# Energy Services of America CORP (ESOA)

Informational only - not investment advice.

CIK: 0001357971
SIC: 1623 Water, Sewer, Pipeline, Comm & Power Line Construction
SIC breadcrumb: [Construction](/division/C/) > [SIC Major Group 16](/major-group/16/) > [SIC 1623 Water, Sewer, Pipeline, Comm & Power Line Construction](/industry/1623/)
Latest 10-K filed: 2025-12-15
SEC page: https://www.sec.gov/edgar/browse/?CIK=1357971
Filing source: https://www.sec.gov/Archives/edgar/data/1357971/000110465925121185/esoa-20250930x10k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 411001373 | USD | 2025 | 2025-12-15 |
| Assets | 215207056 | USD | 2025 | 2025-12-15 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-12-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001357971.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2013 | 2014 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  |  |  |  |  |  |  |  |  | 351,876,861 | 411,001,373 |
| Operating income |  |  | 6,904,680 | 382,147 | 3,921,072 | 3,822,412 | 3,669,653 | -1,123,210 | 6,492,610 | 13,036,437 | 19,835,246 | 4,215,473 |
| Gross profit |  |  | 14,198,003 | 7,783,916 | 11,649,254 | 12,679,798 | 13,501,231 | 12,921,022 | 22,370,748 | 36,813,335 | 49,954,316 | 38,775,713 |
| Diluted EPS |  |  | 0.17 | -0.05 | 0.12 | 0.10 | 0.12 | -0.07 | 0.23 | 0.44 | 1.51 | 0.02 |
| Operating cash flow |  |  | 6,781,236 | 1,177,737 | 9,063,687 | 4,326,870 | 14,985,570 | 798,939 | 8,284,667 | 21,067,773 | 18,677,004 | 4,137,006 |
| Capital expenditures |  |  | 3,406,019 | 2,788,272 | 1,883,126 | 3,364,985 | 3,534,821 | 6,047,693 | 5,308,189 | 10,822,373 | 8,755,349 | 6,354,069 |
| Dividends paid |  |  |  | 696,117 |  |  | 696,117 | 0.00 | 0.00 | 833,360 | 994,031 | 1,504,223 |
| Share buybacks | 30.00 | 30.00 |  |  | 49,795 | 300,600 | 268,228 | 0.00 | 0.00 | 219,615 | 41,380 | 844,230 |
| Assets |  |  | 56,396,366 | 57,303,135 | 54,681,390 | 55,928,038 | 58,163,286 | 70,171,461 | 112,626,845 | 142,509,149 | 158,247,000 | 215,207,056 |
| Liabilities |  |  | 33,872,674 | 36,172,316 | 31,400,343 | 31,263,681 | 32,339,257 | 45,519,188 | 84,386,301 | 107,920,160 | 99,552,856 | 155,971,263 |
| Stockholders' equity |  |  | 22,523,692 | 21,130,819 | 23,281,047 | 24,664,357 | 25,824,029 | 24,652,273 | 28,378,918 | 35,637,153 | 60,953,230 | 59,235,793 |
| Cash and cash equivalents |  |  | 3,815,790 | 1,663,222 | 1,065,550 | 4,578,275 | 11,216,820 | 8,226,739 | 7,427,474 | 16,431,572 | 12,926,036 | 12,241,408 |
| Free cash flow |  |  | 3,375,217 | -1,610,535 | 7,180,561 | 961,885 | 11,450,749 | -5,248,754 | 2,976,478 | 10,245,400 | 9,921,655 | -2,217,063 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2013 | 2014 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating margin |  |  |  |  |  |  |  |  |  |  | 5.64% | 1.03% |
| Liabilities / equity |  |  | 1.50 | 1.71 | 1.35 | 1.27 | 1.25 | 1.85 | 2.97 | 3.03 | 1.63 | 2.63 |
| Current ratio |  |  | 1.71 | 1.46 | 1.60 | 2.14 | 2.22 | 1.25 | 1.08 | 1.19 | 1.49 | 1.48 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001357971.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2019-Q4 | 2019-09-30 |  | 1,922,977 |  | derived Q4 = FY annual - nine-month YTD |
| 2020-Q1 | 2019-12-31 |  | -151,364 |  | reported discrete quarter |
| 2020-Q2 | 2020-03-31 |  | -1,771,861 |  | reported discrete quarter |
| 2020-Q3 | 2020-06-30 |  | -95,205 |  | reported discrete quarter |
| 2020-Q4 | 2020-09-30 |  | 4,142,447 |  | derived Q4 = FY annual - nine-month YTD |
| 2021-Q1 | 2020-12-31 |  | -724,912 |  | reported discrete quarter |
| 2021-Q2 | 2021-03-31 |  | -1,388,721 |  | reported discrete quarter |
| 2021-Q4 | 2021-09-30 |  | 1,690,660 |  | derived Q4 = FY annual - nine-month YTD |
| 2021-Q3 | 2021-12-31 |  | 1,170,980 |  | reported discrete quarter |
| 2022-Q2 | 2022-03-31 |  | -585,803 |  | reported discrete quarter |
| 2022-Q3 | 2022-06-30 |  | 1,622,114 | 0.10 | reported discrete quarter |
| 2022-Q4 | 2022-09-30 |  | 1,642,782 |  | derived Q4 = FY annual - nine-month YTD |
| 2023-Q1 | 2022-12-31 |  |  | 0.01 | reported discrete quarter |
| 2023-Q2 | 2023-03-31 |  |  | -0.11 | reported discrete quarter |
| 2023-Q3 | 2023-06-30 | 85,529,892 |  | 0.21 | reported discrete quarter |
| 2023-Q4 | 2023-09-30 | 104,858,572 |  |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2023-12-31 | 90,163,187 |  | 0.12 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 | 71,127,655 |  | -0.07 | reported discrete quarter |
| 2024-Q3 | 2024-06-30 | 85,923,760 |  | 1.06 | reported discrete quarter |
| 2024-Q4 | 2024-09-30 | 104,662,259 |  |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2024-12-31 | 100,646,114 |  | 0.05 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 | 76,679,151 |  | -0.41 | reported discrete quarter |
| 2025-Q3 | 2025-06-30 | 103,601,585 |  | 0.12 | reported discrete quarter |
| 2025-Q4 | 2025-09-30 | 130,074,523 |  |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2025-12-31 | 114,112,200 |  | 0.16 | reported discrete quarter |
| 2026-Q2 | 2026-03-31 | 93,173,442 |  | 0.01 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1357971/000110465926058681/esoa-20260331x10q.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-05-11
Report date: 2026-03-31

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of the financial condition and results of operations of Energy Services in conjunction with the “Financial Statements” appearing in this report as well as the historical financial statements and related notes contained elsewhere herein. Among other things, those historical consolidated financial statements include more detailed information regarding the basis of presentation for the following information. The term “Energy Services” refers to the Company, West Virginia Pipeline, SQP, Tri-State Paving, Ryan Construction, Tribute, and C.J. Hughes and C.J. Hughes’ wholly owned subsidiaries on a consolidated basis.

