ​ $ 148,690,967 ​ $ 304,104,492 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earned over time ​ $ 25,184,336 ​ $ 86,738,111 ​ $ 107,674,083 ​ $ 219,596,530 Earned at point in time ​ 42,881,894 ​ 609,184 ​ 41,016,884 ​ 84,507,962 Total revenue from contracts ​ $ 68,066,230 ​ $ 87,347,295 ​ $ 148,690,967 ​ $ 304,104,492 ​ ​ 6 . CONTRACT BALANCES The Company’s accounts receivable consists of amounts that have been billed to customers and collateral is generally not required. Most of the Company’s contracts have monthly billing terms; however, billing terms for some are based on project completion. Payment terms are generally within 30 to 45 days after invoices have been issued. The Company attempts to negotiate two-week billing terms and 15-day payment terms on larger projects. The timing of billings to customers may generate contract assets or contract liabilities. During the twelve months ended September 30, 2024, we recognized revenue of $ 16.5 million that was included in the contract liability balance at September 30, 2023. F-15 Table of Contents Accounts receivable-trade, net of allowance for doubtful accounts, contract assets and contract liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 September 30, 2023 Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable-trade, net of allowance for doubtful accounts ​ $ 56,064,318 ​ $ 51,168,895 ​ $ 4,895,423 ​ ​ ​ ​ ​ ​ ​ Contract assets ​ ​ ​ ​ ​ ​ Cost and estimated earnings in excess of billings ​ $ 24,595,792 ​ $ 15,955,220 ​ $ 8,640,572 ​ ​ ​ ​ ​ ​ ​ Contract liabilities ​ ​ ​ ​ ​ ​ Billings in excess of cost and estimated earnings ​ $ 16,950,988 ​ $ 17,743,001 ​ $ ( 792,013 ) ​ ​ 7. PERFORMANCE OBLIGATIONS The changes in contract transaction price can occur from items such as executed or estimated change orders, and unresolved contract modifications and claims. For the year ended September 30, 2024, there was no significant amount of revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2023. For the year ended September 30, 2023, there was no significant amount of revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2022. At September 30, 2024, the Company had $ 158.6 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized in less than twelve months. 8. ALLOWANCE FOR DOUBTFUL ACCOUNTS Activity in the Company’s allowance for doubtful accounts consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 51,063 ​ $ 70,310 Charged to expense ​ 687,463 ​ — Deductions for uncollectible receivables written off, net of recoveries ​ — ​ ( 19,247 ) Balance at end of period ​ $ 738,526 ​ $ 51,063 ​ ​ F-16 Table of Contents 9. UNCOMPLETED CONTRACTS Costs and estimated earnings in excess of billings on uncompleted contracts are included in contract assets on the Consolidated Balance Sheets. Billings in excess of costs and estimated earnings on uncompleted contracts are included in contract liabilities on the Consolidated Balance Sheets. Costs, estimated earnings, and billings on uncompleted contracts are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, September 30, ​ 2024 2023 Costs incurred on contracts in progress ​ $ 347,180,901 ​ $ 287,347,650 Estimated earnings, net of estimated losses ​ 59,349,378 ​ 38,976,895 ​ ​ 406,530,279 ​ 326,324,545 Less billings to date ​ 398,885,475 ​ 328,112,326 ​ ​ $ 7,644,804 ​ $ ( 1,787,781 ) ​ ​ ​ ​ ​ Costs and estimated earnings in excess of billed on uncompleted contracts ​ $ 24,595,792 ​ $ 15,955,220 Less billings in excess of costs and estimated earnings on uncompleted contracts ​ 16,950,988 ​ 17,743,001 ​ ​ $ 7,644,804 ​ $ ( 1,787,781 ) ​ The Company’s unaudited backlog at September 30, 2024, and September 30, 2023, was $ 243.2 million and $ 229.8 million, respectively. ​ ​ 10. CLAIMS The Company does not have any claims receivable as of September 30, 2024 and 2023. Claims receivable is a component of contract assets. 11. PROVISION FOR LOSS The Company did no t have a provision for loss at the fiscal years ended September 30, 2024 and 2023. ​ 12. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Land ​ $ 3,258,838 ​ $ 2,974,354 Buildings and leasehold improvements ​ 11,534,943 ​ 10,000,570 Operating equipment and vehicles ​ 75,768,103 ​ 70,126,093 Office equipment, furniture and fixtures ​ 1,235,965 ​ 1,225,570 Assets not yet in service ​ 87,772 ​ 2,762 ​ ​ 91,885,621 ​ 84,329,349 Less accumulated depreciation ​ 53,749,907 ​ 47,799,840 Property, plant and equipment, net ​ $ 38,135,714 ​ $ 36,529,509 ​ ​ F-17 Table of Contents 13. SHORT-TERM DEBT Operating Line of Credit On August 8, 2024, the Company renewed its $ 30.0 million line of credit with a maturity date of June 28, 2026. The interest rate on the line of credit is the “ Wall Street Journal ” Prime Rate (the index) with a floor of 4.99 %. The line of credit is limited to a borrowing base calculation as summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 September 30, 2023 Eligible borrowing base ​ $ 25,089,446 ​ $ 23,942,868 ​ ​ ​ ​ ​ ​ ​ ​ Borrowed on line of credit ​ 4,500,000 ​ 8,712,915 ​ ​ ​ ​ ​ ​ ​ ​ ​ Line of credit balance available ​ $ 20,589,446 ​ $ 15,229,953 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate ​ 8.0 % 8.5 % ​ The Company’s $ 4.5 million line of credit borrowing is recorded as a long-term debt as of September 30, 2024, as compared an $ 8.7 million short-term borrowing at September 30, 2023. The