What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-12 · 116 added, 116 removed, 557 unchanged (29% of the section changed)

22 unchanged sentences

Current maturities of long-term debt

Current maturities of lines of credit and short term borrowings

Current maturities of short-term borrowings

Current maturities of operating lease liabilities

9 unchanged sentences

Shareholders’ equity

Common stock, $ .0001 par value Authorized 50,000,000 shares, 18,006,537 issued and 16,716,809 outstanding at March 31, 2025 and 17,860,413 issued and 16,570,685 outstanding at September 30, 2024

Treasury stock, 1,289,728 shares at March 31, 2025 and September 30, 2024

Common stock, $ .0001 par value Authorized 50,000,000 shares, 18,008,243 issued and 16,612,123 outstanding at June 30, 2025 and 17,860,413 issued and 16,570,685 outstanding at September 30, 2024

Treasury stock, 1,396,120 shares at June 30, 2025 and 1,289,728 shares at September 30, 2024

Additional paid in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of revenue

Selling and administrative expenses

(Loss) income from operations

( 8,092,227 )

( 1,082,397 )

Income (loss) from operations

( 3,278,213 )

Other income (expense)

Proceeds from lawsuit judgement

Other nonoperating expense

4 unchanged sentences

( 2,197,561 )

(Loss) gain before income taxes

( 9,005,153 )

( 1,481,880 )

( 7,695,390 )

Income tax (benefit) expense

( 2,206,735 )

( 1,750,705 )

Net (loss) income

Income (loss) before income taxes

( 5,475,774 )

Income tax expense (benefit)

( 1,612,718 )

Net income (loss)

( 3,863,056 )

1 unchanged sentence

Weighted average shares-diluted

(Loss) earnings per share available to common shareholders

(Loss) earnings per share-diluted available to common shareholders

Earnings (loss) per share available to common shareholders

Earnings (loss) per share-diluted available to common shareholders

The Accompanying Notes are an Integral Part of These Financial Statements

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

Cash flows from operating activities:

4 unchanged sentences

Accreted interest on PPP loans

Gain on sale of equipment

(Loss) gain on sale of equipment

Provision for deferred taxes

4 unchanged sentences

Decrease in accounts receivable-trade

Decrease (increase) in retainage receivable

Increase in retainage receivable

( 1,808,157 )

Decrease (increase) in other receivables

Decrease in contract assets

Increase in prepaid expenses and other

( 2,689,270 )

Decrease (increase) in other receivables

Increase in contract assets

( 5,090,894 )

Increase in prepaid expenses and other

Decrease in accounts payable

1 unchanged sentence

( 2,580,965 )

Decrease in accrued expenses and other current liabilities

( 3,497,456 )

( 2,237,438 )

Increase (decrease) in contract liabilities

( 1,434,485 )

(Decrease) increase in accrued expenses and other current liabilities

Increase in contract liabilities

Net cash provided by operating activities

12 unchanged sentences

Borrowings on lines of credit and short term debt, net of (repayments)

( 9,663,150 )

Cash dividend on common stock

( 1,002,668 )

Treasury stock purchased

Principal payments on long-term debt

3 unchanged sentences

( 15,747,423 )

Decrease in cash and cash equivalents

( 2,999,803 )

Increase (decrease) in cash and cash equivalents

( 1,893,705 )

11 unchanged sentences

Consolidated Statements of Changes in Shareholders’ Equity

For the three and six months ended March 31, 2025 and 2024

For the three and nine months ended June 30, 2025 and 2024

Additional Paid

12 unchanged sentences

( 8,537,787 )

Dividends on common stock ($ 0.03 per share on 16,718,515 shares)

Vested restricted stock award

Treasury stock purchased by company

Balance at June 30, 2025

( 6,957,713 )

Additional Paid

10 unchanged sentences

( 25,762,077 )

Treasury stock purchased by company

Balance at June 30, 2024

( 8,248,450 )

The Accompanying Notes are an Integral Part of These Financial Statements

49 unchanged sentences

The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations.

The operating results for the three and six months ended March 31, 2025 and 2024 are not necessarily indicative of the results to be expected for the full year or any other interim period.

The operating results for the three and nine months ended June 30, 2025 and 2024 are not necessarily indicative of the results to be expected for the full year or any other interim period.

Principles of Consolidation

10 unchanged sentences

Please refer to Note 2 “ Summary of Significant Accounting Policies ” of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended September 30, 2024, for a more detailed discussion of our significant accounting policies.

There were no material changes to these significant accounting policies during the three and six months ended March 31, 2025.