Forward Looking Statements

Within Energy Services’ (as defined below) consolidated financial statements and this Quarterly Report on Form 10-Q, there are included statements reflecting assumptions, expectations, projections, intentions, or beliefs about future events that are intended as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “project,” “forecast,” “may,” “will,” “should,” “could,” “expect,” “believe,” “intend” and other words of similar meaning.

These forward-looking statements do not guarantee future performance and involve or rely on risks, uncertainties, and assumptions that are difficult to predict or beyond Energy Services’ control. Energy Services has based its forward-looking statements on management’s beliefs and assumptions based on information available to management at the time the statements are made. Actual outcomes and results may differ materially from what is expressed, implied, and forecasted by forward-looking statements and any or all of Energy Services’ forward-looking statements may turn out to be wrong. The accuracy of such statements can be affected by inaccurate assumptions and by known or unknown risks and uncertainties.

All the forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements or that are otherwise included in this report. In addition, Energy Services does not undertake and expressly disclaims any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or otherwise.

Company Overview

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 perform horizontal directional drilling, civil, and general contracting services.

The Company had consolidated operating revenues of $93.2 million for the three months ended March 31, 2026, of which 54.6% was attributable to electrical, mechanical, and general contract services, 11.8% to gas and petroleum transmission projects, and 33.6% to gas & water distributions services. The Company had consolidated operating revenues of $76.7 million for the three months ended March 31, 2025, of which 60.3% was attributable to electrical, mechanical, and general contract services, 4.4% to gas and petroleum transmission projects, and 35.3% to gas & water distributions services.

The Company had consolidated operating revenues of $207.3 million for the six months ended March 31, 2026, of which 48.3% was attributable to electrical, mechanical, and general contract services, 17.0% to gas and petroleum transmission projects, and 34.7% to gas & water distributions services. The Company had consolidated operating revenues of $177.3 million for the six months ended March 31, 2025, of which 54.8% was attributable to electrical, mechanical, and general contract services, 12.3% to gas and petroleum transmission projects, and 32.9% to gas & water distributions services.

27

Table of Contents

Energy Services’ customers include many of the leading companies in the industries it serves, including:

TransCanada Corporation

NiSource, Inc.

Marathon Petroleum

Mountaineer Gas

Nucor Steel West Virginia

American Electric Power

Toyota Motor Manufacturing

Bayer Chemical

Dow Chemical

Kentucky American Water

WV American Water

Various state, county, and municipal public service districts.

The majority of the Company’s customers are in West Virginia, Virginia, Ohio, Pennsylvania, and Kentucky. However, the Company also performs work in other states including Alabama, Michigan, Illinois, Tennessee, North Carolina, and Indiana.

Energy Services’ sales force consists of industry professionals with significant relevant sales experience, who utilize industry contacts and available public data to determine how to market the Company’s line of products most appropriately. The Company relies on direct contact between its sales force and customers’ engineering and contracting departments to obtain new business.

A substantial portion of the Company’s workforce are union members of various construction-related trade unions and are subject to separately negotiated collective bargaining agreements that expire at varying time intervals. The Company believes its relationship with its unionized workforce is good.

C.J. Hughes Construction Company, Inc. (“C.J. Hughes”), a wholly owned subsidiary of the Company, is a general contractor primarily engaged in pipeline construction for utility companies. Contractors Rental Corporation (“Contractors Rental”), a wholly owned subsidiary of C.J. Hughes, provides union building trade employees for projects managed by C.J. Hughes.

Nitro Construction Services, Inc. (“NCS”), a wholly owned subsidiary of C.J. Hughes, provides electrical, mechanical, HVAC/R, and fire protection services to customers primarily in the automotive, chemical, and power industries. Nitro Electric Company, LLC (“Nitro Electric”), a wholly owned subsidiary of NCS, performs industrial electrical work and has a satellite office registered in Michigan. Pinnacle Technical Solutions, Inc. (“Pinnacle”), a wholly owned subsidiary of NCS, operates as a data storage facility within Nitro’s office building. Pinnacle is supported by NCS and has no employees of its own. NCS and its subsidiaries will collectively be referred to “Nitro”. Revolt Energy, LLC (“Revolt”), formerly a wholly owned subsidiary of NCS, that performed residential solar installations projects, was sold for a nominal consideration on March 1, 2025 in a transaction that was not material to the Company’s Consolidated Financial Statements. On September 30, 2025, Nitro completed the asset acquisition of Rigney Digital System Ltd. (“Rigney”), an HVAC/R controls company located in Hurricane, WV, which operates as a division of Nitro.

All C.J. Hughes, Nitro, and Contractors Rental construction personnel are union members of various related construction trade unions and are subject to collective bargaining agreements that expire at varying time intervals.

West Virginia Pipeline, Inc. (“West Virginia Pipeline” or “WVP”), a wholly owned subsidiary of Energy Services, operates as a gas and water distribution contractor primarily in southern West Virginia. The employees of West Virginia Pipeline are non-union and are managed independently of the Company’s union subsidiaries.

SQP Construction Group, Inc. (“SQP”), a wholly owned subsidiary of Energy Services, operates as a general contractor primarily in West Virginia. SQP engages in the construction and renovation of buildings and other civil construction projects for state and local government agencies and commercial customers. As a general contractor, SQP manages the overall construction project and subcontracts most of the work. The employees of SQP are non-union and are managed independently of the Company’s union subsidiaries.

Tri-State Paving & Sealcoating, Inc. (“TSP” or “Tri-State Paving”), a wholly owned subsidiary of Energy Services, provides utility paving services to water distribution customers in the Charleston, West Virginia, Lexington, Kentucky, and Chattanooga, Tennessee markets. The employees of TSP are non-union and are managed independently of the Company’s union subsidiaries.

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Table of Contents

Ryan Construction Services Inc. (“Ryan Construction” or “RCS”), a wholly owned subsidiary of Energy Services, provides directional drilling services for broadband service providers along with offering natural gas distribution services, cathodic protection and corrosion prevention services, and civil construction services. Ryan Construction operates primarily in West Virginia and Pennsylvania. The employees of RCS are non-union and are managed independently of the Company’s union subsidiaries.

Tribute Contracting & Consultants, Inc. (“Tribute” or “TCC”), a wholly owned subsidiary of Energy Services, was formed in October 2024 in connection with the acquisition of substantially all the assets of Tribute Contracting & Consultants, LLC (“Tribute LLC”). Tribute constructs water distribution and wastewater systems primarily for public municipalities in West Virginia, Ohio, and Kentucky. The employees of TCC are non-union and are managed independently of the Company’s union subsidiaries.

The Company’s website address is www.energyservicesofamerica.com. Information on our website is not part of this Quarterly Report on Form 10-Q unless otherwise stated.

The Securities and Exchange Commission (the “SEC”) maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding the Company. The Company makes available free of charge through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These items are available as soon as reasonably practicable after we electronically file or furnish such material with the SEC. These materials are also available free of charge by written request to: Charles Crimmel, Chief Financial Officer and Corporate Secretary, Energy Services of America Corporation, 75 West 3rd Ave., Huntington, West Virginia 25701.