modified financial covenants for the quarter ended June 30, 2023, and all subsequent quarters, are below: ● Minimum tangible net worth of $ 28.0 million, ● Minimum traditional debt service coverage of 1.50x on a rolling twelve- month basis, ● Minimum current ratio of 1.20x , ● Maximum debt to tangible net worth ratio (“TNW”) of 2.75x , ● Each ratio and covenant shall be determined, tested, and measured as of each calendar quarter beginning June 30, 2023, ● The Company shall maintain a ratio of Maximum Senior Funded Debt (“SFD”) to Earnings before Interest, Taxes, Depreciation and Amortization (“EBDITA”) equal to or less than 3.5 :1. SFD shall mean any funded debt or lease of the Company, other than subordinated debt. The covenant shall be tested quarterly, at the end of each fiscal quarter, with EBITDA based on the preceding four quarters. The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question. Thus, the Company was in compliance with all covenants at September 30, 2024. Insurance Premiums Financed The Company had previously financed insurance policy premiums on a short-term basis through a financing company prior to beginning to make quarterly installment payments for calendar year 2024. These insurance policies include workers’ compensation, general liability, automobile, umbrella, and equipment policies. At September 30, 2024 and September 30, 2023, the remaining balance of the insurance premiums was $ 0 and $ 950,000 , respectively. Paycheck Protection Program Loans Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $ 13.1 million pursuant to the PPP Loans. In a special meeting held on April 27, 2020, the Board of Directors of the Company unanimously voted to return $ 3.3 million of the PPP Loans after discussing the financing needs of the Company and subsidiaries. That left the Company and subsidiaries with $ 9.8 million in PPP Loans to fund operations. During fiscal year 2021, the Company received notice that the SBA had granted forgiveness of the $ 9.8 million of PPP Loans and the SBA repaid the Lender in full. The forgiveness was recorded as other income for the fiscal year ended September 30, 2021. During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. As part of the review, the SBA requested additional payroll information. Additionally, the SBA F-18 Table of Contents 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. Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request. The SBA could revisit its forgiveness decision and determine that the Company does not qualify in whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects. ​ F-19 Table of Contents 14. SHORT-TERM AND LONG-TERM DEBT A summary of short-term and long-term debt as of September 30, 2024 and 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Line of credit payable to bank, monthly interest at 8.0 %, final payment due by June 28, 2025, guaranteed by certain directors of the Company. ​ $ 4,500,000 ​ $ 8,712,915 ​ ​ ​ ​ ​ Equipment line of credit with a total of $ 9.3 million and $ 8.5 million of $ 9.3 million available borrowed at June 30, 2024 and September 30, 2023, respectively, fixed interest at 7.25 % of outstanding balance due in monthly installments between June 1, 2023 and December 1, 2023. Payments of $ 202,809 due in monthly installments, including fixed interest at 7.25 %, beginning January 2024 with final payment due February 2028, secured by equipment, guaranteed by certain directors of the Company. ​ ​ 7,802,313 ​ ​ 8,487,085 ​ ​ ​ ​ ​ ​ ​ 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. ​ ​ 10,292,676 ​ ​ 10,184,320 ​ ​ ​ ​ ​ ​ ​ 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. ​ 1,134,185 ​ 1,790,051 ​ ​ ​ ​ ​ Notes payable to finance companies, due in monthly installments totaling $ 76,000 at September 30, 2024 and $ 50,000 at September 30, 2023, including interest ranging from 0.00 % to 6.0 %, final payments due October 2024 through August 2026, secured by equipment. ​ 1,787,009 ​ 1,290,148 ​ ​ ​ ​ ​ Note payable to finance company for insurance premiums financed, due in monthly installments totaling $ 327,000 in calendar year 2023 and $ 282,000 in calendar year 2022, including interest rate at 6.70 %, final payment due December 2023. ​ — ​ 950,235 ​ ​ ​ ​ ​ 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. ​ ​ 762,670 ​ ​ 813,242 ​ ​ ​ ​ ​ ​ ​ Notes payable to bank, due in monthly installments totaling $ 12,580 , including interest at 9.5 %, final payment due November 2025 secured by building and property, guaranteed by certain directors of the Company. ​ — ​ 294,761 ​ ​ ​ ​ ​ 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. ​ ​ 2,024,847 ​ ​ 2,601,404 ​ ​ ​ 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. ​ 940,000 ​ 1,660,000 ​ ​ ​ ​ ​ Notes payable to bank, interest at 4.25 % of outstanding balance due in monthly installments between January 2021 and January 2022 with note payments beginning February 2022. Payments due in monthly installments totaling $ 68,150 , including interest at 9.5 %, final payment due January 2026, secured by equipment, guaranteed by certain directors of the Company. ​ — ​ 1,873,831 ​ ​ ​ ​ ​ Term note payable to United Bank, Tri-State Paving acquisition, due in monthly installments of $ 129,910 , including interest at 4.50 %, final payment due by June 1, 2027, secured by receivables and equipment, guaranteed by certain