There were no material changes to these significant accounting policies during the three and nine months ended June 30, 2025.

ACCOUNTING FOR PAYCHECK PROTECTION PROGRAM LOANS

60 unchanged sentences

Lump Sum, Unit Price, Cost Plus and Time and Materials (“T&M”).

The following tables present our disaggregated revenue for the three and six months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

The following tables present our disaggregated revenue for the three and nine months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025

Gas & Petroleum

9 unchanged sentences

Total revenue from contracts

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

Gas & Petroleum

9 unchanged sentences

Total revenue from contracts

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Gas & Petroleum

9 unchanged sentences

Total revenue from contracts

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2024

Gas & Petroleum

16 unchanged sentences

The timing of billings to customers may generate contract assets or contract liabilities.

During the three and six months ended March 31, 2025, we recognized revenue of $ 6.8 million and $ 16.9 million, respectively, that was included in the contract liability balance at September 30, 2024.

During the three and nine months ended June 30, 2025, we recognized revenue of $ 0 and $ 16.9 million, respectively, that was included in the contract liability balance at September 30, 2024.

Accounts receivable-trade, net of allowance for doubtful accounts, contract assets and contract liabilities consisted of the following:

March 31, 2025

June 30, 2025

September 30, 2024

Accounts receivable-trade, net of allowance for doubtful accounts

( 4,573,066 )

Contract assets

Cost and estimated earnings in excess of billings

( 1,865,111 )

Contract liabilities

1 unchanged sentence

PERFORMANCE OBLIGATIONS

For the three and six months ended March 31, 2025, there was no significant revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2024.

For the three and nine months ended June 30, 2025, there was no significant revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2024.

Changes in contract transaction price can result from items such as executed or estimated change orders, and unresolved contract modifications and claims.

At March 31, 2025, the Company had $ 223.2 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized over the next twelve months.

At June 30, 2025, the Company had $ 258.2 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized over the next twelve months.

UNCOMPLETED CONTRACTS

Costs, estimated earnings, and billings on uncompleted contracts as of March 31, 2025 and September 30, 2024, are summarized as follows:

March 31, 2025

Costs, estimated earnings, and billings on uncompleted contracts as of June 30, 2025 and September 30, 2024, are summarized as follows:

June 30, 2025

September 30, 2024

4 unchanged sentences

Less billings in excess of costs and estimated earnings on uncompleted contracts

The Company’s unaudited backlog at March 31, 2025 and September 30, 2024 was $ 280.7 million and $ 243.2 million, respectively.

The Company’s unaudited backlog at June 30, 2025 and September 30, 2024 was $ 304.4 million and $ 243.2 million, respectively.

FAIR VALUE MEASUREMENTS

12 unchanged sentences

The fair value of the Company’s long term fixed-rate debt was estimated using a discounted cash flow analysis and a yield rate that was estimated based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities.

The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 41.2 million at March 31, 2025 was $ 40.0 million.

The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 43.1 million at June 30, 2025 was $ 42.0 million.

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.

1 unchanged sentence

EARNINGS PER SHARE

The amounts used to compute the earnings per share for the three and six months ended March 31, 2025 and 2024 are summarized below.

The amounts used to compute the earnings per share for the three and nine months ended June 30, 2025 and 2024 are summarized below.

Three Months Ended

Six Months Ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

Net (loss) income

( 6,798,418 )

( 1,108,828 )

Nine Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Net income (loss)

( 3,863,056 )

1 unchanged sentence

Weighted average shares outstanding-diluted

(Loss) Earnings per share available to common shareholders

(Loss) earnings per share available to common shareholders-diluted

Earnings (loss) per share available to common shareholders

Earnings (loss) per share available to common shareholders-diluted

The components of income taxes are as follows:

Three Months Ended

Six Months Ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

( 1,687,935 )

( 1,392,961 )

Nine Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

( 1,303,205 )

2 unchanged sentences

( 1,612,718 )

( 1,750,705 )

The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid.

1 unchanged sentence

The Company’s provision for income taxes is computed by applying a federal rate of 21.0 % and a blended state rate of approximately 5.0 % to 6.0 % to taxable income or loss after consideration of non-taxable and non-deductible items.

The effective income tax rate for the three months ended March 31, 2025 was ( 24.5 )%, as compared to ( 25.2 )%, for the same period in 2024.

The effective income tax rate for the six months ended March 31, 2025 was ( 22.8 )%, as compared to 42.3 %, for the same period in 2024.

The effective income tax rate for the three months ended June 30, 2025 was 6.2 %, as compared to 25.6 %, for the same period in 2024.