Seasonality: Fluctuation of Results

Our revenues and results of operations can and usually are subject to seasonal variations. These variations are the result of weather, customer spending patterns, bidding seasons and holidays. The first quarter of the calendar year is typ

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

ITEM 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

​

You should read the following discussion of the financial condition and results of operations of Energy Services in conjunction with the historical financial statements and related notes contained elsewhere herein. Among other things, those historical consolidated financial statements include more detailed information regarding the basis of presentation for the following information.

Understanding Gross Margins

Our gross margin is gross profit expressed as a percentage of revenues. Cost of revenues consists primarily of salaries, wages and some benefits to employees, depreciation, fuel and other equipment costs, equipment rentals, subcontracted services, portions of insurance, facilities expense, materials and parts and supplies. Factors affecting gross margin include:

Seasonal. As discussed above, seasonal patterns can have a significant impact on gross margins. Usually, business is slower in the winter months versus the warmer months.

Weather. Adverse or favorable weather conditions can impact gross margin in each period. Periods of wet weather, snow or rainfall, as well as severe temperature extremes can severely impact production and therefore negatively impact revenues and margins. Conversely, periods of dry weather with moderate temperatures can positively impact revenues and margins due to the opportunity for increased production and efficiency.

Revenue Mix. The mix of revenues between customer types and types of work for various customers will impact gross margins. Some projects will have greater margins while others that are extremely competitive in bidding may have narrower margins.

18

Table of Contents

Service and Maintenance versus Installation. In general, installation work has a higher gross margin than maintenance work. This is because installation work usually is of a fixed price nature and therefore has higher risks involved. Accordingly, a higher portion of the revenue mix from installation work typically will result in higher margins.

Subcontract Work. Work that is subcontracted to other service providers generally has lower gross margins. Increases in subcontract work as a percentage of total revenues in each period may contribute to a decrease in gross margin.

Materials versus Labor. Typically, materials supplied on projects have lower margins than labor. Accordingly, projects with a higher material cost in relation to the entire job will have a lower overall margin.

Depreciation. Depreciation is included in our cost of revenue. This is a common practice in our industry but can make comparability to other companies difficult.

Margin Risk. Failure to properly execute a job including failure to properly manage and supervise a job could decrease the profit margin.

Selling and Administrative Expenses

Selling and administrative expenses consist primarily of compensation and related benefits to management, administrative salaries and benefits, marketing, communications, office and utility costs, professional fees, bad debt expense, letter of credit fees, general liability insurance and miscellaneous other expenses.

Results of Operations for the Fiscal Year Ended September 30, 2025, Compared to the Fiscal Year Ended September 30, 2024.

Revenue. A table comparing the components of the Company’s revenues for the fiscal years ended September 30, 2025, and 2024 is below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Twelve Months Ended

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 2025

  ​ ​ ​

% of total

  ​ ​ ​

September 30, 2024

  ​ ​ ​

% of total

  ​ ​ ​

Change

  ​ ​ ​

% Change

Gas & Water Distribution

​

$

149,574,917

​

36.4

%  

82,426,199

​

23.3

%  

$

67,148,718

​

81.5

%

Gas & Petroleum Transmission

​

64,586,137

15.7

%  

81,055,175

23.5

%  

(16,469,038)

(20.3)

%

Electrical, Mechanical, & General

​

196,840,319

47.9

%  

188,395,487

53.2

%  

8,444,832

4.5

%

Total

​

$

411,001,373

100.0

%  

351,876,861

100.0

%  

$

59,124,512

16.8

%

​

Revenue increased by $59.1 million, or 16.8%, to $411.0 million for the fiscal year ended September 30, 2025, from $351.9 million for the fiscal year ended September 30, 2024. The increase was the result of increased work in the Electrical, Mechanical, and General and Gas & Water Distribution business lines, partially offset by a decrease in Gas & Petroleum Transmission work.

Gas & Water Distribution revenues totaled $149.6 million for the fiscal year ended September 30, 2025, a $67.1 million increase from $82.4 million for the fiscal year ended September 30, 2024. The revenue increase was primarily related to the Company’s continued focus on increasing water project opportunities.

Gas & Petroleum Transmission revenues totaled $64.6 million for the fiscal year ended September 30, 2025, a $16.5 million decrease from $81.1 million for the fiscal year ended September 30, 2024. The revenue decrease was primarily related to bid opportunities received later in the current fiscal year and a significant decrease in natural gas project awards as compared to the previous fiscal year.

Electrical, Mechanical, & General services and construction revenues totaled $196.8 million for the fiscal year ended September 30, 2025, an $8.4 million increase from $188.4 million for the fiscal year ended September 30, 2024. The revenue increase was primarily related to increased mechanical and electrical maintenance services performed and an increase in new construction opportunities during the fiscal year ended September 30, 2025, as compared to the prior fiscal year.

19

Table of Contents

Cost of Revenues. A table comparing the components of the Company’s costs of revenues for fiscal years ended September 30, 2025 and 2024, is below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Twelve Months Ended

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 2025

  ​ ​ ​

% of total

  ​ ​ ​

September 30, 2024

  ​ ​ ​

% of total

  ​ ​ ​

Change

  ​ ​ ​

% Change

Gas & Water Distribution

​

$

131,260,431

35.3

%  

$

63,255,027

21.0

%  

$

68,005,404

107.5

%

Gas & Petroleum Transmission

​

60,106,509

16.1

%  

69,451,038

23.0

%  

(9,344,529)

(13.5)

%

Electrical, Mechanical, & General

​

176,304,885

47.4

%  

167,617,676

55.5

%  

8,687,209

5.2

%

Unallocated Shop Expense

​

4,553,835

1.2

%  

1,598,804

0.5

%  

2,955,031

184.8

%

Total

​

$

372,225,660

100.0

%  

$

301,922,545

100.0

%  

$

70,303,115

23.3

%

​

Total cost of revenues increased by $70.3 million, or 23.3%, to $372.2 million for the fiscal year ended September 30, 2025, from $301.9 million for the fiscal year ended September 30, 2024. The increase was the result of increased work in the Electrical, Mechanical, and General and Gas & Water Distribution business lines, partially offset by a decrease in Gas & Petroleum Transmission work.

Gas & Water Distribution cost of revenues totaled $131.3 million for the fiscal year ended September 30, 2025, a $68.0 million increase from $63.3 million for the fiscal year ended September 30, 2024. The cost of revenues increase was primarily related to the Company’s continued focus on increasing water project opportunities.

Gas & Petroleum Transmission cost of revenues totaled $60.1 million for the fiscal year ended September 30, 2025, a $9.3 million decrease from $69.5 million for the fiscal year ended September 30, 2024. The cost of revenues decrease was primarily related to bid opportunities received later in the current fiscal year and a significant decrease in natural gas project awards as compared to the previous fiscal year.

Electrical, Mechanical, & General services and construction cost of revenues totaled $176.3 million for the fiscal year ended September 30, 2025, an $8.7 million increase from $167.6 million for the fiscal year ended September 30, 2024. The cost of revenues increase was primarily related to increased mechanical and electrical maintenance services performed and an increase in new construction opportunities during the fiscal year ended September 30, 2025, as compared to the prior fiscal year.

Unallocated shop expenses totaled $4.6 million for the fiscal year ended September 30, 2025, a $3.0 million increase from $1.6 million for the fiscal year ended September 30, 2024. The increase in unallocated shop expenses was primarily due to decreased internal equipment charges to projects for the fiscal year ended September 30, 2025, as compared to the prior fiscal year.

Gross Profit. A table comparing the components of the Company’s gross profit for fiscal years ended September 30, 2025, and 2024, is below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Twelve Months Ended

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 2025

  ​ ​ ​

% of revenue

  ​ ​ ​

September 30, 2024

  ​ ​ ​

% of revenue

  ​ ​ ​

Change

  ​ ​ ​

% Change

Gas & Water Distribution

​

$

18,314,486

​

12.24

%  

$

19,171,172

​

23.26

%  

$

(856,686)

​

(4.5)

%

Gas & Petroleum Transmission

​

4,479,628

6.94

%  

​

11,604,137

14.32

%  

​

(7,124,509)

(61.4)

%

Electrical, Mechanical, & General

​

20,535,434

10.43

%  

​

20,777,811

11.03

%  

​

(242,377)

(1.2)

%

Unallocated Shop Expense

​

(4,553,835)

—

​

​

(1,598,804)

—

​

​

(2,955,031)

184.8

%

Total

​

$

38,775,713

9.4

%  

$

49,954,316

14.2

%  

$

(11,178,603)

(22.4)

%

​

Total gross profit decreased by $11.2 million or 22.4% to $38.8 million for the fiscal year ended September 30, 2025, from $50.0 million for the fiscal year ended September 30, 2024.

Gas & Water Distribution gross profit totaled $18.3 million for the fiscal year ended September 30, 2025, an $857,000 decrease from $19.2 million for the fiscal year ended September 30, 2024. The gross profit decrease was primarily related to greater competition in the water industry, combined with an increase in public water projects which have a lesser profit margin, and integrating new employees due to growth in the water business line.

Gas & Petroleum Transmission gross profit totaled $4.5 million for the fiscal year ended September 30, 2025, a $7.1 million decrease from $11.6 million for the fiscal year ended September 30, 2024. The gross profit decrease was primarily related to greater

20

Table of Contents

competition affecting project pricing in the transmission business line and less transmission work performed in the fiscal year ended September 30, 2025 as compared to the prior fiscal year.

Electrical, Mechanical, & General services and construction gross profit totaled $20.5 million for the fiscal year ended September 30, 2025, a $242,000 decrease from $20.8 million for the fiscal year ended September 30, 2024. The decrease in gross profit was primarily related to a large electrical project nearing completion at September 30, 2024 which was more profitable than expected while profit margins during the fiscal year ended September 30, 2025 were in line with expected profit margins over a larger volume of revenue.

Gross loss attributed to unallocated shop operations totaled $4.6 million for the fiscal year ended September 30, 2025, a $3.0 million increase from $1.6 million for the fiscal year ended September 30, 2024. The gross loss increase was primarily due to decreased internal equipment charges to projects for the fiscal year ended September 30, 2025, as compared to the prior fiscal year.

Selling and administrative expenses. Total selling and administrative expenses increased by $4.4 million to $34.6 million for the fiscal year ended September 30, 2025, from $30.1 million for the fiscal year ended September 30, 2024. The increase was primarily related to increased business opportunities and management hirings needed to secure and manage projects. Additionally, $1.9 million of the increase was related to Tribute, which was acquired on December 2, 2024, and included $608,000 related to the amortization of acquired intangible assets.

Income from operations. Income from operations was $4.2 million for the fiscal year ended September 30, 2025, a $15.6 million decrease from $30.1 million for the fiscal year ended September 30, 2024. The decrease was due to the items described above.

Other nonoperating expense. Other nonoperating expense increased by $203,000 or 942.8% to $225,000 for the fiscal year ended September 30, 2025, from $22,000 for the fiscal year ended September 30, 2024. The increase was primarily due to the receipt of a settlement from a former third-party administrator of the Company’s 401(k) retirement plan in the fiscal year ended September 30, 2024, which offset expenses, that did not repeat in the fiscal year ended September 30, 2025.

Income from lawsuit judgement. In the fiscal year ended September 30, 2024, the Company received $15.6 million from a lawsuit judgement against a former customer for work performed in a prior period.

Gain on sale of equipment. The net gain on the sale of equipment decreased by $178,000 or (68.0%) to $84,000 for the fiscal year ended September 30, 2025, from $261,000 for the fiscal year ended September 30, 2024. This decrease was primarily due to the Company sending more obsolete and underused equipment to auction during the fiscal year ended September 30, 2024 as compared to the fiscal year ended September 30, 2025.

Interest Expense. Interest expense increased by $1.0 million or 46.6% to $3.2 million for the fiscal year ended September 30, 2025, from $2.2 million for the fiscal year ended September 30, 2024. The increase was primarily due to the financing of the Tribute acquisition.

Net Income. Income before income taxes was $865,000 for the fiscal year ended September 30, 2025, compared to $33.5 million for the fiscal year ended September 30, 2024. The decrease was due to the items described above.

The income tax expense for the fiscal year ended September 30, 2025 was $485,000 as compared to $8.4 million for the fiscal year ended September 30, 2024. The decrease in income tax expense was due to a decrease in taxable income in the fiscal year ended September 30, 2025, as compared to the prior fiscal year.

The effective income tax rate for the fiscal year ended September 30, 2025 was 56.1%, as compared to 25.1% for the prior fiscal year. 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.

Net income for the fiscal year ended September 30, 2025 was $380,000 compared to $25.1 million for the fiscal year ended September 30, 2024. The decrease was due to the items described above.

21

Table of Contents

Segment Results

The following table sets forth segment revenues, segment income (loss) from operations and operating margins for the periods indicated, as well as the dollar and percentage change from the prior period:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended September 30,

​

Change

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

$

  ​ ​ ​

%

Revenues:

​

​

​

  ​ ​ ​

​

​

​

​

  ​ ​ ​

​

​

​

​

​

​

​

Underground Infrastructure Construction

​

$

222,966,841

​

54.2

%  

$

189,104,106

​

53.7

%  

$

33,862,735

​

17.9

%

Industrial Construction

​

​

138,935,139

​

33.8

%  

​

104,054,034

​

29.6

%  

​

34,881,105

​

33.5

%

Building Construction

​

​

49,099,393

​

11.9

%  

​

58,718,721

​

16.7

%  

​

(9,619,328)

​

(16.4)

%

Consolidated revenues

​

$

411,001,373

​

100.0

%  

$

351,876,861

​

100.0

%  

$

59,124,512

​

16.8

%

Income (loss) from operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Underground Infrastructure Construction

$

(1,934,020)

(0.9)

%  

$

11,558,065

6.1

%  

$

(13,492,085)

(116.7)

%

Industrial Construction

​

9,199,801

6.6

%  

​

7,908,577

7.6

%  

​

1,291,224

16.3

%

Building Construction

​

3,266,300

6.7

%  

​

4,889,181

8.3

%  

​

(1,622,881)

(33.2)

%

Corporate and Non-Allocated Costs

​

​

(6,316,608)

​

(1.5)

%  

​

(4,520,577)

​

(1.3)

%  

​

(1,796,031)

​

39.7

%

Consolidated income from operations

​

$

4,215,473

1.0

%  

$

19,835,246

5.6

%  

$

(15,619,773)

(78.7)

%

​

Underground Infrastructure Construction

Revenues. The $33.9 million increase in revenues for the year ended September 30, 2025 as compared to the prior fiscal year was primarily due to the Company’s focus on growing its natural gas and water distribution business lines.

(Loss) income from operations. The $13.5 million decrease in income from operations for the year ended September 30, 2025 as compared to the prior fiscal year was primarily due to the decreased profitability in water projects, integrating a new acquisition, and decreased volume of work and profitability from gas transmission projects.

Industrial Construction

Revenues. The $34.9 million increase in revenues for the year ended September 30, 2025 as compared to the prior fiscal year was primarily due to an increase in large construction projects awarded in the automotive and manufacturing industries.

Income from operations. The $1.3 million increase in income from operations for the year ended September 30, 2025 as compared to the prior fiscal year was primarily due to the increased volume in work awarded and completed in fiscal year 2025.

Building Construction

Revenues. The $9.6 million decrease in revenues for the year ended September 30, 2025 as compared to the prior fiscal year was primarily due to a concerted effort to focus on completing several large construction projects that were in backlog as of September 30, 2024.

Income from operations. The $1.6 million decrease in income from operations for the year ended September 30, 2025 as compared to the prior fiscal year was primarily due to the decreased volume of work completed in fiscal year 2025.

Corporate and Non-Allocated Costs

The $1.8 million increase in Corporate and Non-Allocated Costs for the year ended September 30, 2025 as compared to the prior fiscal year end was primarily due to additional management needed to support the organic and inorganic growth of the Company. The Company hired an additional controller to support an acquisition, a SOX (Sarbanes-Oxley) Compliance Officer, and a Risk Manager from a subsidiary. Additionally, the Company’s growth has led to increased legal and acquisition costs, SOX and financial audit fees, information technology and cybersecurity costs, and investor relations costs.

The Company’s disaggregated revenue does vary slightly from the Company’s segment reporting due to combining the Industrial and Building Construction into Electrical, Mechanical and General, and one legal entity in the Underground Infrastructure Construction segment that performs services other than underground construction that are included in Electrical, Mechanical and General. The volume of these services is not material to the Company’s segment reporting.

22

Table of Contents

Comparison of Financial Condition at September 30, 2025 Compared to September 30, 2024.

The Company had total assets of $215.2 million at September 30, 2025, an increase of $57.0 million from the prior fiscal year-end balance of $158.2 million.

The aggregate balance of accounts receivable, retainages receivable, allowance for doubtful accounts and other receivables totaled $93.2 million at September 30, 2025, an increase of $24.4 million from the combined prior fiscal year-end balance of $68.8 million. The increase was primarily due to the timing of receivables, retainages, and receipts at the fiscal year ended September 30, 2025 as compared to the prior fiscal year end.

Net property, plant and equipment totaled $53.5 million at September 30, 2025, an increase of $15.3 million from the prior fiscal year-end balance of $38.1 million. Property, plant and equipment acquisitions totaled $28.4 million for the fiscal year 2025 while depreciation expense was $12.0 million, and the net impact of disposals was $1.1 million.

Contract assets totaled $34.5 million at September 30, 2025, an increase of $9.9 million from the prior fiscal year-end balance of $24.6 million. This increase was primarily due to the timing of project billings and related costs and estimated earnings in excess of billings at September 30, 2025, as compared to at September 30, 2024.

Goodwill and acquired intangible assets totaled $14.8 million at September 30, 2025, a $7.6 million increase from the prior fiscal year end balance of $7.2 million and was the result of an $8.5 million increase related to the acquisitions of Tribute and Rigney, partially offset by intangible asset amortization expense of $1.1 million for the fiscal year ended September 30, 2025.

Prepaid expenses and other totaled $5.0 million at September 30, 2025, an increase of $937,000 from the prior fiscal year-end balance of $4.1 million. The increase was primarily due to federal and state incomes taxes receivable and the increase of various prepaid insurance accounts at the fiscal year ended September 30, 2025, as compared to the prior fiscal year end.

Cash and cash equivalents totaled $12.2 million at September 30, 2025, a decrease of $684,000 from the prior fiscal year-end balance of $12.9 million. The decrease was primarily related to a net $29.4 million investment in Company acquisitions and investment in property and equipment, partially offset by a net $24.6 million provided by financing activities and a net $4.1 million provided by operating activities.

Right-of-use assets acquired from operating leases totaled $2.1 million net of amortization expense at September 30, 2025, a decrease of $477,000 from the prior fiscal year-end balance of $2.5 million. The decrease was primarily related to $1.4 million in right-of-use asset payments and, partially offset by $866,000 in right-of-use asset additions during the fiscal year ended September 30, 2025.

Liabilities totaled $156.0 million at September 30, 2025, an increase of $56.4 million from the prior fiscal year-end balance of $99.6 million.

The aggregate balance of current maturities of long-term debt and long-term debt totaled $61.8 million at September 30, 2025, an increase of $38.2 million from the prior fiscal year-end balance of $23.6 million. The increase was primarily due to a $20.3 million increase in line of credit borrowings, $16.0 million increase related to the Tribute acquisition and an $11.4 million increase related to equipment financing, partially offset by $9.3 million in long-term debt repayments.

Contract liabilities totaled $28.3 million at September 30, 2025, an increase of $11.4 million from the prior fiscal year-end balance of $17.0 million. This increase was due to increased billings in excess of costs and earnings when computing earned revenue on construction projects at September 30, 2025, as compared to at September 30, 2024.

Accounts payable totaled $30.7 million as of September 30, 2025, an increase of $7.1 million from the prior fiscal year-end balance of $23.7 million. The increase was due to more work in progress at the end of the fiscal year ended September 30, 2025, as compared to the prior fiscal year-end.

Accrued expenses and other current liabilities totaled $15.9 million at September 30, 2025, an increase of $2.1 million from the prior fiscal year-end balance of $13.9 million. The decrease was primarily due to increased labor and burden expenses incurred towards the end of the fiscal year 2025, as compared to fiscal 2024.

23

Table of Contents

Net deferred income tax payable totaled $6.8 million at September 30, 2025, an increase of $263,000 from the prior fiscal year-end balance of $6.5 million. The decrease was primarily related to an increase in the net operating loss carry forward at the fiscal year ended September 30, 2025.