directors of the Company. ​ ​ 4,359,883 ​ ​ 5,698,761 ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ 468,523 ​ ​ ​ ​ ​ ​ ​ Total debt ​ $ 33,853,583 ​ $ 44,825,276 ​ ​ ​ ​ ​ Less current maturities ​ 16,665,591 ​ 25,954,747 ​ ​ ​ ​ ​ Total long-term debt ​ $ 17,187,992 ​ $ 18,870,529 ​ At September 30, 2024, future expected payments due on short-term and long-term debt are as follows: ​ ​ ​ ​ ​ 2025 $ 16,665,591 2026 ​ 10,238,734 2027 ​ 4,591,906 2028 ​ 1,775,120 2029 ​ 62,726 Thereafter ​ 519,506 ​ ​ $ 33,853,583 ​ ​ F-20 Table of Contents 15. INCOME TAXES The components of income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended September 30, ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ ​ ​ ​ ​ Current ​ $ 7,218,772 ​ $ 432,251 Deferred ​ ( 364,036 ) ​ 1,865,019 Total ​ 6,854,736 ​ 2,297,270 ​ ​ ​ ​ ​ State ​ ​ ​ ​ Current ​ 1,576,518 ​ 127,568 Deferred ​ ( 15,587 ) ​ 550,412 Total ​ 1,560,931 ​ 677,980 ​ ​ ​ ​ ​ Total income tax expense (benefit) ​ $ 8,415,667 ​ $ 2,975,250 ​ The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. The Company’s provision for income taxes is computed by applying a federal rate of 21.0 % and a blended state rate of approximately 5.0 % to 6.0 % to taxable income or loss after consideration of non-taxable and non-deductible items. The income tax expense for the fiscal year ended September 30, 2024 was $ 8.4 million as compared to $ 3.0 million for the fiscal year ended September 30, 2023. The increase was due to an increase in taxable income for the fiscal year ended September 30, 2024, as compared to the fiscal year ended September 30, 2023. The effective income tax rate for the fiscal year ended September 30, 2024 was 25.1 %, as compared to an effective income tax rate of 28.7 % for the fiscal year ended September 30, 2023. Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income or loss, non-taxable and non-deductible expenses. ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ September 30, 2024 September 30, 2023 ​ ​ ​ ​ ​ ​ Statutory rate 21.0 % 21.0 % State income taxes 4.7 % 6.0 % Meals and other ( 0.6 ) % 1.7 % Effective tax rate ​ 25.1 % 28.7 % ​ 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 $ 0 and $ 3.0 million of federal net operating loss carryforwards at September 30, 2024 and 2023, respectively. The Company had $ 20.5 million and $ 23.3 million of state net operating loss carryforwards at September 30, 2024 and 2023, respectively. The state net operating loss carryforwards begin to expire in 2025. F-21 Table of Contents The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 2023 Deferred tax liabilities ​ ​ ​ ​ ​ ​ Property and equipment ​ $ 7,437,645 ​ $ 8,141,025 Other ​ ​ 1,509,487 ​ ​ 588,632 Total deferred tax liabilities ​ $ 8,947,132 ​ $ 8,729,657 ​ ​ ​ ​ ​ ​ ​ Deferred income tax assets ​ ​ Accruals & Other ​ $ 2,325,671 ​ $ 948,704 Net operating loss carryforward-States ​ ​ 663,548 ​ ​ 910,443 Net operating loss valuation allowance-States ​ ​ ( 532,975 ) ​ ​ — Total deferred tax assets ​ $ 2,456,244 ​ $ 1,859,147 ​ ​ ​ ​ ​ ​ ​ Total net deferred tax liabilities ​ $ 6,490,888 ​ $ 6,870,510 ​ 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. 16. EARNINGS PER SHARE Earnings per share for the years ended September 30, 2024, and 2023 are as follow: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended Twelve Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 25,105,010 ​ $ 7,401,420 ​ ​ ​ ​ ​ Weighted average shares outstanding-basic ​ 16,570,289 ​ 16,646,086 ​ ​ ​ ​ ​ Weighted average shares outstanding-diluted ​ 16,608,038 ​ 16,670,963 ​ ​ ​ ​ ​ Earnings per share available to common shareholders ​ $ 1.52 ​ $ 0.44 ​ ​ ​ ​ ​ Earnings per share available to common shareholders-diluted ​ $ 1.51 ​ $ 0.44 ​ The diluted weighted average shares outstanding calculation included a 37,749 dilutive effect for 51,227 unvested restricted stock awards. ​ ​ F-22 Table of Contents 17. STOCK REPURCHASE PLAN On July 6, 2022, the Company’s Board of Directors authorized a share repurchase program (the “Program”), pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase not to exceed 1,000,000 shares, which is approximately 6.0 % of its outstanding common stock. The Program, which started on August 16, 2022 and has no expiration date, does not obligate the Company to purchase any number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Company. The repurchases of Energy Services of America Corporation’s shares of its common stock during the twelve months ended September 30, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ Maximum Number of ​ ​ Number of ​ Average ​ Value of Shares Purchased ​ Shares That May Yet Be ​ ​ Shares ​ Price Paid ​ as Part of Publicly Announced ​ Purchased Under Period ​ Purchased ​ Per Share ​ Plans or Programs ​ the Plans or Programs May 2024 6,901 ​ $ 6.00 ​ $ 41,379 893,099 Total 6,901 ​ $ 6.00 ​ $ 41,379 ​ ​ 18. LONG TERM INCENTIVE PLAN On February 16, 2022, the stockholders of Energy Services approved the Company’s 2022 Equity Incentive Plan (the “Equity Incentive Plan”), which provides for the grant of stock-based awards to officers and employees of the Company and its subsidiaries. The maximum number of shares of stock, in the aggregate, that may be granted under the Equity Incentive Plan as stock options, restricted stock or restricted stock units is 1,500,000 shares. A