The effective income tax rate for the nine months ended June 30, 2025 was ( 29.5 )%, as compared to 26.7 %, for the same period in 2024.

Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income and non-deductible expenses.

1 unchanged sentence

The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows:

March 31, 2025

June 30, 2025

September 30, 2024

11 unchanged sentences

A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company had $ 12.8 million and $ 0 million of federal net operating loss carryforwards at March 31, 2025 and September 30, 2024, respectively.

The Company had $ 52.0 million and $ 20.5 million of state net operating loss carryforwards at March 31, 2025 and September 30, 2024, respectively.

The Company had $ 13.5 million and $ 0 million of federal net operating loss carryforwards at June 30, 2025 and September 30, 2024, respectively.

The Company had $ 84.5 million and $ 20.5 million of state net operating loss carryforwards at June 30, 2025 and September 30, 2024, respectively.

The state net operating loss carryforwards begin to expire in 2025.

5 unchanged sentences

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.

In July 2025, the Company renewed its $ 30.0 million line of credit effective June 28, 2025 with a maturity date of June 28, 2027.

The interest rate on the line of credit is the “ Wall Street Journal ” Prime Rate (the index) with a floor of 4.99 %.

The line of credit is limited to a borrowing base calculation as summarized below:

March 31, 2025

June 30, 2025

September 30, 2024

3 unchanged sentences

Interest rate

The Company’s $ 5.8 million and $ 4.5 million line of credit borrowings are recorded as a long-term debt as of March 31, 2025 and September 30, 2024, respectively.

The Company’s $ 11.6 million and $ 4.5 million line of credit borrowings are recorded as a long-term debt as of June 30, 2025 and September 30, 2024, respectively.

The financial covenants required by the Company’s lender are below:

8 unchanged sentences

The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question.

The Company was in compliance with all covenants at March 31, 2025.

The Company was not in compliance with all covenants at June 30, 2025 and received a waiver from its lender.

The Company projects to meet all covenant requirements for the next twelve months.

22 unchanged sentences

Short and Long - Term Debt

A summary of short-term and long-term debt as of March 31, 2025 and September 30, 2024 is as follows:

March 31, 2025

A summary of short-term and long-term debt as of June 30, 2025 and September 30, 2024 is as follows:

June 30, 2025

September 30, 2024

4 unchanged sentences

Term note payable to United Bank, WV Pipeline acquisition, due in monthly installments of $ 64,853 , including fixed interest at 4.25 %, final payment due by March 25, 2026, secured by receivables and equipment, guaranteed by certain directors of the Company.

Notes payable to finance companies, due in monthly installments totaling $ 192,000 at March 31, 2025 and $ 76,000 at September 30, 2024, including interest ranging from 0.00 % to 6.0 %, final payments due April 2025 through September 2028, secured by equipment.

Notes payable to finance companies, due in monthly installments totaling $ 219,000 at June 30, 2025 and $ 76,000 at September 30, 2024, including interest ranging from 0.00 % to 6.0 %, final payments due July 2025 through September 2028, secured by equipment.

Notes payable to United Bank, Tribute acquisition finance, due in monthly installments totaling $ 272,016 , including fixed interest at 6.9 %, final payment due December 2030 secured by receivables and equipment, guaranteed by certain directors of the Company.

1 unchanged sentence

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.

Equipment line of credit with a total of $ 5.0 million borrowings available, including fixed interest at 8.5 % for purchases made in the first twelve months.

After twelve months the borrowings will be converted to a forty-eight month term note agreement with a fixed interest rate equal to the “U.S.

Treasury Rate” plus 2.75 % per annum.

As of June 30, 2025, the Company had borrowed $ 3.7 million against this line of credit and made no principal payments.

The agreement is guaranteed by certain directors of the Company.

Notes payable to David Bolton and Daniel Bolton, due in annual installments totaling $ 500,000 , including interest at 3.25 %, final payment due December 31, 2025, unsecured.

10 unchanged sentences

Based on the market value calculation in the Agreement, the Sellers each received 67,386 shares of Stock.

Tribute earned revenues of $ 6.2 million and $ 7.9 million for the three and six months ended March 31, 2025, respectively.

Tribute earned revenues of $ 10.2 million and $ 18.1 million for the three and nine months ended June 30 , 2025, respectively.

Energy Services accounts for business combinations under the acquisition method in accordance with ASC Topic 805, Business Combinations .

19 unchanged sentences

If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment.

The Company did no t have a goodwill impairment at March 31, 2025 or September 30, 2024.

A table of the Company’s goodwill as of March 31, 2025 and September 30, 2024 is below:

March 31, 2025

The Company did no t have a goodwill impairment at June 30, 2025 or September 30, 2024.