Current maturities of lines of credit and short-term borrowings totaled $10.4 million at September 30, 2025, an increase of $109,000 from the prior fiscal year-end balance of $10.3 million. The increase was due to $109,000 in accrued interest on PPP loan debt.

Income taxes payable totaled $0 at September 30, 2025, a decrease of $2.2 million from the prior fiscal year-end balance of $2.2 million primarily due to a decrease in taxable income for the fiscal year ended September 30, 2025 and compared to the fiscal year ended September 30, 2024.

Current and long-term operating lease liabilities totaled $2.0 million at September 30, 2025, a decrease of $489,000 from the prior fiscal year end balance of $2.5 million. The decrease was primarily related to $1.4 million in operating lease payments, partially offset by $866,000 in additions during the fiscal year ended September 30, 2025.

Shareholders’ equity totaled $59.2 million at September 30, 2025, an increase of $542,000 from the prior fiscal year-end balance of $58.7 million. The increase was primarily due to $380,000 in net income, a $2.9 million increase in equity related to common shares issued as consideration in acquisitions, an $81,000 increase in equity related to the vesting of common shares from restricted stock awards, partially offset by $2.0 million in cash dividend payments and $844,000 in stock repurchases by the Company.

Liquidity and Capital Resources

Operating Line of Credit

In July 2025, the Company renewed its $30.0 million line of credit with a maturity date of June 28, 2027. The interest rate on the line of credit is the “Wall Street Journal” Prime Rate (the index) with a floor of 4.99%.

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

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 2025

  ​ ​ ​

September 30, 2024

Eligible borrowing base

​

$

27,657,997

​

$

25,089,446

​

​

​

​

​

​

​

​

Borrowed on line of credit

24,750,000

4,500,000

​

​

​

​

​

​

​

​

​

Line of credit balance available

$

2,907,997

$

20,589,446

​

​

​

​

​

​

​

​

​

Interest rate

​

7.25

%  

8.5

%

​

The Company’s $24.8 million and $4.5 million line of credit borrowings are recorded as a long-term debt as of September 30, 2025 and 2024, respectively.

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.

24

Table of Contents

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 not in compliance with all covenants at September 30, 2025 and received a waiver from its lender. The Company projects to meet all covenant requirements for the next twelve months.

Paycheck Protection Program Loans

Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $13.1 million pursuant to the PPP Loans. In a special meeting held on April 27, 2020, the Board of Directors of the Company unanimously voted to return $3.3 million of the PPP Loans after discussing the financing needs of the Company and subsidiaries. That left the Company and subsidiaries with $9.8 million in PPP Loans to fund operations. During fiscal year 2021, the Company received notice that the SBA had granted forgiveness of the $9.8 million of PPP Loans and the SBA repaid the Lender in full. The forgiveness was recorded as other income for the fiscal year ended September 30, 2021.

During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. As part of the review, the SBA requested additional payroll information. Additionally, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans. As a result of this uncertainty, the Company restated the previously issued audited financial statements of the Company for fiscal 2022 and 2021. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $9.8 million, plus accrued interest.

During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. As of September 30, 2025, there have been no further requests or communications from the SBA relating to the PPP Loans.

Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request. The SBA could revisit its forgiveness decision and determine that the Company does not qualify in whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.

Long-Term Debt

On December 16, 2014, the Company’s Nitro subsidiary entered into a 20-year $1.2 million loan agreement with a bank to purchase the office building and property it had previously been leasing. The interest rate on this loan agreement is 4.82% with monthly payments of $7,800. The interest rate on this note is subject to change from time to time based on changes in the U.S. Treasury yield, adjusted to a constant maturity of three years as published by the Federal Reserve weekly. As of September 30, 2025, the Company had made principal payments of $490,000. The loan is collateralized by the building purchased under this agreement. The note is currently held by Peoples Bank, Inc.

On December 31, 2020, West Virginia Pipeline Acquisition Company, later renamed West Virginia Pipeline, Inc., entered into a $3.0 million sellers’ note agreement with David and Daniel Bolton for the remaining purchase price of West Virginia Pipeline, Inc. For the purchase price allocation, the $3.0 million note had a fair value of $2.85 million. As part of the $6.35 million acquisition price, the Company paid $3.5 million in cash in addition to the note. The unsecured five-year term note requires annual payments of at least $500,000 with a fixed interest rate of 3.25% on the $3.0 million sellers’ note, which equates to 5.35% on the carrying value of the note. As of September 30, 2025, the Company had made annual installment payments of $2.5 million.

On April 2, 2021, the Company entered into a $3.5 million Non-Revolving Note agreement with United Bank. This five-year agreement repaid the outstanding $3.5 million line of credit that was used for the down payment on the West Virginia Pipeline

25

Table of Contents

acquisition. This loan has monthly installment payments of $64,853 and has a fixed interest rate of 4.25%. The loan is collateralized by the Company’s equipment and receivables. As of September 30, 2025, the Company had made principal payments of $3.1 million.

On April 29, 2022, the Company entered into a $7.5 million Non-Revolving Note agreement with United Bank. This five-year agreement was used to finance the purchase of Tri-State Paving and has monthly payments of $129,910 with a fixed interest rate of 4.25%. As of September 30, 2025, the Company had made principal payments of $4.5 million.

On April 29, 2022, the Company entered into a $1.0 million promissory note agreement with Corns Enterprises, a related party, as partial consideration for the purchase of Tri-State Paving. David E. Corns continued his role as President of the Company’s Tri-State Paving Subsidiary until his retirement in May 2025. 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 will be calculated on 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, 2025.

On October 10, 2022, the Company entered into a $3.1 million promissory note agreement with United Bank. This five-year agreement financed the previous cash value of equipment purchased in the Ryan Construction acquisition. This loan has monthly installment payments of $60,000 and has a fixed interest rate of 6.0%. The loan is collateralized by the Company’s equipment and receivables. As of September 30, 2025, the Company had made principal payments of $1.7 million.

On June 1, 2023, the Company entered into a $9.3 million Non-Revolving Note agreement with United Bank. This five-year agreement gave the Company access to a $9.3 million line of credit (“Equipment Line of Credit 2023”), specifically for the purchase of equipment, for a period of six months with a fixed interest rate of 7.25%. After six months, all borrowings against the Equipment Line of Credit 2023 converted to a fifty-four-month term note agreement with a fixed interest rate of 7.25%. The loan is collateralized by the equipment purchased under this agreement. As of September 30, 2025, the Company had borrowed $9.3 million against this line of credit and made $3.4 million in principal payments.

On August 8, 2024, the Company entered into a $5.0 million Non-Revolving Note agreement with United Bank. This five-year agreement gave the Company access to a $5.0 million equipment line of credit, specifically for the purchase of equipment, for a period of twelve months with a variable interest rate based on the “Wall Street Journal” Prime Rate (the index) and initially at 8.5%. After twelve months, all borrowings against the equipment line of credit were 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. The loan is collateralized by the equipment purchased under this agreement. As of September 30, 2025, the Company had borrowed $5.0 million against this equipment line of credit and made repayments of $90,000 in principal payments.

On December 2, 2024, the Company entered into a $16.0 million loan agreement with United Bank to finance the acquisition of Tribute. This six-year agreement has monthly payments of $272,000 including a fixed interest rate of 6.9%. As of September 30, 2025, the Company had made $1.8 million in principal payments.

On September 30, 2025, the Company entered into a $500,000 sellers’ note agreement with Joe and Cathy Rigney for the remaining purchase price of Rigney Digital Systems Ltd. For the purchase price allocation, the $500,000 note had a fair carrying value of $461,000. As part of the $4.6 million acquisition price, the Company paid $3.0 million in cash in addition to the note and issued $1.0 million in common shares of the Company’s stock. The unsecured five-year term note requires a $500,000 payment at the end of the term with monthly interest paid at a fixed interest rate of 5.0% on the $3.0 million sellers’ note, which equates to 7.05% on the carrying value of the note.

At September 30, 2025, future expected payments due on short-term and long-term debt are as follows:

​

​

​

​

2026

  ​ ​ ​

$

21,948,182

2027

​

34,649,826

2028

​

6,552,086

2029

​

4,291,722

2030

​

3,637,104

Thereafter

​

1,125,293

​

​

$

72,204,213

​

26

Table of Contents

As of September 30, 2025, the Company had $12.2 million in cash and $46.9 million in working capital (defined as current assets less current liabilities).

Leases

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. As of September 30, 2025, the Company has only committed to one-year renewals and is evaluating whether to renew for additional periods.

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 $0 at September 30, 2025. The 4.5% interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception. The Company signed a one-year renewal after the lease expired and as of September 30, 2025 is evaluating whether 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 $50,000 at September 30, 2025. The 8.5% interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

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 fifty-one additional leased vehicles. The right-of-use operating lease had a carrying value of $1.9 million at September 30, 2025. Each vehicle leased under the master lease program has its own implicit rate.

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 $44,000 at September 30, 2025. The 7.5% interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

The maturities of the Company’s operating lease liabilities at September 30, 2025 are as follows:

​

​

​

​

​

2026

  ​ ​ ​

$

1,291,116

2027

​

799,632

2028

​

308,279

2029

​

101,426

​

​

2,500,453

Less amounts representing interest

​

(456,811)

Present value of operating lease liabilities

​

$

2,043,642

​

Off-Balance Sheet Transactions

Due to the nature of our industry, we often enter into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected on our balance sheets. Though for the most part not material in nature, some of these are:

Rental Agreements

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 the 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 $22.9 million and $16.3 million for the twelve months ended September 30, 2025, and 2024, respectively.

27

Table of Contents

Letters of Credit

Certain of our customers or vendors may require letters of credit to secure payments that the vendors are making on our behalf or to secure payments to subcontractors, vendors, etc. on various customer projects. At September 30, 2025, the Company did not have any outstanding letters of credit.

Performance Bonds

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.

Currently, the Company has 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, 2025, the Company had $84.3 million in performance bonds outstanding.

Concentration of Credit Risk

In the ordinary course of business, the Company grants credit under normal payment terms, generally without collateral, to our customers, which include natural gas and oil companies, general contractors, and various commercial and industrial customers located within the United States. Consequently, the Company is subject to potential credit risk related to business and economic factors that would affect these companies. However, the Company generally has certain statutory lien rights with respect to services provided. Under certain circumstances such as foreclosure, the Company may take title to the underlying assets in lieu of cash in settlement of receivables.

Please see the tables below for 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, 2025, and 2024:

​

​

​

​

​

​

​

  ​ ​ ​

Twelve Months Ended

  ​ ​ ​

Twelve Months Ended

Revenue

​

September 30, 2025

​

September 30, 2024

​

TransCanada Corporation

*

​

10.4

%

All other

100.0

%

89.6

%

Total

100.0

%

100.0

%

* Less than 10.0% and included in “All other” if applicable

​

​

​

​

​

​

Accounts receivable, net of retention

  ​ ​ ​

at September 30, 2025

  ​ ​ ​

at September 30, 2024

TransCanada Corporation

13.9

%

*

​

All other

86.1

%

100.0

%

Total

86.1

%

100.0

%

* 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 Company. However, due to the nature of the Company’s operations, the major customers and sources of revenues may change from year to year.

28

Table of Contents

Litigation

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 complied with the demand according to 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, 2022 and does not expect any future liabilities related to this claim. The Company did not make any payments during the twelve months ended September 30, 2025 or 2024.

Other than described above, at September 30, 2025, the Company was not involved in any legal proceedings other than in the ordinary course of business. The Company is a party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, punitive damages, civil penalties, or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims, and proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. At September 30, 2025, the Company does not believe that any of these proceedings, separately or in aggregate, would be expected to have a material adverse effect on our financial position, results of operations or cash flows.

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 will be calculated on the principal balance remaining and will 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, 2025.

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 to use asset and has payments of $7,000 per month. The total net present value at inception was $236,000 with no carrying value at September 30, 2025. The Company signed a one-year renewal after the lease expired and as of September 30, 2025 is evaluating whether to renew for additional periods. In May 2025, David E. Corns, member of Corns Enterprises and President of Tri-State Paving, retired.

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 2024 and 2025, the rental amounts for these specific years were $339,000, and $318,000, respectively.

29

Table of Contents

Other than mentioned above, there were no new material related party transactions entered into during the fiscal year ended September 30, 2025.

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.

Inflation

Most significant project materials, such as pipe or electrical wire, are provided by the Company’s customers. When possible, the Company attempts to lock in pricing with vendors and include qualifications regarding material cost increases in bids. Where allowed by contract, the Company will address fuel cost increases with customers. Significant inflation or supply chain issues could cause customers to delay or cancel planned projects; however, inflation did not have a significant effect on our results for the twelve months ended September 30, 2025, and 2024.

Critical Accounting Estimates

The discussion and analysis of the Company’s financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates. Management believes the following accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenues

The Company recognizes revenue as performance obligations are satisfied and control of the promised good 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 also does certain T&M service work that is generally completed in a short duration and is recognized at a point in time.

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.

30

Table of Contents

The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects could have a significant effect on our profitability.

Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. With the exception of customer affirmative claims, generally, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next three months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced.

Our contract liabilities consist of provisions for losses and billings in excess of costs and estimated earnings. Provisions for losses are recognized in the consolidated statements of income at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue. Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months.

The following table presents our costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings at September 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

September 30, 2025

​

September 30, 2024

Costs incurred on contracts in progress

  ​ ​ ​

$

471,208,654

  ​ ​ ​

$

347,180,901

Estimated earnings, net of estimated losses

​

71,159,322

​

59,349,378

​

​

542,367,976

​

406,530,279

Less billings to date

​

536,231,730

​

398,885,475

​

​

$

6,136,246

​

$

7,644,804

​

​

​

​

​

​

​

Costs and estimated earnings in excess of billed on

​

​

​

​

uncompleted contracts

​

$

34,455,011

​

$

24,595,792

Less billings in excess of costs and estimated earnings on

​

​

​

​

​

​

uncompleted contracts

​

28,318,765

​

16,950,988

​

​

​

​

​

​

​

​

​

$

6,136,246

​

$

7,644,804

​

Allowance for doubtful accounts

The Company provides an allowance for doubtful accounts when collection of an account is considered doubtful. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates relating to, among others, our customers’ access to capital, our customers’ willingness or ability to pay, general economic conditions and the ongoing relationship with the customers. While most of our customers are large well capitalized companies, should they experience material changes in their revenues and cash flows or incur other difficulties and not be able to pay the amounts owed, this could cause reduced cash flows and losses in excess of our current reserves.

Materially incorrect estimates of bad debt reserves could result in an unexpected loss in profitability for the Company. Additionally, frequently changing reserves could be an indication of risky or unreliable customers. At September 30, 2025, management review deemed that the allowance for doubtful accounts was adequate.

31

Table of Contents

Please see the allowance for doubtful accounts table below:

​

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 2025

  ​ ​ ​

September 30, 2024

Balance at beginning of period

​

$

738,526

​

$

51,063

Charged to expense

​

423,750

​

687,463

Deductions for uncollectible receivables written off, net of recoveries

​

(640,660)

​

—

Balance at end of period

​

$

521,616

​

$

738,526

​

Impairment of goodwill and intangible assets

The Company follows the guidance of Accounting Standards Codification (“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, 2025.

Materially incorrect estimates could cause an impairment of goodwill or intangible assets and result in a loss in profitability for the Company.

A table of the Company’s intangible assets subject to amortization 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:

  ​ ​ ​

2025

  ​ ​ ​

Cost

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

West Virginia Pipeline:

​

​

​

  ​

​

​

  ​

​

​

  ​

​

​

  ​

​

​

​

​

​

​

​

​

​

Customer relationships

​

63

​

$

2,209,724

​

​

1,049,610

​

$

828,630

​

​

220,980

​

​

220,969

​

$

1,160,114

​

$

1,381,094

Tradename

​

63

​

​

263,584

​

​

125,215

​

​

98,863

​

​

26,352

​

​

26,363

​

​

138,369

​

​

164,721

Non-competes

—

​

​

83,203

​

​

83,203

​

​

83,203

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Heritage Painting

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Customer relationships

​

45

​

​

121,100

​

​

30,270

​

​

6,054

​

​

24,216

​

​

6,054

​

​

90,830

​

​

115,046

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tri-State Paving:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Customer relationships

​

79

​

​

1,649,159

​

​

563,463

​

​

398,547

​

​

164,916

​

​

164,916

​

​

1,085,696

​

​

1,250,612

Tradename

​

79

​

​

203,213

​

​

69,431

​

​

49,110

​

​

20,321

​

​

20,321

​

​

133,782

​

​

154,103

Non-competes

​

—

​

​

39,960

​

​

39,960

​

​

39,960

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tribute Contracting & Consultants

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-compete 1

​

110

​

​

520,000

​

​

43,333

​

​

—

​

​

43,333

​

​

—

​

​

476,667

​

​

—

Non-compete 2

​

86

​

​

10,000

​

​

1,042

​

​

—

​

​

1,042

​

​

—

​

​

8,958

​

​

—

Tradename

​

50

​

​

80,000

​

​

13,333

​

​

—

​

​

13,333

​

​

—

​

​

66,667

​

​

—

Backlog

​

14

​

​

1,320,000

​

​

550,000

​

​

—

​

​

550,000

​

​

—

​

​

770,000

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Rigney Digital Systems

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tradename

​

132

​

​

657,100

​

​

—

​

​

—

​

​

—

​

​

—

​

​

657,100

​

​

—

Backlog

​

24

​

​

260,600

​

​

—

​

​

—

​

​

—

​

​

—

​

​

260,600

​

​

—

Non-compete

​

120

​

​

46,300

​

​

—

​

​

—

​

​

—

​

​

—

​

​

46,300

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total intangible assets

​

​

$

7,463,943

​

$

2,568,860

​

$

1,504,367

​

$

1,064,493

​

$

438,623

​

$

4,895,083

​

$

3,065,576

​

Depreciation and Amortization

The purpose of depreciation and amortization is to represent an accurate value of assets on the books. Every year, as assets are used, their values are reduced on the balance sheet and expensed on the income statement. As depreciation and amortization are a noncash expense, the amount must be estimated. Each year a certain amount of depreciation and amortization is written off and the book value of the asset is reduced.

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Table of Contents

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.

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 are initially recorded at their estimated fair value.

The Company’s depreciation expense for the twelve months ended September 30, 2025 and 2024 was $12.0 million and $8.5 million, respectively. In general, depreciation is included in “cost of revenues” on the Company’s consolidated statements of income.

The Company’s amortization expense for the twelve months ended September 30, 2025 and 2024 were $1,064,493 and $438,623, respectively. In general, amortization is included in “cost of revenues” on the Company’s consolidated statements of income.

Materially incorrect estimates of depreciation and amortization and/or the useful lives of assets could significantly impact the value of long-lived assets on the Company’s consolidated financial statements. A material overvaluation could result in impairment charges and reduced profitability for the Company.

Income Taxes

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% 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, 2025 was $485,000 as compared to $8.4 million for the fiscal year ended September 30, 2024. The decrease in income tax expense was due to an decrease in taxable income for the fiscal year ended September 30, 2025, as compared to the fiscal year ended September 30, 2024.

The effective income tax rate for the fiscal year ended September 30, 2025 was 56.1%, as compared to an effective income tax rate of 25.1% for the fiscal year ended September 30, 2024. 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.

Accounting for PPP Loans

The Company’s accounting for PPP loans reflects management’s best estimate of current and future amounts to be paid. The Company applies significant judgment regarding the determination of PPP loan forgiveness based on the rules established, and subsequently clarified by the SBA, including rules related to the Company’s affiliations and meeting SBA size standards.

Refer to Note 3 “Accounting for PPP Loans” in the accompanying consolidated financial statements for additional details.

New Accounting Pronouncements

In November 2024, the FASB issued an update that requires incremental disclosures about specific expense categories. Entities are required to disclose in the notes to financial statements the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and selling expenses included in each relevant expense caption of the statements of operations. The standard also requires disclosure of the amount, and a qualitative description of, other items remaining in relevant expense captions that are not separately disaggregated. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and both prospective and retrospective application are permitted. The Company is currently assessing the effect of this update.

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Table of Contents

In December 2023, the FASB issued an update that expands disclosures for tax rate reconciliation tables, primarily by requiring disaggregation of income taxes paid by jurisdiction, as well as greater disaggregation within the rate reconciliation. This update is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025. Early adoption and retrospective application are permitted. The Company is currently assessing the effect of this update.

Subsequent Events

On October 15, 2025, the Company paid a quarterly dividend of $0.03 per share to holders of record as of October 6, 2025.

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.

​