description of the material terms of the Equity Incentive Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on January 11, 2022. The amount recognized for compensation expense for the twelve months ended September 30, 2024 was approximately $ 50,000 . A table of restricted stock grants awarded during the twelve months ended September 30, 2024 are below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercised or ​ ​ ​ ​ Outstanding at the ​ Granted during the ​ converted during the ​ Forfeited during the ​ Expired during the ​ ​ ​ Exercisable or fiscal year ended ​ Twelve Months Ended ​ Twelve Months Ended ​ Twelve Months Ended ​ Twelve Months Ended ​ Outstanding at ​ convertible at September 30, ​ September 30, ​ September 30, ​ September 30, ​ September 30, ​ September 30, ​ September 30, 2023 2024 2024 2024 2024 2024 2024 1,460,000 24,561 ​ — — — 1,435,439 — ​ ​ ​ ​ ​ restricted stock award vesting FY 2025 21,520 FY 2026 21,520 FY 2027 8,187 ​ ​ 51,227 ​ ​ ​ 19. RELATED PARTY TRANSACTIONS We intend that all transactions between us and our executive officers, directors, holders of 10% or more of the shares of any class of our common stock and affiliates thereof, will be on terms no less favorable than those terms given to unaffiliated third parties and will be approved by a majority of our independent outside directors not having any interest in the transaction. On April 29, 2022, the Company entered into a $ 1.0 million promissory note agreement with Corns Enterprises as partial consideration for the purchase of Tri-State Paving. This four-year agreement requires $ 250,000 principal installment payments on or before the end of each twelve (12) full calendar month period beginning April 29, 2022. Interest payments due shall be calculated on F-23 Table of Contents the principal balance remaining and shall be at the stated rate of 3.5 % per year. The Company has made $ 750,000 in principal payments on this note as of September 30, 2024. Subsequent to the April 29, 2022 acquisition of Tri-State Paving, the Company entered into an operating lease for facilities in Hurricane, West Virginia with Corns Enterprises. This thirty-six-month lease is treated as a right-of-use asset and has payments of $ 7,000 per month. The total net present value at inception was $ 236,000 with a carrying value of $ 46,000 at September 30, 2024. SQP made an equity investment of $ 156,000 in 1030 Quarrier Development, LLC (“Development”) in August 2022. Development is a variable interest entity (“VIE”) that is 75 % owned by 1030 Quarrier Ventures, LLC (“Ventures”) and 25 % owned by SQP. SQP is not the primary beneficiary of the VIE and therefore will not consolidate Development into its consolidated financial statements. Instead, SQP will apply the equity method of accounting for its investment in Development. Development, a 1 % owner, and United Bank, a 99 % owner, formed 1030 Quarrier Landlord, LLC (“Landlord”). Landlord decided to pursue the following development project (the “Project”): a historical building at 1030 Quarrier Street, Charleston, West Virginia as well as associated land (the “Property”) was purchased to be developed/rehabilitated into a commercial project including apartments and commercial space. Upon the completion of development, the Property will be used to generate rental income. SQP has been awarded the construction contract for the Project. United Bank provided $ 5.0 million in loans to fund the Project. SQP and Ventures have jointly provided an unconditional guarantee for the $ 5.0 million of obligations associated with the Project. CJ Hughes entered into an agreement, cancelable at any time, with Construction Specialty Services (“CSS”), which is owned by Chuck Austin, the President of CJ Hughes. CSS rents equipment, periodically, to and as requested by CJ Hughes. The equipment rental rates are below the rates that the equipment can be rented from any unaffiliated rental company. CJ Hughes is not obliged to rent any equipment and does so only when CJ Hughes does not have equipment available of its own and would otherwise need to rent such equipment as the demand increases throughout the construction season. In the fiscal years 2023 and 2024, the rental amounts for these specific years were $ 387,000 , and $ 318,000 , respectively. Other than mentioned above, there were no new material related party transactions entered into during the fiscal year ended September 30, 2024. Certain Energy Services subsidiaries routinely engage in transactions in the normal course of business with each other, including sharing employee benefit plan coverage, payment for insurance and other expenses on behalf of other affiliates, and other services incidental to business of each of the affiliates. All revenue and related expense transactions, as well as the related accounts payable and accounts receivable have been eliminated in consolidation. 20. LEASE OBLIGATIONS The Company leases office space for SQP for $ 1,500 per month. The lease, which was originally signed on March 25, 2021, is for a period of two years with five one-year renewals available immediately following the end of the base term. The Company has only committed to a one-year renewal and is evaluating whether to renew for additional periods. The Company had two lease agreements for construction equipment with a combined amount of $ 160,000 that were paid in full as of September 30, 2024. The leases had a term of twenty-two months with a stated interest rate of 0 %, combined monthly installment payments of $ 6,645 and were cancellable at any time without penalty. The Company exercised the right to purchase the equipment at the expiration of the leases by applying the two-month deposit paid. The related assets and finance lease obligations associated with these lease agreements had been included in the consolidated balance sheets within property, plant and equipment and long-term debt. The Company has two right-of-use operating leases acquired on April 29, 2022, as part of the Tri-State Paving, LLC transaction. The first operating lease, for the Hurricane, West Virginia facility, had a net present value of $ 236,000 at inception, and a carrying value of $ 46,000 at September 30, 2024. The 4.5 % interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception. The second operating lease, for the Chattanooga, Tennessee facility, had a net present value of $ 144,000 at inception, and expired on August 31, 2024. The lease was renewed for a two-year period with a net present value of $ 140,000 and had a carrying value of $ 123,000 at September 30, 2024. The 8.5 % interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception. F-24 Table of Contents The Company has a right-of-use operating lease with Enterprise acquired on August 11, 2022, as part of the Ryan Environmental acquisition. This lease agreement was initially for thirty-one vehicles with a net present value of $ 1.2 million. The Company subsequently netted forty-three additional leased vehicles with a net present value of $ 2.0 million. The right-of-use operating lease has a carrying value of $ 2.2 million at September 30, 2024. Each vehicle leased under the master lease program has its own implicit rate. The Company had a right-of-use operating lease with RICA Developers, LLC acquired on August 12, 2022, as part of the Ryan Environmental acquisition. This lease, for the Bridgeport, West Virginia facility, had a net present value of $ 140,000 at inception and no carrying value at September 30, 2023. The 4.5 % interest rate on the operating lease was based on the Company’s incremental borrowing rate at inception. The Company has signed a one-year renewal agreement effective October 1, 2023 through September 30, 2024. The lease had a net present value of $ 125,000 at inception and no carrying value at September 30, 2024. The 8.5 % interest rate on the operating lease was based on the Company’s incremental borrowing rate at inception. As of September 30, 2024, the Company has only committed to a one-year renewal and is evaluating whether to renew for additional periods. The Company has a right-of-use operating lease acquired on March 28, 2023. This lease, for the Winchester, Kentucky facility, had a net present value of $ 290,000 at inception and a carrying value of $ 161,000 at September 30, 2024. The 7.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception. Schedules related to the Company’s operating leases at fiscal year ended September 30, 2024 can be found below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Lease-Weighted Average Remaining Term ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years left Remaining liability Lease end Fiscal year end Operating lease 1 0.5 ​ $ 45,833 3/31/2025 2025 Operating lease 2 1.9 ​ 122,701 8/31/2026 2026 Operating lease 3 4.0 ​ 2,203,465 9/30/2028 2028 Operating lease 4 0.0 ​ — 9/30/2024 2024 Operating lease 5 ​ 1.5 ​ ​ 160,928 ​ 3/31/2026 ​ 2026 ​ ​ ​ ​ $ 2,532,927 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining term ​ ​ ​ 3.7 years ​ ​ ​ ​ ​ Operating Lease Maturity Schedule ​ 2025 ​ $ 1,110,028 2026 ​ 1,004,022 2027 ​ 804,467 2028 ​ 129,749 ​ ​ 3,048,266 Less amounts representing interest ​ ( 515,339 ) Present value of operating lease liabilities ​ $ 2,532,927 ​ ​ ​ F-25 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended Twelve Months Ended ​ ​ September 30, ​ September 30, Operating Lease Expense 2024 ​ 2023 Amortization ​ ​ ​ ​ ​ ​ Operating lease 1 ​ $ 87,167 ​ $ 72,267 Operating lease 2 ​ 74,042 ​ ​ 62,001 Operating lease 3 ​ 688,869 ​ ​ 568,114 Operating lease 4 ​ 124,701 ​ ​ 113,480 Operating lease 5 ​ ​ 101,243 ​ ​ 28,191 Total amortization ​ 1,076,022 ​ ​ 844,053 ​ ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ Operating lease 1 ​ $ 3,833 ​ $ 7,355 Operating lease 2 ​ 1,892 ​ ​ 3,825 Operating lease 3 ​ 219,414 ​ ​ 87,416 Operating lease 4 ​ 4,899 ​ ​ 2,802 Operating lease 5 ​ 14,250 ​ ​ 11,391 Total interest ​ ​ 244,288 ​ ​ 112,789 Total amortization and interest ​ $ 1,320,310 ​ $ 956,842 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended Twelve Months Ended ​ ​ September 30, ​ September 30, Cash Paid for Operating Leases ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Operating lease 1 ​ $ 91,000 ​ $ 79,622 Operating lease 2 ​ 75,934 ​ ​ 65,826 Operating lease 3 ​ 908,283 ​ ​ 655,530 Operating lease 4 ​ 129,600 ​ ​ 116,282 Operating lease 5 ​ ​ 115,493 ​ ​ 39,582 ​ ​ $ 1,320,310 ​ $ 956,842 ​ The Company rents equipment for use on construction projects with rental agreements being week to week or month to month. Rental expense can vary by fiscal year due to equipment requirements on construction projects and the availability of Company owned equipment. Rental expense, which is included in cost of goods sold on the consolidated statements of income, was $ 16.3 million and $ 12.1 million for the years ended September 30, 2024, and 2023, respectively. 21. MAJOR CUSTOMERS The tables below present customers that represent 10.0 % or more of the Company’s revenue or accounts receivable, net of retention as of or for the fiscal years ended September 30, 2024, and 2023: ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended Twelve Months Ended Revenue ​ September 30, 2024 ​ September 30, 2023 ​ TransCanada Corporation 10.4 % 13.9 % NiSource and subsidiaries * ​ 17.5 % All other 89.6 % 68.6 % Total 100.0 % 100.0 % * Less than 10.0 % and included in “All other” if applicable ​ ​ ​ ​ ​ ​ Accounts receivable, net of retention at September 30, 2024 at September 30, 2023 NiSource and subsidiaries * ​ 11.8 % All other 100.0 % 88.2 % Total 100.0 % 100.0 % F-26 Table of Contents * Less than 10.0 % and included in “All other” if applicable Virtually all work performed for major customers was awarded under competitive bid fixed price or unit price arrangements. The loss of a major customer could have a severe impact on the profitability of the operations of the Company. However, due to the nature of the Company’s operations, the major customers and sources of revenues may change from year to year. ​ 22. RETIREMENT AND EMPLOYEE BENEFIT PLANS In 2024 and 2023, C. J. Hughes maintained a tax-qualified 401(k) retirement plan for union employees. Employees can contribute up to 15 % of eligible wages, provided the compensation deferred for a plan year does not exceed the indexed dollar amount set by the Internal Revenue Service which was $ 23,000 for 2024 and $ 22,500 for 2023. C. J. Hughes matches $ 0.25 on each dollar contributed up to 6 % of eligible wages. C. J. Hughes contributed $ 37,000 and $ 17,000 to the union plan for the fiscal years September 30, 2024 and 2023, respectively. Additionally, each plan year, C. J. Hughes may make a discretionary profit-sharing contribution for participants who are actively employed on the last day of the plan year. No discretionary profit-sharing contribution was made for the 2024 or 2023 plan year. Effective January 1, 2010, Energy Services became the successor plan sponsor of the C. J. Hughes Construction Company, Inc. 401(k) Plan for non-union employees (the “Plan”). The Plan was renamed the Energy Services of America Staff 401(k) Retirement Savings Plan. Employees are eligible to participate in the Plan upon completion of six months of service but must wait until a quarterly entry to join the Plan. In addition, participants who are age 50 or older by the end of the Plan year may elect to defer up to an additional $7,500 into the Plan for 2024. Energy Services may make annual discretionary matching contributions and/or profit-sharing contributions to the Plan. The matching contribution formula for the Plan was 100 % of each dollar contributed for the first 3% of eligible wages and 50 % of each dollar contributed for the next 3% of eligible wages. The Company’s matching contribution is used by the Plan’s third-party administrator to purchase Energy Services of America common stock from the open market. No restrictions on the match exist after it has been contributed. No profit-sharing contribution was made for the 2024 or 2023 plan year. Energy Services and its wholly owned subsidiaries contributed $ 864,000 and $ 599,000 , respectively, for the fiscal years ended September 30, 2024, and 2023 to the Plan. The Company contributes to a number of multi-employers defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects: ● Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. If participating employers stop contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. ● If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. F-27 Table of Contents The following table presents our participation in these plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contibutions of ​ ​ ​ ​ ​ ​ ​ ​ Pension Protection Act (“PPA”) ​ ​ ​ ​ ​ ​ Energy Services of America ​ ​ ​ ​ ​ ​ ​ ​ Certified Zone Status (1) ​ FIP/RP Status ​ ​ ​ ​ Companies ​ ​ ​ Expiration Date of ​ ​ EIN/Pension ​ ​ ​ ​ ​ Pending/ ​ ​ ​ ​ ​ ​ Surcharge ​ Collective Bargaining Pension Fund Plan Number 2023 2022 Implemented (2) ​ 2024 ​ 2023 Imposed Agreement ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Central States, Southeast and Southwest Areas Pension Fund ​ 36-6044243/001 Green Red Implemented $ 197,890 $ 160,566 no Various ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Laborers National Pension Fund 75-1280827/001 Red Red Implemented ​ 220,354 ​ 46,167 ​ no Various ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Laborers' District Council of Western Pennsylvania Pension Plan ​ 25-6135576/001 ​ Yellow ​ Yellow ​ Implemented ​ ​ 4,026 ​ ​ — ​ no ​ Various ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Engineers Local 324 Pension Fund ​ 38-1900637/001 ​ Red ​ Red ​ Implemented ​ ​ 50,666 ​ ​ 837 ​ no ​ Various ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Automatic Sprinkler Industry Pension Fund 52-6054620/001 Green Red Implemented ​ 570,197 ​ 214,590 ​ no Various ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carpenters Pension Fund of WV 55-6027998/001 Red Red Implemented ​ 871,079 ​ 907,515 ​ no Various ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plumbers & Pipefitters National Pension Fund 52-6152779/001 Green Yellow Implemented ​ 1,964,549 ​ 817,059 ​ no Various ​ ​ ​ ​ ​ ​ ​ ​ ​ Sheet Metal Workers' National Pension Fund 52-6112463/001 Green Yellow Implemented ​ 370,727 ​ 188,749 ​ no Various ​ ​ ​ ​ ​ ​ ​ ​ ​ Plumbers and Steamfitters Local 577 Pension Fund 31-6134953/001 Red Red Implemented ​ — ​ 5,623 ​ no Various ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sheet Metal Workers Local Pension Fund 34-6666753/001 Red Red Implemented ​ 4,716 ​ — ​ no Various ​ ​ ​ ​ ​ ​ ​ All Other Green Green ​ 5,729,480 ​ 9,258,051 ​ no Various ​ ​ ​ ​ ​ ​ ​ ​ $ 9,983,684 ​ $ 11,599,157 ​ ​ (1) The most recent PPA zone status available in 2024 and 2023 is the plan’s year-end during 2023 and 2022, respectively. The zone status is based on information that we received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. (2) Indicates whether the plan has a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) which is either pending or has been implemented. The Company currently does not have any intention of withdrawing from any of the multi-employer pension plans in which it participates. On November 12, 2021, the Company received a withdrawal liability claim from a pension plan to which the Company made pension contributions for union construction employees performing covered work in a particular jurisdiction. The Company has not performed covered work in their jurisdiction since 2011; however, the Company disagrees with the withdrawal claim and believes it is covered by an exemption under federal law. The demand called for thirty-four quarterly installment payments of $ 41,000 starting December 15, 2021. The Company must comply with the demand under federal pension law; however, the Company firmly believes no withdrawal liability exists. The Company is in negotiations with the pension fund to resolve the matter and all future payments have been suspended as part of the negotiation. The Company has expensed all $ 164,000 in payments made through September 30, 2023, and does not expect any future liabilities related to this claim. The Company made no payments during the twelve months ended September 30, 2024. ​ 23. CREDIT RISK Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents and contract receivables. The Company places its cash with high quality financial institutions. At times, the balances in such institutions may exceed the FDIC insurance limit of $250,000 per depositor, per insured bank, for each account ownership category. FDIC insurance covers all deposit accounts, including checking accounts, savings accounts, money market deposit accounts, and certificates of deposit. As of September 30, 2024, the Company had $ 13.2 million of uninsured deposits. The Company performs periodic credit evaluations of its customer’s financial condition and generally does not require collateral. Consequently, the Company is subject to potential credit risk related to business and economic factors that would affect these F-28 Table of Contents companies. However, the Company generally has certain statutory lien rights with respect to services provided. Credit losses consistently have been within management’s expectations. ​ 24. COMMITMENTS AND CONTINGENCIES During the normal course of operations, the Company is subject to certain subcontractor claims, mechanic’s liens, and other litigation. Management is of the opinion that no material obligations will arise from any pending legal proceedings. Accordingly, no provision has been made in the financial statements for such litigation. Some customers, particularly new ones or governmental agencies require the Company to post bid bonds, performance bonds and payment bonds (collectively, performance bonds). These performance bonds are obtained through insurance carriers and guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If the Company fails to perform under a contract or to pay subcontractors and vendors, the customer may demand that the insurer make payments or provide services under the bond. The Company must reimburse the insurer for any expenses or outlays it is required to make. In February 2014, the Company entered into an agreement with a surety company to provide bonding which will suit the Company’s immediate needs. The ability to obtain bonding for future contracts is an important factor in the contracting industry with respect to the type and value of contracts that can be bid on. Depending upon the size and conditions of a particular contract, the Company may be required to post letters of credit or other collateral in favor of the insurer. Posting these letters or other collateral will reduce our borrowing capabilities. The Company does not anticipate any claims in the foreseeable future. At September 30, 2024, the Company had $ 117.6 million in performance bonds outstanding. In the fiscal year 2020, the Company received $ 9.8 million in PPP Loans. The Company believes it meets the SBA’s certification requirement based on its limited access to capital, weakened business operations during the pandemic and small market value. The Company’s shares of common stock did not trade on a national exchange at that time. However, no assurance can be given as to the outcome if the SBA re-evaluates the Company’s loan certification. The SBA could determine that the Company does not qualify in whole or in part for loan forgiveness. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. The Company could be required to repay its PPP Loans. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects. ​ 25. ACQUISITIONS Energy Services accounts for business combinations under the acquisition method in accordance with ASC Topic 805 “Business Combinations”. Accordingly, for the transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with ASC 805, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition date, Energy Services records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined. On July 11, 2024, the Company’s Nitro subsidiary completed the acquisition of substantially all the physical assets of Heritage Painting, LLC (“Heritage Painting”), a West Virginia corporation located in Poca, West Virginia for $ 300,000 cash. The operations of Heritage has been absorbed into Nitro’s operations and is insignificant to the Company’s consolidated financial statements. The Heritage Painting acquisition purchase price is allocated in the table below: ​ ​ ​ ​ ​ Property and equipment $ 178,900 Customer relationships ​ ​ 121,100 Total ​ $ 300,000 ​ 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 F-29 Table of Contents 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. ​ 26. GOODWILL AND INTANGIBLE ASSETS ​ The Company follows the guidance of ASC 350-20-35-3 “Intangibles-Goodwill and Other (Topic 350)” which requires a company to record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment. The Company did not have a goodwill impairment at September 30, 2024 or 2023. A table of the Company’s goodwill is below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Beginning balance $ 4,087,554 $ 4,087,554 ​ ​ ​ ​ ​ ​ ​ Acquired ​ — ​ — ​ ​ ​ ​ ​ ​ ​ Ending balance ​ $ 4,087,554 ​ $ 4,087,554 ​ A table of the Company’s intangible assets subject to amortization at September 30, 2024, is below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated Accumulated Amortization and Amortization and ​ ​ ​ ​ Remaining Life ​ ​ ​ ​ Amortization and ​ Amortization and ​ Impairment ​ Impairment ​ Net Book ​ Net Book ​ ​ (in months) at ​ ​ ​ ​ Impairment at ​ Impairment at ​ Twelve Months Ended ​ Twelve Months Ended ​ Value at ​ Value at ​ ​ September 30, ​ Original ​ September 30, ​ September 30, ​ September 30, ​ September 30, ​ September 30, ​ September 30, Intangible assets: ​ 2024 ​ Cost ​ 2024 ​ 2023 ​ 2024 ​ 2023 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ West Virginia Pipeline: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ 75 ​ $ 2,209,724 ​ ​ 828,630 ​ $ 607,661 ​ ​ 220,969 ​ ​ 220,968 ​ $ 1,381,094 ​ $ 1,602,063 Tradename ​ 75 ​ ​ 263,584 ​ ​ 98,863 ​ ​ 72,500 ​ ​ 26,363 ​ ​ 26,364 ​ ​ 164,721 ​ ​ 191,084 Non-competes — ​ ​ 83,203 ​ ​ 83,203 ​ ​ 83,203 ​ ​ — ​ ​ 10,397 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolt Energy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employment agreement/non-compete — ​ 100,000 ​ 100,000 ​ 100,000 ​ ​ — ​ 22,221 ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Heritage Painting Customer relationships ​ 57 ​ ​ 121,100 ​ ​ 6,054 ​ ​ — ​ ​ 6,054 ​ ​ — ​ ​ 115,046 ​ ​ — Tri-State Paving: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ 91 ​ ​ 1,649,159 ​ ​ 398,547 ​ ​ 233,631 ​ ​ 164,916 ​ ​ 166,850 ​ ​ 1,250,612 ​ ​ 1,415,528 Tradename ​ 91 ​ ​ 203,213 ​ ​ 49,110 ​ ​ 28,789 ​ ​ 20,321 ​ ​ 20,421 ​ ​ 154,103 ​ ​ 174,424 Non-competes ​ — ​ ​ 39,960 ​ ​ 39,960 ​ ​ 39,960 ​ ​ — ​ ​ 23,370 ​ ​ — ​ ​ — Total intangible assets ​ $ 4,669,943 ​ $ 1,604,367 ​ $ 1,165,744 ​ $ 438,623 ​ $ 490,591 ​ $ 3,065,576 ​ $ 3,383,099 ​ Amortization expense associated with the identifiable intangible assets is expected to be as follows: ​ ​ ​ ​ ​ ​ Amortization Expense October 2024 to September 2025 ​ $ 456,780 October 2025 to September 2026 ​ 456,780 October 2026 to September 2027 ​ 456,780 October 2027 to September 2028 ​ 456,780 October 2028 to September 2029 ​ 450,746 After ​ ​ 787,710 Total ​ $ 3,065,576 ​ ​ F-30 Table of Contents 27. SUBSEQUENT EVENTS ​ On October 31, 2024, the Company announced it had entered into an Asset Purchase Agreement with Tribute Contracting & Consultants, LLC (“Tribute”), an underground utility contractor that primarily specializes in water and wastewater system installations in Ohio, Kentucky, and West Virginia. On December 2, 2024, the Company closed on the acquisition. Under the terms of the agreement, Energy Services’ new subsidiary, Tribute Acquisition Company, purchased substantially all of the assets of Tribute for $ 22.0 million in cash, less any assumed debt and working capital adjustments, and $ 2.0 million of Energy Services’ common stock. On November 20, 2024 , the Company’s Board of Directors approved a quarterly cash dividend of $ 0.03 per common share. The dividend will be paid on January 2, 2025 to holders of record as of December 13, 2024 . While this is expected to be a quarterly cash dividend, factors such as income from operations, cash flows, and overall financial outlook may affect future dividend payments. Management has evaluated all subsequent events for accounting and disclosure. There have been no other material events during the period, other than noted above, that would either impact the results reflected in the report or the Company’s results going forward. ​ ​ ​ ​ ​ ​ ​ ​ F-31