A table of the Company’s goodwill as of June 30, 2025 and September 30, 2024 is below:

June 30, 2025

September 30, 2024

15 unchanged sentences

September 30,

Ended March 31,

Ended June 30,

at September 30,

12 unchanged sentences

Total intangible assets

The amortization on identifiable intangible assets for the three months ended March 31, 2025 and 2024 was $ 164,197 and $ 108,142 , respectively.

The amortization on identifiable intangible assets for the six months ended March 31, 2025 and 2024 was $ 295,060 and $ 216,284 , respectively.

The amortization on identifiable intangible assets for the three months ended June 30, 2025 and 2024 was $ 164,199 and $ 108,142 , respectively.

The amortization on identifiable intangible assets for the nine months ended June 30, 2025 and 2024 was $ 459,259 and $ 324,426 , respectively.

Amortization expense associated with the identifiable intangible assets is expected to be as follows:

Amortization Expense

April 2025 to March 2026

April 2026 to March 2027

April 2027 to March 2028

April 2028 to March 2029

April 2029 to March 2030

July 2025 to June 2026

July 2026 to June 2027

July 2027 to June 2028

July 2028 to June 2029

July 2029 to June 2030

LEASE OBLIGATIONS

3 unchanged sentences

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 $ 7,000 at March 31, 2025.

The first operating lease, for the Hurricane, West Virginia facility, had a net present value of $ 236,000 at inception, and a carrying value of $ 0 at June 30, 2025.

The 4.5 % interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception.

The Company intends to sign a one-year renewal and is evaluating the intent to renew for additional periods.

The second operating lease, for the Chattanooga, Tennessee facility, had a net present value of $ 144,000 at inception, and expired on August 31, 2024.

The lease was renewed for a two - year period with a net present value of $ 140,000 and had a carrying value of $ 87,900 at March 31, 2025.

The lease was renewed for a two - year period with a net present value of $ 140,000 and had a carrying value of $ 81,000 at June 30, 2025.

The 8.5 % interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception.

The Company has a right-of-use operating lease with Enterprise Fleet Management, Inc.

The Company had eighty - three vehicles on lease at March 31, 2025.

The right-of-use operating lease has a carrying value of $ 2.3 million at March 31, 2025.

The Company had eighty – six vehicles on lease at June 30, 2025.

The right-of-use operating lease has a carrying value of $ 2.2 million at June 30, 2025.

Each vehicle leased under the master lease program has its own implicit rate ranging from 12.8 % to 15.6 %.

3 unchanged sentences

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 $ 111,500 at March 31, 2025.

This lease, for the Winchester, Kentucky facility, had a net present value of $ 290,000 at inception and a carrying value of $ 72,000 at June 30, 2025.

The 7.75 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

1 unchanged sentence

Rental expense can vary by reporting period 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 $ 3.9 million and $ 3.3 million, respectively, for the three months ended March 31, 2025 and 2024.

Rental expense was $ 9.0 million and $ 8.7 million, respectively, for the six months ended March 31, 2025 and 2024.

Schedules related to the Company’s operating leases at March 31, 2025 can be found below:

Rental expense, which is included in cost of goods sold on the consolidated statements of income, was $ 4.8 million and $ 2.5 million, respectively, for the three months ended June 30, 2025 and 2024.

Rental expense was $ 13.8 million and $ 6.8 million, respectively, for the nine months ended June 30, 2025 and 2024.

Schedules related to the Company’s operating leases at June 30, 2025 can be found below:

Operating Lease-Weighted Average Remaining Term

Present value of

Fiscal year end

Operating lease 1

5 unchanged sentences

Operating Lease Maturity Schedule

April 2025 to March 2026

April 2026 to March 2027

April 2027 to March 2028

April 2028 to March 2029

April 2029 to March 2030

July 2025 to June 2026

July 2026 to June 2027

July 2027 to June 2028

July 2028 to June 2029

July 2029 to June 2030

Less amounts representing interest

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

Nine Months Ended

Operating Lease Expense

13 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

Nine Months Ended

Cash Paid for Operating Leases

5 unchanged sentences

SUBSEQUENT EVENTS

On April 15, 2025, the Company paid $ 502,000 in quarterly dividends to holders of record as of March 31, 2025.

In April 2025, the Company repurchased 106,392 common shares of stock at an average price of $ 7.99 .

On July 15, 2025, the Company paid $ 502,000 in quarterly dividends to holders of record as of July 3, 2025.

Management has evaluated all subsequent events for accounting and disclosure.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements