エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
|
||
(State or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S. Employer Identification Number) |
|
||
(Address of Principal Executive Office) |
|
(Zip Code) |
(
(Registrant’s Telephone Number Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbols |
|
Name of Each Exchange |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. ☒ NO ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ NO ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
☐ |
☒ |
|
|
|
|
|
Non-accelerated filer |
☐ |
Smaller reporting company |
|
|
|
|
|
|
|
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
As of August 7, 2026, there were
|
||
|
|
|
|
|
|
2 |
||
|
|
|
3 |
||
|
|
|
4 |
||
|
|
|
5 |
||
|
|
|
6 |
||
|
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
25 |
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
44 |
|
|
|
|
44 |
||
|
|
|
|
|
|
45 |
||
|
|
|
45 |
||
|
|
|
46 |
||
|
|
|
46 |
||
47 |
||
|
|
|
48 |
1
Part 1. Financial Information
Item 1. Financial Statements (Unaudited):
Energy Services of America Corporation
Consolidated Balance Sheets
Unaudited
June 30, |
September 30, |
|||||
|
2026 |
|
2025 |
|||
Assets |
|
|
||||
Current assets |
|
|
|
|
||
Cash and cash equivalents |
$ |
|
$ |
|
||
Accounts receivable-trade |
|
|
|
|
||
Allowance for doubtful accounts |
|
( |
|
( |
||
Retainages receivable |
|
|
|
|
||
Other receivables |
|
|
|
|
||
Contract assets |
|
|
|
|
||
Prepaid expenses and other |
|
|
|
|
||
Total current assets |
|
|
|
|
||
|
|
|
||||
Property, plant and equipment, at cost |
|
|
|
|
||
less accumulated depreciation |
|
( |
|
( |
||
Total property and equipment, net |
|
|
|
|
||
|
|
|||||
Right-of-use assets-operating lease |
|
|
||||
Intangible assets, net |
|
|
||||
Goodwill |
|
|
||||
Total assets |
$ |
|
$ |
|
||
|
|
|||||
Liabilities and shareholders’ equity |
|
|
|
|
||
Current liabilities |
|
|
|
|
||
Current maturities of long-term debt |
$ |
|
$ |
|
||
Lines of credit and short-term borrowings |
|
|
|
|
||
Current maturities of operating lease liabilities |
|
|
||||
Accounts payable |
|
|
|
|
||
Accrued expenses and other current liabilities |
|
|
|
|
||
Contract liabilities |
|
|
|
|
||
Total current liabilities |
|
|
|
|
||
|
|
|
||||
Long-term debt, less current maturities |
|
|
|
|
||
Long-term operating lease liabilities, less current maturities |
|
|
||||
Deferred tax liability |
|
|
|
|
||
Total liabilities |
|
|
|
|
||
|
|
|
||||
Shareholders’ equity |
|
|
|
|
||
Common stock, $ |
||||||
Authorized |
|
|
|
|
||
Treasury stock, |
|
( |
|
( |
||
Additional paid in capital |
|
|
|
|
||
Retained earnings (deficit) |
|
|
|
( |
||
Total shareholders’ equity |
|
|
|
|
||
Total liabilities and shareholders’ equity |
$ |
|
$ |
|
||
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
2
Energy Services of America Corporation
Consolidated Statements of Income
Unaudited
|
Three Months Ended |
Three Months Ended |
Nine Months Ended |
Nine Months Ended |
||||||||
June 30, |
June 30, |
June 30, |
June 30, |
|||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|||||
Revenue |
$ |
|
$ |
|
$ |
|
$ |
|
||||
|
|
|
|
|
|
|||||||
Cost of revenue |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|||||||
Gross profit |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||||||
Selling and administrative expenses |
|
|
|
|
|
|
|
|
||||
Income (loss) from operations |
|
|
|
|
|
|
|
( |
||||
|
|
|
|
|||||||||
Other nonoperating expense |
( |
( |
( |
( |
||||||||
Interest expense |
( |
( |
( |
( |
||||||||
Gain on sale of equipment |
|
|
|
( |
|
|
|
|
||||
|
( |
|
( |
|
( |
|
( |
|||||
|
|
|
|
|||||||||
Income (loss) before income taxes |
|
|
|
|
|
|
|
( |
||||
|
|
|
|
|
|
|||||||
Income tax expense (benefit) |
|
|
|
|
|
|
|
( |
||||
|
|
|
|
|
||||||||
Net (loss) income |
$ |
|
$ |
|
$ |
|
$ |
( |
||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding-basic |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Weighted average shares-diluted |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|||||||||
Earnings (loss) per share available to common shareholders |
$ |
|
$ |
|
$ |
|
$ |
( |
||||
Earnings (loss) per share-diluted available to common shareholders |
$ |
|
$ |
|
$ |
|
$ |
( |
||||
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
3
Energy Services of America Corporation
Consolidated Statements of Cash Flows
Unaudited
|
Nine Months Ended |
Nine Months Ended |
||||
June 30, |
June 30, |
|||||
|
2026 |
|
2025 |
|||
Cash flows from operating activities: |
|
|
|
|
||
Net income (loss) |
$ |
|
$ |
( |
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|||||
Depreciation expense |
|
|
|
|
||
Accreted interest on PPP loans |
|
|
||||
Gain on sale of equipment |
( |
( |
||||
Provision for deferred taxes |
|
|
|
( |
||
Vested restricted stock award compensation |
|
|
||||
Tax settlement on shares repurchased |
|
( |
|
— |
||
Amortization of intangible assets |
|
|
||||
Accreted interest on note payable |
|
|
|
|
||
Decrease in accounts receivable-trade |
|
|||||
Increase in retainage receivable |
( |
( |
||||
(Increase) decrease in other receivables |
|
( |
|
|
||
Increase in contract assets |
( |
( |
||||
Increase in prepaid expenses and other |
( |
( |
||||
Decrease in accounts payable |
( |
( |
||||
Increase (decrease) in accrued expenses and other current liabilities |
|
( |
||||
(Decrease) increase in contract liabilities |
|
( |
|
|
||
Net cash provided by operating activities |
|
|
||||
|
|
|||||
Cash flows from investing activities: |
|
|
||||
Investment in property and equipment |
|
( |
|
( |
||
Acquisition of Tribute Contracting & Consultants |
— |
( |
||||
Proceeds from sales of property and equipment |
|
|
|
|
||
Net cash used in investing activities |
|
( |
|
( |
||
|
||||||
Cash flows from financing activities: |
|
|
||||
Proceeds from long-term debt |
|
— |
|
|
||
Borrowings on lines of credit and short term debt, net of (repayments) |
( |
|
||||
Treasury stock purchased |
( |
( |
||||
Cash dividend on common stock |
( |
( |
||||
Proceeds from capital raise, net of discounts and fees |
|
— |
||||
Principal payments on long-term debt |
( |
( |
||||
Net cash (used in) provided by financing activities |
|
( |
|
|
||
Increase in cash and cash equivalents |
|
|
|
|
||
Cash and cash equivalents beginning of period |
|
|
|
|
||
Cash and cash equivalents end of period |
$ |
|
$ |
|
||
|
|
|||||
Supplemental schedule of noncash investing and financing activities: |
|
|
||||
Purchases of property & equipment under financing agreements |
$ |
|
$ |
|
||
Net operating lease right-of-use assets received in exchange for operating lease liabilities |
$ |
|
$ |
|
||
Common dividends declared but not paid |
$ |
|
$ |
|
||
Common stock issued in Tribute Contracting & Consultants acquisition |
$ |
— |
$ |
|
||
|
|
|
||||
Supplemental disclosures of cash flows information: |
|
|
||||
Cash paid during the year for: |
|
|
||||
Interest |
$ |
|
$ |
|
||
Income taxes |
$ |
|
$ |
|
||
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
4
Energy Services of America Corporation
Consolidated Statements of Changes in Shareholders’ Equity
For the three and nine months ended June 30, 2026 and 2025
Total |
|||||||||||||||||
Common Stock |
Additional Paid |
Retained |
Treasury |
Shareholders’ |
|||||||||||||
|
|
Shares |
|
Amount |
|
in Capital |
|
Earnings (Deficit) |
|
Stock |
|
Equity |
|||||
Balance at September 30, 2025 |
|
|
|
( |
( |
|
|||||||||||
Net income |
— |
— |
— |
|
— |
|
|||||||||||
Restricted stock awards issued |
|
— |
|
— |
— |
|
|||||||||||
Unearned share-based compensation |
— |
— |
( |
— |
— |
( |
|||||||||||
Dividends on common stock ($ |
— |
— |
— |
( |
— |
( |
|||||||||||
Shares repurchased |
( |
— |
( |
— |
( |
( |
|||||||||||
Balance at December 31, 2025 |
|
|
$ |
|
$ |
|
$ |
( |
$ |
( |
$ |
|
|||||
Net income |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
|||||
Restricted stock awards issued |
|
— |
|
— |
— |
|
|||||||||||
Unearned share-based compensation |
— |
— |
( |
— |
— |
( |
|||||||||||
Shares repurchased as part of net settlement of restricted stock awards |
( |
— |
( |
— |
— |
( |
|||||||||||
Vested share compensation expense |
|
— |
|
— |
|
|
|
— |
|
— |
|
|
|||||
Dividends on common stock ($ |
— |
— |
— |
( |
— |
( |
|||||||||||
Shares repurchased |
( |
— |
( |
— |
— |
( |
|||||||||||
Equity raise, net of fees and offering expenses |
|
|
|
— |
— |
|
|||||||||||
Balance at March 31, 2026 |
|
$ |
|
$ |
|
$ |
( |
$ |
( |
$ |
|
||||||
Net income |
— |
— |
— |
|
— |
|
|||||||||||
Shares repurchased as part of net settlement of restricted stock awards |
( |
— |
( |
— |
— |
( |
|||||||||||
Vested share compensation expense |
— |
— |
|
— |
— |
|
|||||||||||
Dividends on common stock ($ |
— |
— |
— |
( |
— |
( |
|||||||||||
Balance at June 30, 2026 |
|
$ |
|
$ |
|
$ |
|
$ |
( |
$ |
|
||||||
Total |
|||||||||||||||||
Common Stock |
Additional Paid |
Retained |
Treasury |
Shareholders’ |
|||||||||||||
|
|
Shares |
|
Amount |
|
in Capital |
|
Deficit |
|
Stock |
|
Equity |
|||||
Balance at September 30, 2024 |
|
|
|
( |
( |
|
|||||||||||
|
|
|
|
|
|||||||||||||
Net income |
— |
— |
— |
|
— |
|
|||||||||||
Dividends on common stock ($ |
— |
— |
— |
( |
— |
( |
|||||||||||
|
|
|
|
|
|||||||||||||
Common shares issued as part of acquisition |
|
|
|
— |
— |
|
|||||||||||
Balance at December 31, 2024 |
|
|
$ |
|
$ |
|
$ |
( |
$ |
( |
$ |
|
|||||
|
|
|
|
|
|
|
|||||||||||
Net loss |
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
|||||
|
|
|
|
|
|
|
|||||||||||
Dividends on common stock ($ |
— |
— |
— |
( |
— |
( |
|||||||||||
Vested restricted stock award |
|
|
|
— |
— |
|
|||||||||||
Balance at March 31, 2025 |
|
$ |
|
$ |
|
$ |
( |
$ |
( |
$ |
|
||||||
Net income |
— |
— |
— |
|
— |
|
|||||||||||
Dividends on common stock ($ |
— |
— |
— |
( |
— |
( |
|||||||||||
Vested restricted stock award |
|
|
|
— |
— |
|
|||||||||||
Treasury stock purchased by company |
( |
— |
( |
— |
( |
( |
|||||||||||
Balance at June 30, 2025 |
|
$ |
|
$ |
|
$ |
( |
$ |
( |
$ |
|
||||||
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
5
ENERGY SERVICES OF AMERICA CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION
Energy Services of America Corporation (“Energy Services” or the “Company”), formed in 2006, is a contractor and service company that operates primarily in the mid-Atlantic and central regions of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. For the gas industry, the Company is primarily engaged in the construction, replacement and repair of natural gas pipelines and storage facilities for utility companies and private natural gas companies. Energy Services is involved in the construction of both interstate and intrastate pipelines, with an emphasis on the latter. For the oil industry, the Company provides a variety of services relating to pipeline, storage facilities and plant work. For the power, chemical, and automotive industries, the Company provides a full range of electrical and mechanical installations and repairs including substation and switchyard services, site preparation, equipment setting, pipe fabrication and installation, packaged buildings, transformers, and other ancillary work with regards thereto. Energy Services’ other pipeline services include corrosion protection services, horizontal drilling services, liquid pipeline construction, pump station construction, production facility construction, water and sewer pipeline installations, various maintenance and repair services and other services related to pipeline construction. The Company has also added the ability to install broadband and solar electric systems and perform civil and general contracting services.
Segments
Energy Services’ are: Underground Infrastructure Construction, Industrial Construction, and Building Construction.
Underground Infrastructure Construction primarily includes new construction and maintenance work in the following areas: water and wastewater pipelines, natural gas distribution pipelines, natural gas transmission pipelines, natural gas stations and ancillary facilities, corrosion protection services, and horizontal drilling services.
Industrial Construction primarily includes new construction and maintenance work in the following areas: electrical, mechanical, HVAC/R, controls, and fire protection services in automotive, chemical, power, and manufacturing facilities.
Building Construction primarily includes new construction and rehabilitation activities in the following areas: school projects, local and state building projects, and small bridge projects. Most services performed by the legal entity in this segment are subcontracted both to outside contractors and internally to other legal entities within the Company. Services subcontracted internally are eliminated from segmented reporting.
Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto for the years ended September 30, 2025, and 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on December 15, 2025. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to the interim financial reporting rules and regulations of the SEC. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three and nine months ended June 30, 2026 and 2025 are not necessarily indicative of the results to be expected for the full year or any other interim period.
Principles of Consolidation
The consolidated financial statements of Energy Services include the accounts of Energy Services, its wholly owned subsidiaries West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving, Tribute and C.J. Hughes and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation. Unless the context requires otherwise, references to Energy Services include Energy Services, West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving, Tribute, and C.J. Hughes and its subsidiaries.
6
Use of Estimates and Assumptions
The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and loss during the reporting period. Actual results could differ materially from those estimates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Please refer to Note 2 “Summary of Significant Accounting Policies” of the consolidated financial statements in our Annual Report on Form 10-K for the year ended September 30, 2025, for a more detailed discussion of our significant accounting policies. There were no material changes to these significant accounting policies during the nine months ended June 30, 2026.
3. ACCOUNTING FOR PAYCHECK PROTECTION PROGRAM LOANS
Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the Paycheck Protection Program (“PPP”). On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with United Bank as its lender (the “Lender”) in an aggregate principal amount of $
During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. As part of the review, the SBA requested additional payroll information. Additionally, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans. As a result of this uncertainty, the Company restated the previously issued audited financial statements of the Company for the fiscal years 2022 and 2021. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $
During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. As of June 30, 2026, there have been no further requests or communications from the SBA relating to the PPP Loans.
Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request. The SBA could revisit its forgiveness decision and determine that the Company does not qualify as a whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.
7
4. REVENUE RECOGNITION
Our revenue is primarily derived from construction contracts that can span several quarters. We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606” or “Topic 606”) which provides for a five-step model for recognizing revenue from contracts with customers as follows:
| ● | Identify the contract |
| ● | Identify performance obligations |
| ● | Determine the transaction price |
| ● | Allocate the transaction price |
| ● | Recognize revenue |
The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. We believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:
| ● | the completeness and accuracy of the original bid; |
| ● | costs associated with scope changes; |
| ● | changes in costs of labor and/or materials; |
| ● | extended overhead and other costs due to owner, weather and other delays; |
| ● | subcontractor performance issues; |
| ● | changes in productivity expectations; |
| ● | site conditions that differ from those assumed in the original bid; |
| ● | changes from original design on design-build projects; |
| ● | the availability and skill level of workers in the geographic location of the project; |
| ● | a change in the availability and proximity of equipment and materials; |
| ● | our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and |
| ● | the customer’s ability to properly administer the contract. |
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects, could have a significant effect on our profitability.
Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. With the exception of customer affirmative claims, generally, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next three months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced.
Our contract liabilities consist of billings in excess of costs and estimated earnings. Billings in excess of costs and estimated earnings represent amounts billed to customers in advance of the Company’s performance, including advance payments negotiated as a contract condition. These amounts are generally recognized as revenue over the next twelve months as the related performance obligations are satisfied.
Provisions for expected losses are recognized in the consolidated statements of income at the individual performance obligation level in the period in which management determines that the estimated total costs to satisfy a performance obligation will exceed the estimated total revenue expected to be realized from that performance obligation.
8
5. SEGMENT INFORMATION
Energy Services’ operations are managed by senior executives who report to the Company’s President and CEO (the “President”), the chief operating decision maker. The President uses operating income for each of Energy Services’ reportable segments and considers forecast to actual variances to assess performance and when making decisions about allocating capital and other resources.
Energy Services’ are: Underground Infrastructure Construction, Industrial Construction, and Building Construction.
Underground Infrastructure Construction primarily includes new construction and maintenance work in the following areas: water and wastewater pipelines, natural gas distribution pipelines, natural gas transmission pipelines, natural gas stations and ancillary facilities, corrosion protection services, and horizontal drilling services.
Industrial Construction primarily includes new construction and maintenance work in the following areas: electrical, mechanical, HVAC/R, controls, and fire protection services in automotive, chemical, power, and manufacturing facilities.
Building Construction primarily includes new construction and rehabilitation activities in the following areas: school projects, local and state building projects, and small bridge projects. Most services performed by the legal entity in this segment are subcontracted both to outside contractors and internally to other legal entities within the Company. Services subcontracted internally are eliminated from segmented reporting.
Energy Services’ segment results are derived from the types of services provided across its operating companies in each of its end-user markets. The Company’s business model allows multiple operating companies to serve the same or similar customers and to provide a range of services across end-user markets. Reportable segment information, including revenues and operating income by type of work, is gathered from each operating company. Classification of operating company revenues by type of work for segment reporting purposes can require judgment on the part of management. Segment operating expenses (excluding depreciation expense) primarily include cost of services, such as wages and benefits; subcontractor costs; materials; certain equipment rental and maintenance costs, and other direct and indirect project costs.
Separate measures of the Company’s assets and cash flows by reportable segment, including capital expenditures, are utilized by the President to evaluate segment performance since the Company’s fixed assets are not used on an interchangeable basis across its reportable segments.
Corporate and non-allocated costs include non-allocated corporate salaries, benefits and incentive compensation, acquisition and integration costs, non-cash stock-based compensation, investor relation expenses, and accounting review and audit fees.
The following tables show interim segment financial information for the three and nine months ended and at June 30, 2026:
Underground |
|||||||||||||
Infrastructure |
Industrial |
Building |
|||||||||||
Three Months Ended June 30, 2026 |
|
Construction |
|
Construction |
|
Construction |
|
Total |
|||||
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Segment direct operating expenses (excluding depreciation) |
|
|
|
|
|||||||||
Direct depreciation expense |
|
|
— |
|
|||||||||
Segment gross profit |
|
|
|
|
|||||||||
Segment gross profit percentage |
|
% |
|
% |
|
% |
|
% |
|||||
Selling, general, and administrative expenses |
|
|
|
|
|||||||||
Indirect depreciation expense |
— |
— |
|
|
|||||||||
Intangible asset amortization expenses |
|
|
— |
|
|||||||||
Segment indirect operating expenses |
|
|
|
|
|||||||||
Segment income from operations |
|
|
|
|
|||||||||
Segment operating margin percentage |
|
% |
|
% |
|
% |
|
% |
|||||
Corporate and non-allocated costs |
|||||||||||||
Corporate depreciation expense |
|||||||||||||
Total consolidated income from operations |
$ |
|
|||||||||||
9
|
Underground |
|
|
|
|
||||||||
Infrastructure |
Industrial |
Building |
|||||||||||
Nine Months Ended June 30, 2026 |
Construction |
Construction |
Construction |
Total |
|
||||||||
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Segment direct operating expenses (excluding depreciation) |
|
|
|
|
|
|
|
|
|||||
Direct depreciation expense |
|
|
|
|
|
— |
|
|
|||||
Segment gross profit |
|
|
|
|
|
|
|
|
|||||
Segment gross profit percentage |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
Selling, general, and administrative expenses |
|
|
|
|
|
|
|
|
|||||
Indirect depreciation expense |
|
— |
|
— |
|
|
|
|
|||||
Intangible asset amortization expenses |
|
|
|
|
|
— |
|
|
|||||
Segment indirect operating expenses |
|
|
|
|
|
|
|
|
|||||
Segment income from operations |
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Segment operating margin percentage |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
Corporate and non-allocated costs |
|
|
|
|
|
|
|
||||||
Corporate depreciation expense |
|
|
|
|
|
|
|
||||||
Total consolidated income from operations |
|
|
|
|
|
$ |
|
||||||
At June 30, 2026 |
||||||||||||
Underground |
||||||||||||
Infrastructure |
Industrial |
Building |
||||||||||
Property, plant and equipment, at cost, less accumulated depreciation |
|
Construction |
|
Construction |
|
Construction |
|
Total |
||||
Segments |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Corporate |
— |
— |
— |
|
||||||||
Total |
$ |
|
$ |
|
$ |
|
$ |
|
||||
The following tables show interim segment financial information for the three and nine months ended and at June 30, 2025:
Underground |
|||||||||||||
Infrastructure |
Industrial |
Building |
|||||||||||
Three Months Ended June 30, 2025 |
|
Construction |
|
Construction |
|
Construction |
|
Total |
|||||
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Segment direct operating expenses (excluding depreciation) |
|
|
|
|
|||||||||
Direct depreciation expense |
|
|
|
— |
|
||||||||
Segment gross profit |
|
|
|
|
|
||||||||
Segment gross profit percentage |
|
|
% |
|
% |
|
% |
|
% |
||||
Selling, general, and administrative expenses |
|
|
|
|
|||||||||
Indirect depreciation expense |
— |
— |
|
|
|||||||||
Intangible asset amortization expenses |
|
|
— |
|
|||||||||
Segment indirect operating expenses |
|
|
|
|
|||||||||
Segment income from operations |
|
|
|
|
|||||||||
Segment operating margin percentage |
|
% |
|
% |
|
% |
|
% |
|||||
Corporate and non-allocated costs |
|||||||||||||
Corporate depreciation expense |
|||||||||||||
Total consolidated income from operations |
$ |
|
|||||||||||
10
|
Underground |
|
|
|
|
||||||||
Infrastructure |
Industrial |
Building |
|
||||||||||
Nine Months Ended June 30, 2025 |
Construction |
Construction |
Construction |
Total |
|
||||||||
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Segment direct operating expenses (excluding depreciation) |
|
|
|
|
|
|
|
|
|||||
Direct depreciation expense |
|
|
|
|
|
— |
|
|
|||||
Segment gross profit |
|
|
|
|
|
|
|
|
|||||
Segment gross profit percentage |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
Selling, general, and administrative expenses |
|
|
|
|
|
|
|
|
|||||
Indirect depreciation expense |
|
— |
|
— |
|
|
|
|
|||||
Intangible asset amortization expenses |
|
|
|
|
|
— |
|
|
|||||
Segment indirect operating expenses |
|
|
|
|
|
|
|
|
|||||
Segment (loss) income from operations |
|
( |
|
|
|
|
|
|
|||||
Segment operating margin percentage |
|
( |
% |
|
|
% |
|
|
% |
|
|
% |
|
Corporate and non-allocated costs |
|
|
|
|
|
|
|
||||||
Corporate depreciation expense |
|
|
|
|
|
|
|
||||||
Total loss from operations |
|
|
|
|
|
$ |
( |
||||||
At June 30, 2025 |
||||||||||||
Underground |
||||||||||||
Infrastructure |
Industrial |
Building |
||||||||||
Property, plant and equipment, at cost, less accumulated depreciation |
|
Construction |
|
Construction |
|
Construction |
|
Total |
||||
Segments |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Corporate |
— |
— |
— |
|
||||||||
Total |
$ |
|
$ |
|
$ |
|
$ |
|
||||
6. DISAGGREGATION OF REVENUE
The Company disaggregates revenue based on the following lines of service: (1) Gas & Water Distribution, (2) Gas & Petroleum Transmission, and (3) Electrical, Mechanical, & General services and construction. Our contract types are: Lump Sum, Unit Price, Cost Plus and T&M. The following tables present our disaggregated revenue for the three and nine months ended June 30, 2026 and 2025:
Three Months Ended June 30, 2026 |
||||||||||||
Electrical, |
||||||||||||
|
Gas & Water |
Gas & Petroleum |
Mechanical, & |
Total revenue |
||||||||
|
Distribution |
|
Transmission |
|
General |
|
from contracts |
|||||
Lump sum contracts |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Unit price contracts |
|
|
|
|
|
|
|
|
||||
Cost plus and T&M contracts |
|
|
|
|
|
|
|
|
||||
Total revenue from contracts |
|
|
|
|
||||||||
|
|
|||||||||||
Earned over time |
|
|
|
|
||||||||
Earned at point in time |
|
— |
|
— |
|
— |
|
— |
||||
Total revenue from contracts |
$ |
|
$ |
|
$ |
|
$ |
|
||||
11
Nine Months Ended June 30, 2026 |
||||||||||||
Electrical, |
||||||||||||
Gas & Water |
Gas & Petroleum |
Mechanical, & |
Total revenue |
|||||||||
|
Distribution |
|
Transmission |
|
General |
|
from contracts |
|||||
Lump sum contracts |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Unit price contracts |
|
|
|
|
|
|
|
|
||||
Cost plus and T&M contracts |
|
|
|
|
|
|
|
|
||||
Total revenue from contracts |
|
|
|
|
||||||||
Earned over time |
|
|
|
|
||||||||
Earned at point in time |
|
|
|
|
|
|
|
|
||||
Total revenue from contracts |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Three Months Ended June 30, 2025 |
||||||||||||
Electrical, |
||||||||||||
|
Gas & Water |
Gas & Petroleum |
Mechanical, & |
Total revenue |
||||||||
|
Distribution |
|
Transmission |
|
General |
|
from contracts |
|||||
Lump sum contracts |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Unit price contracts |
|
|
|
|
|
|
|
|
||||
Cost plus and T&M contracts |
|
|
|
|
|
|
|
|
||||
Total revenue from contracts |
|
|
|
|
||||||||
|
||||||||||||
Earned over time |
|
|
|
|
||||||||
Earned at point in time |
|
|
|
|
|
|
|
|
||||
Total revenue from contracts |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Nine Months Ended June 30, 2025 |
||||||||||||
Electrical, |
||||||||||||
|
Gas &Water |
Gas & Petroleum |
Mechanical, & |
Total revenue |
||||||||
|
Distribution |
|
Transmission |
|
General |
|
from contracts |
|||||
Lump sum contracts |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Unit price contracts |
|
|
|
|
|
|
|
|
||||
Cost plus and T&M contracts |
|
|
|
|
|
|
|
|
||||
Total revenue from contracts |
|
|
|
|
||||||||
|
|
|
||||||||||
Earned over time |
|
|
|
|
|
|
|
|||||
Earned at point in time |
|
|
|
|
|
|
|
|||||
Total revenue from contracts |
$ |
|
$ |
|
$ |
|
$ |
|
||||
The Company’s disaggregated revenue does vary slightly from the Company’s segment reporting due to combining the Industrial and Building Construction into Electrical, Mechanical, & General, and one legal entity in the Underground Infrastructure Construction segment that performs services other than underground construction that are included in Electrical, Mechanical, & General. The volume of these services is not material to the Company’s segment reporting.
7. CONTRACT BALANCES
The Company’s accounts receivable consists of amounts that have been billed to customers and collateral is generally not required. Most of the Company’s contracts have monthly billing terms; however, billing terms for some are based on project completion. Payment terms are generally within
During the three and nine months ended June 30, 2026, we recognized revenue of $
12
Accounts receivable-trade, net of allowance for credit losses, contract assets and contract liabilities consisted of the following:
|
June 30, 2026 |
|
September 30, 2025 |
|
Change |
||||
Accounts receivable-trade, net of allowance for credit losses |
$ |
|
$ |
|
$ |
( |
|||
|
|
|
|
|
|
||||
Contract assets |
|
|
|
|
|
|
|||
Cost and estimated earnings in excess of billings |
$ |
|
$ |
|
$ |
|
|||
|
|
|
|
|
|
|
|||
Contract liabilities |
|
|
|
|
|
|
|||
Billings in excess of cost and estimated earnings |
$ |
|
$ |
|
$ |
( |
|||
8. PERFORMANCE OBLIGATIONS
For the three and nine months ended June 30, 2026, there was
At June 30, 2026, the Company had approximately $
The amount disclosed above excludes approximately $
9. UNCOMPLETED CONTRACTS
Costs, estimated earnings, and billings on uncompleted contracts as of June 30, 2026 and September 30, 2025, are summarized as follows:
|
June 30, 2026 |
|
September 30, 2025 |
|||
Costs incurred on contracts in progress |
$ |
|
$ |
|
||
Estimated earnings, net of estimated losses |
|
|
|
|
||
|
|
|
|
|
||
Less billings to date |
|
|
|
|
||
|
$ |
|
$ |
|
||
|
||||||
Costs and estimated earnings in excess of billed on uncompleted contracts |
$ |
|
$ |
|
||
Less billings in excess of costs and estimated earnings on uncompleted contracts |
|
|
|
|
||
|
||||||
$ |
|
$ |
|
|||
The Company’s unaudited backlog at June 30, 2026 and September 30, 2025 was $
13
10. FAIR VALUE MEASUREMENTS
The fair value measurement guidance of the Financial Accounting Standards Board (“FASB”) ASC 820, Fair Measurement defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and specifies disclosures about fair value measurements.
Under the FASB’s authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement guidance of the FASB ASC establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.
Level 2 — Observable inputs other than Level 1 include quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.
Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The carrying amount for borrowings under the Company’s revolving credit facility approximates fair value because of the variable market interest rate charged to the Company for these borrowings. The fair value of the Company’s long term fixed-rate debt was estimated using a discounted cash flow analysis and a yield rate that was estimated based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities. The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $
All other current assets and liabilities are carried at net realizable value which approximates fair value because of their short duration to maturity.
11. EARNINGS PER SHARE
The amounts used to compute the earnings per share for the three and nine months ended June 30, 2026 and 2025 are summarized below.
|
|
Three Months Ended |
|
Three Months Ended |
|
Nine Months Ended |
|
Nine Months Ended |
||||
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||||||
Net income (loss) |
$ |
|
$ |
|
$ |
|
$ |
( |
||||
|
|
|
|
|
||||||||
Weighted average shares outstanding-basic |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Weighted average shares-diluted |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|||||||
Earnings (loss) per share available to common shareholders |
$ |
|
$ |
|
$ |
|
$ |
( |
||||
|
|
|
|
|
|
|||||||
Earnings (loss) per share-diluted available to common shareholders |
$ |
|
$ |
|
$ |
|
$ |
( |
||||
14
12. INCOME TAXES
The components of income taxes are as follows:
Three Months Ended |
Nine Months Ended |
|||||||||||
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
|||||
Federal |
|
|
|
|
|
|
|
|
||||
Current |
$ |
|
$ |
— |
$ |
|
$ |
— |
||||
Deferred |
|
|
|
|
|
|
|
( |
||||
Total |
|
|
|
|
|
( |
||||||
|
|
|
|
|
||||||||
State |
|
|
|
|
|
|||||||
Current |
|
|
|
|
||||||||
Deferred |
|
( |
|
( |
|
( |
|
( |
||||
Total |
( |
|
|
|
|
( |
||||||
Total income tax expense (benefit) |
$ |
|
$ |
|
$ |
|
$ |
( |
||||
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
The effective income tax rate for the three months ended June 30, 2026 was
Major items that can affect the effective tax rate include amortization of goodwill and intangible assets and non-deductible amounts for per diem expenses.
The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows:
|
|
June 30, 2026 |
|
September 30, 2025 |
||
Deferred tax liabilities |
|
|
|
|
||
Property and equipment |
$ |
|
$ |
|
||
Other |
|
|
|
|
||
Total deferred tax liabilities |
$ |
|
$ |
|
||
|
|
|
||||
Deferred income tax assets |
|
|
|
|||
Accruals & Other |
$ |
|
$ |
|
||
Net operating loss carryforward-Federal |
|
|
||||
Net operating loss carryforward-States |
|
|
||||
Net operating loss valuation allowance-States |
( |
( |
||||
Total deferred tax assets |
$ |
|
$ |
|
||
|
|
|||||
Total net deferred tax liabilities |
$ |
|
$ |
|
||
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company had $
15
The Company does not believe that it has any unrecognized tax benefits included in its consolidated financial statements that require recognition. The Company has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in general and administrative expenses.
13. SHORT-TERM AND LONG-TERM DEBT
Revolving Credit Facility
Effective June 28, 2026, the Company renewed its $
Availability under the revolving line of credit is subject to a borrowing base calculation, as summarized below:
|
June 30, 2026 |
|
September 30, 2025 |
|
|||
Eligible borrowing base |
$ |
|
$ |
|
|||
|
|||||||
Borrowings on line of credit |
|
|
|
|
|||
|
|||||||
Line of credit balance available |
$ |
|
$ |
|
|||
|
|||||||
Interest rate |
|
% |
|
% |
|||
The Company’s outstanding borrowings under the revolving line of credit of $
The credit agreement contains financial covenants requiring the Company to maintain a minimum Fixed Charge Coverage Ratio of
The Company was in compliance with all financial covenants as of June 30, 2026 and expects to remain in compliance with its financial covenants for at least the next twelve months.
Paycheck Protection Program Loans
Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $
16
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 $
During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. As of June 30, 2026, there have been no further requests or communications from the SBA relating to the PPP Loans.
Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request. The SBA could revisit its forgiveness decision and determine that the Company does not qualify as a whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.
17
A summary of short-term and long-term debt as of June 30, 2026 and September 30, 2025 is as follows:
|
|
June 30, 2026 |
|
September 30, 2025 |
||
Line of credit payable to bank, monthly interest at |
$ |
|
$ |
|||
|
|
|||||
Equipment line of credit with a total of $ |
|
|
||||
Paycheck Protection Program loans from Small Business Administration, |
|
|
|
|
||
Term note payable to United Bank, WV Pipeline acquisition, due in monthly installments of $ |
— |
|
||||
Notes payable to finance companies, due in monthly installments totaling $ |
|
|
|
|
||
|
|
|||||
Notes payable to United Bank, Tribute acquisition finance, due in monthly installments totaling $ |
|
|
|
|
||
|
|
|||||
Notes payable to bank, due in monthly installments totaling $ |
|
|
|
|
||
|
|
|||||
Notes payable to bank, due in monthly installments totaling $ |
|
|
— |
|
|
|
|
|
|||||
Equipment line of credit with a total of $ |
|
|
||||
Unsecured notes payable to Joe and Cathy Rigney, |
|
|
||||
Notes payable to David Bolton and Daniel Bolton, due in annual installments totaling $ |
— |
|
||||
Note payable to United Bank, Tri-State Paving acquisition, due in monthly installments of $ |
— |
|
||||
Notes payable to Corns Enterprises, $ |
— |
|
||||
Total debt |
$ |
|
$ |
|
||
|
|
|
||||
Less current maturities |
|
|
|
|
||
|
|
|
||||
Total long term debt |
$ |
|
$ |
|
||
18
14. ACQUISITIONS
Energy Services accounts for business combinations under the acquisition method in accordance with ASC Topic 805 “Business Combinations”. Accordingly, for the transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with ASC 805, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition date, Energy Services records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined.
On December 2, 2024, the Company completed the acquisition of substantially all the physical assets of Tribute Contracting & Consultants, LLC (“Tribute LLC”), an Ohio corporation located in South Point, Ohio for $
On September 30, 2025, the Company completed the acquisition of substantially all the physical assets of Rigney Digital Systems Ltd. (“Rigney Digital”), a West Virginia corporation located in Hurricane, West Virginia for $
15. GOODWILL AND INTANGIBLE ASSETS
The Company follows the guidance of ASC Topic 350, Intangibles-Goodwill and Other, which requires a company to record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment. The Company did
A table of the Company’s goodwill as of June 30, 2026 and September 30, 2025 is below:
|
June 30, 2026 |
|
September 30, 2025 |
|||
Beginning balance |
$ |
|
$ |
|
||
Acquired |
|
— |
|
|||
Ending balance |
$ |
|
$ |
|||
19
A table of the Company’s intangible assets subject to amortization at June 30, 2026 and September 30, 2025 is below:
Accumulated |
Accumulated |
Amortization |
Amortization |
Amortization |
Amortization |
||||||||||||||||||||||||
Remaining Life |
Amortization and |
Amortization and |
and Impairment |
and Impairment |
and Impairment |
and Impairment |
|||||||||||||||||||||||
(in months) at |
Impairment at |
Impairment at |
Three Months |
Three Months |
Nine Months |
Nine Months |
Net Book Value |
|
Net Book Value |
||||||||||||||||||||
June 30, |
June 30, |
September 30, |
Ended June 30, |
Ended June 30, |
Ended June 30, |
Ended June 30, |
at June 30, |
at September 30, |
|||||||||||||||||||||
|
2026 |
|
Original Cost |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||||||
Intangible assets: |
|||||||||||||||||||||||||||||
West Virginia Pipeline: |
|
|
|
|
|
|
|||||||||||||||||||||||
Customer relationships |
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
||||||||||||||||
Tradename |
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Non-competes |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Heritage Painting |
|||||||||||||||||||||||||||||
Customer relationships |
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||
Tri-State Paving: |
|
|
|
|
|
|
|||||||||||||||||||||||
Customer relationships |
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Tradename |
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Non-competes |
— |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Tribute Contracting & Consultants |
|||||||||||||||||||||||||||||
Non-compete 1 |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Non-compete 2 |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Tradename |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Backlog |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Rigney Digital Systems |
|||||||||||||||||||||||||||||
Tradename |
|
|
— |
|
— |
|
— |
|
|
||||||||||||||||||||
Backlog |
|
|
— |
|
— |
|
— |
|
|
||||||||||||||||||||
Non-compete |
|
|
— |
|
— |
|
— |
|
|
||||||||||||||||||||
Total intangible assets |
$ |
|
$ |
|
$ |
$ |
|
$ |
$ |
|
$ |
$ |
|
$ |
|
||||||||||||||
Amortization expense associated with the identifiable intangible assets is expected to be as follows:
July 2026 to June 2027 |
|
$ |
|
July 2027 to June 2028 |
|
|
|
July 2028 to June 2029 |
|
|
|
July 2029 to June 2030 |
|
|
|
July 2030 to June 2031 |
|
|
|
After |
|
|
|
Total |
$ |
|
The weighted-average amortization period by major intangible asset class and in total are as follows:
Intangible asset class |
|
Remaining Years |
Customer relationships |
||
Tradename |
|
|
Non-competes |
|
|
Backlog |
|
|
All intangible assets |
|
16. LEASE OBLIGATIONS
The Company leases office space for SQP at a rate of $
The Company has
The second lease, for the Chattanooga, Tennessee facility, had a net present value of $
20
The Company has a right-of-use operating lease with Enterprise Fleet Management. The master lease covered
The Company has a right-of-use operating lease renewed in April 2026 for the Winchester, Kentucky facility. The lease had a net present value of $
The Company has a right-of-use operating lease acquired on December 1, 2025 for the Columbus, Ohio facility. The lease had a net present value of $
The Company has a right-of-use operating lease acquired on January 1, 2026 for the Oklahoma City, Oklahoma facility. The lease had a net present value of $
The Company has a right-of-use operating lease acquired on January 1, 2026 for the Louisville, Kentucky facility. The lease had a net present value of $
The Company has a right-of-use operating lease acquired on May 1, 2026 for a facility in Buena Vista, Virginia. The lease had a net present value of $
Schedules related to the Company’s operating leases for the three and nine months ended June 30, 2026 and 2025 and at June 30, 2026 can be found below:
Operating Lease-Weighted Average Remaining Term
Remaining |
|||||||||
|
Years left |
|
liability |
|
Lease end |
|
Fiscal year end |
||
Operating lease 1 |
|
$ |
— |
3/31/2025 |
2025 |
||||
Operating lease 2 |
|
|
8/31/2026 |
|
2026 |
||||
Operating lease 3 |
|
6/30/2030 |
2030 |
||||||
Operating lease 4 |
|
3/31/2031 |
2031 |
||||||
Operating lease 5 |
|
11/30/2028 |
2029 |
||||||
Operating lease 6 |
|
12/31/2028 |
2029 |
||||||
Operating lease 7 |
|
12/31/2028 |
2029 |
||||||
Operating lease 8 |
|
4/30/2028 |
2028 |
||||||
|
$ |
|
|||||||
Weighted average remaining term |
years |
|
|
|
|||||
Operating Lease Maturity Schedule
July 2026 to June 2027 |
|
$ |
|
July 2027 to June 2028 |
|
|
|
July 2028 to June 2029 |
|
|
|
July 2029 to June 2030 |
|
||
July 2030 to June 2031 |
|
||
|
|
||
Less amounts representing interest |
|
( |
|
Present value of operating lease liabilities |
$ |
|
21
Three Months Ended |
Three Months Ended |
Nine Months Ended |
Nine Months Ended |
|||||||||
June 30, |
June 30, |
June 30, |
June 30, |
|||||||||
Operating Lease Expense |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||
Amortization |
||||||||||||
Operating lease 1 |
|
$ |
— |
$ |
|
$ |
— |
$ |
|
|||
Operating lease 2 |
|
|
|
|
||||||||
Operating lease 3 |
|
|
|
|
|
|
|
|
||||
Operating lease 4 |
|
|
|
|
||||||||
Operating lease 5 |
|
— |
|
— |
||||||||
Operating lease 6 |
|
— |
|
— |
||||||||
Operating lease 7 |
|
— |
|
— |
||||||||
Operating lease 8 |
|
— |
|
— |
||||||||
Total amortization |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Interest |
|
|
|
|
|
|
||||||
Operating lease 1 |
$ |
— |
$ |
— |
$ |
— |
$ |
|
||||
Operating lease 2 |
|
|
|
|
|
|
|
|
||||
Operating lease 3 |
|
|
|
|
||||||||
Operating lease 4 |
|
|
|
|
||||||||
Operating lease 5 |
|
— |
|
— |
||||||||
Operating lease 6 |
|
— |
|
— |
||||||||
Operating lease 7 |
|
— |
|
— |
||||||||
Operating lease 8 |
|
— |
|
— |
||||||||
Total interest |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Total amortization and interest |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Three Months Ended |
Three Months Ended |
Nine Months Ended |
Nine Months Ended |
|||||||||
June 30, |
June 30, |
June 30, |
June 30, |
|||||||||
Cash Paid for Operating Leases |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||
Operating lease 1 |
|
$ |
— |
$ |
|
$ |
— |
$ |
|
|||
Operating lease 2 |
|
|
|
|
||||||||
Operating lease 3 |
|
|
|
|
||||||||
Operating lease 4 |
|
|
|
|
||||||||
Operating lease 5 |
|
— |
|
— |
||||||||
Operating lease 6 |
|
— |
|
— |
||||||||
Operating lease 7 |
|
— |
|
— |
||||||||
Operating lease 8 |
|
— |
|
— |
||||||||
|
$ |
|
$ |
|
$ |
|
$ |
|
||||
The Company rents equipment for use on construction projects with rental agreements week to week or month to month. Rental expense can vary by fiscal year due to equipment requirements on construction projects and the availability of Company owned equipment. Rental expenses, which is included in cost of revenue on the consolidated statements of income, were $
17. SHARE-BASED COMPENSATION
The Company has a stock-based compensation plan, under which restricted stock awards are available for issuance to eligible participants. Non-cash stock-based compensation expense is included within general and administrative expense in the consolidated financial statements. Share-based payments are recognized based on their grant date fair values. Forfeitures are recorded as they occur.
Grants of restricted stock awards are valued based on the closing market share price of the Company’s common stock as reported on the Nasdaq Stock Market, LLC (the “market price”) on the date of grant. Non-cash-based compensation expense arising from restricted shares is recognized on a straight-line basis over the vesting period. Grants of restricted shares generally vest -third annually over a period of
22
Some participants may choose the net share settlement method to cover withholding tax requirements, in which case shares withheld for taxes are not issued, but are treated as common stock repurchases in the consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. The Company then pays the corresponding withholding taxes to the appropriate taxing authorities in cash on behalf of the recipient. Withheld shares, which are valued at the market price on the date of grant, are recorded as a reduction to additional paid-in capital, and related payments to taxing authorities are reflected within financing activities in the consolidated statements of cash flows.
For the three and nine months ended June 30, 2026, the Company granted
The table below represents all unvested restricted stock awards at June 30, 2026:
|
|
|
|
|
|
|
Vesting (1/3 Annual) |
|
at June 30, 2026 |
||||||||||
|
Grant Date |
|
Shares Granted |
|
Grant Price |
|
Grant Value |
|
Beginning |
|
Ending |
|
Unvested Shares |
|
Unvested Value |
||||
Award 1 |
2/15/2023 |
|
$ |
|
$ |
|
2/15/2024 |
2/15/2026 |
— |
$ |
— |
||||||||
Award 2 |
|
1/17/2024 |
|
|
|
|
|
1/17/2025 |
|
1/17/2027 |
|
|
|
||||||
Award 3 |
|
6/20/2024 |
|
|
|
|
|
6/20/2025 |
|
6/20/2027 |
|
|
|
||||||
Award 4 |
|
8/21/2024 |
|
|
|
|
|
8/21/2025 |
|
8/21/2027 |
|
|
|
||||||
Award 5 |
|
8/21/2024 |
|
|
|
|
|
8/21/2025 |
|
8/21/2027 |
|
|
|
||||||
Award 6 |
|
1/15/2025 |
|
|
|
|
|
1/15/2026 |
|
1/15/2028 |
|
|
|
||||||
Award 7 |
1/15/2025 |
|
|
|
1/15/2026 |
1/15/2028 |
|
|
|||||||||||
Award 8 |
11/18/2025 |
|
|
|
11/18/2026 |
11/18/2028 |
|
|
|||||||||||
Award 9 |
12/17/2025 |
|
|
|
12/17/2026 |
12/17/2028 |
|
|
|||||||||||
Award 10 |
|
12/17/2025 |
|
|
|
|
|
12/17/2026 |
|
12/17/2028 |
|
|
|
||||||
Award 11 |
|
1/21/2026 |
|
|
|
|
|
1/21/2027 |
|
1/21/2029 |
|
|
|
||||||
Award 12 |
|
1/21/2026 |
|
|
|
|
|
1/21/2027 |
|
1/21/2029 |
|
|
|
||||||
Award 13 |
|
1/21/2026 |
|
|
|
|
|
1/21/2027 |
|
1/21/2029 |
|
|
|
||||||
|
|
$ |
|
|
$ |
|
|||||||||||||
Weighted average grant-date fair value |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
||||||
The table below represents all restricted stock awards to Named Executive Officers as of June 30, 2026:
|
Vesting (1/3 Annual) |
|
at June 30, 2026 |
||||||||||||||||
|
Grant Date |
|
Shares Granted |
|
Grant Price |
|
Grant Value |
|
Beginning |
|
Ending |
|
Unvested Shares |
|
Unvested Value |
||||
Douglas Reynolds |
2/15/2023 |
|
$ |
|
$ |
|
2/15/2024 |
2/15/2026 |
— |
$ |
— |
||||||||
Charles Crimmel |
|
1/17/2024 |
|
|
|
|
|
1/17/2025 |
|
1/17/2027 |
|
|
|
||||||
Douglas Reynolds |
8/21/2024 |
|
|
|
8/21/2025 |
8/21/2027 |
|
|
|||||||||||
Charles Crimmel |
|
1/15/2025 |
|
|
|
|
|
1/15/2026 |
|
1/15/2028 |
|
|
|
||||||
Charles Crimmel |
|
1/21/2026 |
|
|
|
|
|
1/21/2027 |
|
1/21/2029 |
|
|
|
||||||
|
|
|
$ |
|
|
|
|
||||||||||||
Weighted average grant-date fair value |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
||||||
The table below represents the total unvested restricted stock awards and grant amounts that will vest in future periods at June 30, 2026:
|
Grant Vesting |
|
Grant Amount |
||
July 2026-June 2027 |
|
$ |
|
||
July 2027-June 2028 |
|
|
|||
July 2028-June 2029 |
|
|
|
|
|
|
|
$ |
|
||
23
The table below represents the total unrecognized compensation expense for unvested restricted stock awards to be expensed in future periods at June 30, 2026:
July 2026-June 2027 |
|
$ |
|
July 2027-June 2028 |
|
||
July 2028-June 2029 |
|
|
|
$ |
|
18. EQUITY OFFERING
On February 18, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC (the “Underwriter”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to issue and sell, and the Underwriter agreed to purchase, subject to and on the conditions set forth therein,
The Offering closed on February 20, 2026, with the Underwriter purchasing
On February 24, 2026, the Underwriter exercised its overallotment option and completed the sale of an additional
19. SUBSEQUENT EVENTS
On July 15, 2026, the Company paid a quarterly dividend of $
Management has evaluated all subsequent events for accounting and disclosure. There have been no other material events during the period, other than noted above, that would either impact the results reflected in the report or the Company’s results going forward.
24
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 $130.0 million for the three months ended June 30, 2026, of which 46.6% was attributable to electrical, mechanical, and general contract services, 16.3% to gas and petroleum transmission projects, and 37.1% to gas & water distributions services. The Company had consolidated operating revenues of $103.6 million for the three months ended June 30, 2025, of which 48.0% was attributable to electrical, mechanical, and general contract services, 14.8% to gas and petroleum transmission projects, and 37.2% to gas & water distributions services.
The Company had consolidated operating revenues of $337.3 million for the nine months ended June 30, 2026, of which 47.7% was attributable to electrical, mechanical, and general contract services, 16.7% to gas and petroleum transmission projects, and 35.6% to gas & water distributions services. The Company had consolidated operating revenues of $280.9 million for the nine months ended June 30, 2025, of which 52.3% was attributable to electrical, mechanical, and general contract services, 13.2% to gas and petroleum transmission projects, and 34.5% to gas & water distributions services.
25
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.
26
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 typically the slowest in terms of revenues because inclement weather conditions cause delays in production and customers usually do not plan large projects during that time. While usually better than the first quarter, the second calendar year quarter often has some inclement weather which can cause delays in production, reducing the revenues the Company receives and/or increasing the production costs. The third and fourth calendar year quarters usually are less impacted by weather and usually have the largest number of projects underway. Many projects are completed in the fourth calendar year quarter and revenues are often impacted by customers seeking to either spend their capital budget for the year or scale back projects due to capital budget overruns.
In addition to the fluctuations discussed above, the pipeline industry can be highly cyclical, reflecting variances in capital expenditures in proportion to energy price fluctuations. As a result, our volume of business may be adversely affected by where our customers are in the cycle and thereby their financial condition as to their capital needs and access to capital to finance those needs.
27
Three and nine months ended June 30, 2026 and 2025 Overview
The following is an overview of results from operations for the three and nine months ended June 30, 2026 and 2025:
Three Months Ended |
Three Months Ended |
Nine Months Ended |
Nine Months Ended |
|||||||||
June 30, |
June 30, |
June 30, |
June 30, |
|||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|||||
Revenue |
$ |
130,005,928 |
$ |
103,601,585 |
$ |
337,291,570 |
$ |
280,926,850 |
||||
Cost of revenue |
|
115,688,703 |
|
91,618,987 |
298,748,217 |
|
258,602,810 |
|||||
Gross profit |
|
14,317,225 |
|
11,982,598 |
38,543,353 |
|
22,324,040 |
|||||
Selling and administrative expenses |
|
9,685,305 |
|
8,814,545 |
|
27,940,257 |
|
25,602,253 |
||||
Income (loss) from operations |
|
4,631,920 |
|
3,168,053 |
|
10,603,096 |
|
(3,278,213) |
||||
|
||||||||||||
Other nonoperating expense |
(118,403) |
(38,529) |
(315,268) |
(107,407) |
||||||||
Interest expense |
|
(486,914) |
|
(781,198) |
|
(2,098,600) |
|
(2,140,686) |
||||
Gain on sale of equipment |
|
5,097 |
|
(128,710) |
93,846 |
|
50,532 |
|||||
|
(600,220) |
|
(948,437) |
(2,320,022) |
|
(2,197,561) |
||||||
Income (loss) before income taxes |
|
4,031,700 |
|
2,219,616 |
8,283,074 |
|
(5,475,774) |
|||||
Income tax expense (benefit) |
|
745,041 |
|
137,987 |
2,075,386 |
|
(1,612,718) |
|||||
Net (loss) income |
$ |
3,286,659 |
$ |
2,081,629 |
$ |
6,207,688 |
$ |
(3,863,056) |
||||
Weighted average shares outstanding-basic |
|
18,622,477 |
|
16,625,761 |
17,614,419 |
|
16,644,028 |
|||||
Weighted average shares-diluted |
|
18,659,624 |
|
16,666,135 |
17,653,687 |
|
16,644,028 |
|||||
Earnings (loss) per share available to common shareholders |
$ |
0.18 |
$ |
0.13 |
$ |
0.35 |
$ |
(0.23) |
||||
Earnings (loss) per share-diluted available to common shareholders |
$ |
0.18 |
$ |
0.12 |
$ |
0.35 |
$ |
(0.23) |
||||
Results of Operations for the Three and Nine months ended June 30, 2026 Compared to the Three and Nine months ended June 30, 2025
Revenues. The following table compares the Company’s revenues for the three and nine months ended June 30, 2026 to the corresponding periods in 2025:
Three Months Ended |
|
|
|
|||||||||||||
|
June 30, 2026 |
|
% of total |
|
June 30, 2025 |
|
% of total |
|
Change |
|
% Change |
|
||||
Gas & Water Distribution |
$ |
48,268,807 |
37.1 |
% |
$ |
38,566,422 |
37.2 |
% |
9,702,385 |
|
25.2 |
% |
||||
Gas & Petroleum Transmission |
|
21,230,426 |
16.3 |
% |
|
15,325,950 |
14.8 |
% |
5,904,476 |
|
38.5 |
% |
||||
Electrical, Mechanical, & General |
|
60,506,695 |
46.6 |
% |
|
49,709,213 |
48.0 |
% |
10,797,482 |
|
21.7 |
% |
||||
Total |
$ |
130,005,928 |
100.0 |
% |
$ |
103,601,585 |
100.0 |
% |
26,404,343 |
|
25.5 |
% |
||||
Nine Months Ended |
||||||||||||||||
June 30, 2026 |
% of total |
June 30, 2025 |
% of total |
Change |
% Change |
|||||||||||
Gas & Water Distribution |
$ |
120,216,883 |
35.6 |
% |
$ |
96,967,546 |
34.5 |
% |
$ |
23,249,337 |
|
24.0 |
% |
|||
Gas & Petroleum Transmission |
|
56,379,242 |
16.7 |
% |
|
37,177,225 |
13.2 |
% |
19,202,017 |
|
51.6 |
% |
||||
Electrical, Mechanical, & General |
|
160,695,445 |
47.7 |
% |
|
146,782,079 |
52.3 |
% |
13,913,366 |
|
9.5 |
% |
||||
Total |
$ |
337,291,570 |
100.0 |
% |
$ |
280,926,850 |
100.0 |
% |
$ |
56,364,720 |
|
20.1 |
% |
|||
28
Total revenues increased by $26.4 million to $130.0 million for the three months ended June 30, 2026, compared to $103.6 million for the three months ended June 30, 2025. For the nine months ended June 30, 2026, total revenues increased by $56.4 million to $337.3 million, compared to $280.9 million for the same period in 2025. These increases primarily reflected higher activity levels across each of the Company’s principal business lines during the three- and nine-month periods ended June 30, 2026.
Gas & Water Distribution revenues were $48.3 million for the three months ended June 30, 2026, an increase of $9.7 million from $38.6 million for the three months ended June 30, 2025. For the nine months ended June 30, 2026, revenues were $120.2 million, an increase of $23.2 million from $97.0 million for the same period in 2025. These increases were primarily due to increased water distribution construction activity during the 2026 periods.
Gas & Petroleum Transmission revenues were $21.2 million for the three months ended June 30, 2026, an increase of $5.9 million from $15.3 million for the three months ended June 30, 2025. For the nine months ended June 30, 2026, revenues were $56.4 million, an increase of $19.2 million from $37.2 million for the same period in 2025. These increases were primarily due to transmission projects awarded during the first quarter of fiscal 2026 and more favorable project timing, as most transmission work in fiscal 2025 commenced during the third fiscal quarter.
Electrical, Mechanical, & General Construction Services revenues were $60.5 million for the three months ended June 30, 2026, an increase of $10.8 million from $49.7 million for the three months ended June 30, 2025. For the nine months ended June 30, 2026, revenues were $160.7 million, an increase of $13.9 million from $146.8 million for the same period in 2025. These increases were primarily due to increased electrical construction activity during the 2026 periods.
Cost of Revenues. The following table compares the Company’s cost of revenues for the three and nine months ended June 30, 2026 to the corresponding periods in 2025:
Three Months Ended |
|
|||||||||||||||
|
June 30, 2026 |
|
|
June 30, 2025 |
|
% of total |
|
Change |
|
% Change |
|
|||||
Gas & Water Distribution |
$ |
40,198,436 |
34.7 |
% |
$ |
31,887,569 |
34.8 |
% |
$ |
8,310,867 |
|
26.1 |
% |
|||
Gas & Petroleum Transmission |
|
21,247,215 |
18.4 |
% |
|
14,202,197 |
15.5 |
% |
|
7,045,018 |
|
49.6 |
% |
|||
Electrical, Mechanical, & General |
|
53,363,874 |
46.1 |
% |
|
44,434,633 |
48.5 |
% |
|
8,929,241 |
|
20.1 |
% |
|||
Unallocated Shop Expenses |
|
879,178 |
0.8 |
% |
|
1,094,588 |
1.2 |
% |
|
(215,410) |
|
(19.7) |
% |
|||
Total |
$ |
115,688,703 |
100.0 |
% |
$ |
91,618,987 |
100.0 |
% |
$ |
24,069,716 |
|
26.3 |
% |
|||
Nine Months Ended |
||||||||||||||||
June 30, 2026 |
June 30, 2025 |
% of total |
Change |
% Change |
||||||||||||
Gas & Water Distribution |
$ |
103,262,675 |
34.6 |
% |
$ |
86,036,289 |
33.3 |
% |
$ |
17,226,386 |
|
20.0 |
% |
|||
Gas & Petroleum Transmission |
|
50,036,289 |
16.7 |
% |
|
36,324,749 |
14.0 |
% |
|
13,711,540 |
|
37.7 |
% |
|||
Electrical, Mechanical, & General |
|
141,531,684 |
47.4 |
% |
|
132,914,207 |
51.4 |
% |
|
8,617,477 |
|
6.5 |
% |
|||
Unallocated Shop Expenses |
|
3,917,569 |
1.3 |
% |
|
3,327,565 |
1.3 |
% |
|
590,004 |
|
17.7 |
% |
|||
Total |
$ |
298,748,217 |
100.0 |
% |
$ |
258,602,810 |
100.0 |
% |
$ |
40,145,407 |
|
15.5 |
% |
|||
Total cost of revenues increased by $24.1 million to $115.7 million for the three months ended June 30, 2026, compared to $91.6 million for the three months ended June 30, 2025. For the nine months ended June 30, 2026, total cost of revenues increased by $40.1 million to $298.7 million, compared to $258.6 million for the same period in 2025. These increases primarily reflected higher activity levels across each of the Company’s principal business lines during the three- and nine-month periods ended June 30, 2026.
Gas & Water Distribution cost of revenues was $40.2 million for the three months ended June 30, 2026, an increase of $8.3 million from $31.9 million for the prior-year period. For the nine months ended June 30, 2026, cost of revenues was $103.3 million, an increase of $17.2 million from $86.0 million for the same period in 2025. These increases were primarily due to increased water distribution construction activity during the 2026 periods.
Gas & Petroleum Transmission cost of revenues was $21.2 million for the three months ended June 30, 2026, an increase of $7.0 million from $14.2 million for the prior-year period. For the nine months ended June 30, 2026, cost of revenues was $50.0 million, an increase of $13.7 million from $36.3 million for the same period in 2025. These increases were primarily due to higher construction activity on projects awarded during the first quarter of fiscal 2026, together with more favorable project timing, as most transmission work in fiscal 2025 commenced during the third fiscal quarter.
29
Electrical, Mechanical, & General Construction Services cost of revenues was $53.4 million for the three months ended June 30, 2026, an increase of $8.9 million from $44.4 million for the prior-year period. For the nine months ended June 30, 2026, cost of revenues was $141.5 million, an increase of $8.6 million from $132.9 million for the same period in 2025. These increases were primarily due to increased electrical construction activity during the 2026 periods.
Unallocated shop expenses were $879,000 for the three months ended June 30, 2026, a decrease of $215,000 from $1.1 million for the prior-year period. For the nine months ended June 30, 2026, unallocated shop expenses were $3.9 million, an increase of $590,000 from $3.3 million for the same period in 2025. The decrease for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily due to increased internal equipment charges to projects. The increase for the nine months ended June 30, 2026 as compared to the same period in 2025 was primarily due to higher depreciation, insurance, and equipment repair costs, without a corresponding increase in internal equipment charges to projects.
Gross Profit (Loss). The following table compares the Company’s gross profit for the three and nine months ended June 30, 2026 to the corresponding periods in 2025:
Three Months Ended |
||||||||||||||||
|
June 30, 2026 |
|
% of revenue |
|
June 30, 2025 |
|
% of revenue |
|
Change |
|
Pct. |
|
||||
Gas & Water Distribution |
$ |
8,070,371 |
16.72 |
% |
$ |
6,678,853 |
17.32 |
% |
$ |
1,391,518 |
20.8 |
% |
||||
Gas & Petroleum Transmission |
|
(16,789) |
(0.08) |
% |
|
1,123,753 |
7.33 |
% |
|
(1,140,540) |
(101.5) |
% |
||||
Electrical, Mechanical, & General |
|
7,142,821 |
11.81 |
% |
|
5,274,580 |
10.61 |
% |
|
1,868,239 |
35.4 |
% |
||||
Unallocated Shop Expense |
|
(879,178) |
|
(1,094,588) |
215,410 |
(19.7) |
% |
|||||||||
Total |
$ |
14,317,225 |
11.0 |
% |
$ |
11,982,598 |
11.6 |
% |
$ |
2,334,627 |
19.5 |
% |
||||
Nine Months Ended |
||||||||||||||||
|
June 30, 2026 |
|
% of revenue |
|
June 30, 2025 |
|
% of revenue |
|
Change |
|
% Change |
|
||||
Gas & Water Distribution |
$ |
16,954,208 |
14.10 |
% |
$ |
10,931,257 |
11.27 |
% |
$ |
6,022,951 |
55.1 |
% |
||||
Gas & Petroleum Transmission |
|
6,342,953 |
11.25 |
% |
|
852,476 |
2.29 |
% |
|
5,490,477 |
644.1 |
% |
||||
Electrical, Mechanical, & General |
|
19,163,761 |
11.93 |
% |
|
13,867,872 |
9.45 |
% |
|
5,295,889 |
38.2 |
% |
||||
Unallocated Shop Expense |
|
(3,917,569) |
|
(3,327,565) |
|
(590,004) |
17.7 |
% |
||||||||
Total |
$ |
38,543,353 |
11.4 |
% |
$ |
22,324,040 |
7.9 |
% |
$ |
16,219,313 |
72.7 |
% |
||||
Total gross profit increased by $2.3 million to $14.3 million for the three months ended June 30, 2026, compared to $12.0 million for the three months ended June 30, 2025. For the nine months ended June 30, 2026, total gross profit increased by $16.2 million to $38.5 million, compared to $22.3 million for the same period in 2025. These increases in gross profit were primarily driven by higher activity levels and generally improved project execution across the Company’s principal business lines during the three- and nine-month periods ended June 30, 2026. The increase in gross profit for the three-month period was partially offset by lower margins on a large project within the Gas & Petroleum Transmission business line.
Gas & Water Distribution gross profit was $8.1 million for the three months ended June 30, 2026, an increase of $1.4 million from $6.7 million for the prior-year period. The increase in gross profit for the three-month period primarily reflected higher water distribution construction activity but was partially offset by a slight decline in project profitability. For the nine months ended June 30, 2026, gross profit was $17.0 million, an increase of $6.0 million from $10.9 million for the same period in 2025. The increase in gross profit for the nine-month period primarily reflected higher water distribution construction activity and improved project profitability.
Gas & Petroleum Transmission gross profit was a gross loss of $17,000 for the three months ended June 30, 2026, compared to gross profit of $1.1 million for the prior-year period. The decline in gross profit for the three-month period primarily reflected lower margins on one large transmission project, partially offset by increased construction activity on transmission projects awarded during the first and second quarters of fiscal 2026. For the nine months ended June 30, 2026, gross profit was $6.3 million, an increase of $5.5 million from $852,000 for the same period in 2025. The increase in gross profit for the nine-month period primarily reflected higher construction activity on transmission projects awarded during the first and second quarters of fiscal 2026, together with improved project execution and profitability.
Electrical, Mechanical, & General Construction Services gross profit was $7.1 million for the three months ended June 30, 2026, an increase of $1.9 million from $5.3 million for the prior-year period. The increase in gross profit for the three-month period primarily reflected improved project margins and favorable project execution despite relatively consistent levels of construction activity. For the nine months ended June 30, 2026, gross profit was $19.2 million, an increase of $5.3 million from $13.9 million for the same
30
period in 2025. The increase in gross profit for the nine-month period primarily reflected improved project margins, favorable project execution, and a more profitable mix of work performed during fiscal 2026.
Unallocated shop gross loss was $879,000 for the three months ended June 30, 2026, compared to $1.1 million for the prior-year period. The improvement in gross loss for the three-month period was primarily due to increased internal equipment charges allocated to projects, which more than offset higher depreciation, insurance, and equipment repair costs. For the nine months ended June 30, 2026, unallocated shop gross loss was $3.9 million, compared to $3.3 million for the same period in 2025. The increase in gross loss for the nine-month period primarily reflected higher depreciation, insurance, and equipment repair costs, which were only partially offset by internal equipment charges allocated to projects.
Selling and administrative expenses. Total selling and administrative expenses increased by $875,000 to $9.7 million for the three months ended June 30, 2026, compared to $8.8 million for the same period in 2025. For the nine months ended June 30, 2026, total selling and administrative expenses increased by $2.3 million to $27.9 million, compared to $25.6 million for the same period in 2025. These increases were primarily attributable to higher labor and related burden costs associated with the Company’s growth. Selling and administrative expenses increased at a slower rate than revenues during both periods, reflecting improved operating leverage as the Company expanded its operations.
Other non-operating expense. Other non-operating expenses were $118,000 for the three months ended June 30, 2026, compared to $39,000 for the same period in 2025. For the nine months ended June 30, 2026, other non-operating expenses were $315,000, compared to $107,000 for the same period in 2025. The increases primarily reflected amortization of intangible assets associated with the acquisition completed on September 30, 2025.
Interest expense. Interest expense was $487,000 for the three months ended June 30, 2026, a decrease of $294,000 from $781,000 for the same period in 2025. For the nine months ended June 30, 2026, interest expense was $2.1 million, a decrease of $42,000 from $2.1 million for the same period in 2025. These decreases primarily reflected lower average borrowings under the Company’s line of credit and the repayment of other long-term debt using proceeds from the February 2026 equity offering.
Gain (loss) on sale of equipment. Gain on sale of equipment was $5,000 for the three months ended June 30, 2026, compared to a loss of $129,000 for the same period in the prior year. For the nine months ended June 30, 2026, gain on sale of equipment was $94,000, an increase of $43,000 from $51,000 for the same period in the prior year. The Company periodically sells underutilized or non-operating equipment as part of its asset management practices. Accordingly, gains and losses on such sales may fluctuate from period to period based on the timing of equipment dispositions and the carrying value of the assets sold.
Income (loss) before income taxes. Income before income taxes was $4.0 million for the three months ended June 30, 2026, compared to $2.2 million for the same period in the prior year. For the nine months ended June 30, 2026, income before income taxes was $8.3 million, compared to a loss before income taxes of $5.5 million for the same period in the prior year. These improvements primarily reflected higher revenues, improved project profitability, and lower interest expense during the 2026 periods.
Income tax expense (benefit). Income tax expense was $745,000 for the three months ended June 30, 2026, compared to $138,000 for the same period in the prior year. For the nine months ended June 30, 2026, income tax expense was $2.1 million, compared to an income tax benefit of $1.6 million for the same period in the prior year. The increase in income tax expense primarily reflected higher pre-tax income during the 2026 periods. Income tax expense (benefit) represents management’s estimate based on the Company’s projected annual effective income tax rate and may vary from period to period due to changes in pre-tax income, permanent differences, discrete tax items, and other factors affecting the annual effective tax rate.
Net income (loss). Net income was $3.3 million for the three months ended June 30, 2026, compared to $2.1 million for the same period in the prior year. For the nine months ended June 30, 2026, net income was $6.2 million, compared to a net loss of $3.9 million for the same period in the prior year. The improvements in net income primarily reflected higher revenues, improved gross profit, and lower interest expense during the 2026 periods.
31
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:
Three Months Ended June 30, 2026 |
|||||||||||||
|
Underground |
|
|||||||||||
Infrastructure |
Industrial |
Building |
|||||||||||
Construction |
|
Construction |
|
Construction |
|
Total |
|||||||
|
|
||||||||||||
Revenues |
$ |
71,439,367 |
$ |
44,677,594 |
$ |
13,888,967 |
$ |
130,005,928 |
|||||
|
|
|
|
||||||||||
Segment direct operating expenses (excluding depreciation) |
|
61,342,374 |
|
38,654,003 |
|
12,442,374 |
112,438,751 |
||||||
Direct depreciation expense |
2,579,382 |
670,570 |
— |
3,249,952 |
|||||||||
Segment gross profit |
7,517,611 |
5,353,021 |
1,446,593 |
14,317,225 |
|||||||||
Segment gross profit percentage |
10.5 |
% |
12.0 |
% |
10.4 |
% |
11.0 |
% |
|||||
Selling, general, and administrative expenses |
5,513,469 |
1,160,147 |
960,531 |
7,634,147 |
|||||||||
Indirect depreciation expense |
— |
— |
112,640 |
112,640 |
|||||||||
Intangible asset amortization expenses |
311,547 |
54,720 |
— |
366,267 |
|||||||||
Segment indirect operating expenses |
5,825,016 |
1,214,867 |
1,073,171 |
8,113,054 |
|||||||||
Segment income from operations |
1,692,595 |
4,138,154 |
373,422 |
6,204,171 |
|||||||||
Segment operating margin percentage |
2.4 |
% |
9.3 |
% |
2.7 |
% |
4.8 |
% |
|||||
Corporate and non-allocated costs |
1,567,530 |
||||||||||||
Corporate depreciation expense |
4,721 |
||||||||||||
Total consolidated income from operations |
$ |
4,631,920 |
|||||||||||
Variance Between Three Months Ended June 30, 2026 and 2025
|
Underground |
|
|||||||||||
Infrastructure |
Industrial |
Building |
|||||||||||
Construction |
|
Construction |
|
Construction |
|
Total |
|||||||
|
|
||||||||||||
Revenues |
$ |
16,055,060 |
$ |
9,632,869 |
$ |
716,414 |
$ |
26,404,343 |
|||||
|
|
|
|
||||||||||
Segment direct operating expenses (excluding depreciation) |
|
15,462,707 |
|
7,260,624 |
|
1,131,802 |
23,855,133 |
||||||
Direct depreciation expense |
169,333 |
45,250 |
— |
214,583 |
|||||||||
Segment gross profit |
423,020 |
2,326,995 |
(415,388) |
2,334,627 |
|||||||||
Segment gross profit percentage |
2.6 |
% |
24.2 |
% |
(58.0) |
% |
8.8 |
% |
|||||
Selling, general, and administrative expenses |
(17,504) |
130,416 |
246,558 |
359,470 |
|||||||||
Indirect depreciation expense |
— |
— |
22,211 |
22,211 |
|||||||||
Intangible asset amortization expenses |
136,735 |
36,558 |
— |
173,293 |
|||||||||
Segment indirect operating expenses |
119,231 |
166,974 |
268,769 |
554,974 |
|||||||||
Segment income from operations |
303,789 |
2,160,021 |
(684,157) |
1,779,653 |
|||||||||
Segment operating margin percentage |
1.9 |
% |
22.4 |
% |
(95.5) |
% |
6.7 |
% |
|||||
Corporate and non-allocated costs |
312,482 |
||||||||||||
Corporate depreciation expense |
3,304 |
||||||||||||
Total consolidated income from operations |
$ |
1,463,867 |
|||||||||||
32
Nine Months Ended June 30, 2026
|
Underground |
|
|||||||||||
Infrastructure |
Industrial |
Building |
|||||||||||
Construction |
Construction |
Construction |
|
Total |
|||||||||
|
|
|
|
|
|||||||||
Revenues |
$ |
186,885,975 |
|
$ |
114,821,093 |
|
$ |
35,584,502 |
$ |
337,291,570 |
|||
|
|
|
|
|
|
||||||||
Segment direct operating expenses (excluding depreciation) |
|
157,591,501 |
|
|
99,801,182 |
|
|
31,611,363 |
289,004,046 |
||||
Direct depreciation expense |
7,766,653 |
|
1,977,518 |
|
— |
9,744,171 |
|||||||
Segment gross profit |
21,527,821 |
|
13,042,393 |
|
3,973,139 |
38,543,353 |
|||||||
Segment gross profit percentage |
11.5 |
% |
11.4 |
% |
11.2 |
% |
11.4 |
% |
|||||
Selling, general, and administrative expenses |
15,449,819 |
|
3,295,886 |
|
3,062,012 |
21,807,717 |
|||||||
Indirect depreciation expense |
— |
— |
337,914 |
337,914 |
|||||||||
Intangible asset amortization expenses |
898,002 |
164,160 |
— |
1,062,162 |
|||||||||
Segment indirect operating expenses |
16,347,821 |
3,460,046 |
3,399,926 |
23,207,793 |
|||||||||
Segment income from operations |
$ |
5,180,000 |
$ |
9,582,347 |
$ |
573,213 |
$ |
15,335,560 |
|||||
Segment operating margin percentage |
2.8 |
% |
8.3 |
% |
1.6 |
% |
4.5 |
% |
|||||
Corporate and non-allocated costs |
4,722,470 |
||||||||||||
Corporate depreciation expense |
9,994 |
||||||||||||
Total consolidated income from operations |
$ |
10,603,096 |
|||||||||||
Variance Between Nine Months Ended June 30, 2026 and 2025
|
Underground |
|
|||||||||||
Infrastructure |
Industrial |
Building |
|||||||||||
Construction |
|
Construction |
|
Construction |
|
Total |
|||||||
|
|
||||||||||||
Revenues |
$ |
46,137,023 |
$ |
11,685,523 |
$ |
(1,457,826) |
$ |
56,364,720 |
|||||
|
|
|
|
||||||||||
Segment direct operating expenses (excluding depreciation) |
|
32,193,692 |
|
7,191,284 |
|
(532,925) |
38,852,051 |
||||||
Direct depreciation expense |
1,215,125 |
78,231 |
— |
1,293,356 |
|||||||||
Segment gross profit |
12,728,206 |
4,416,008 |
(924,901) |
16,219,313 |
|||||||||
Segment gross profit percentage |
27.6 |
% |
37.8 |
% |
63.4 |
% |
28.8 |
% |
|||||
Selling, general, and administrative expenses |
379,361 |
301,997 |
770,418 |
1,451,776 |
|||||||||
Indirect depreciation expense |
— |
— |
80,046 |
80,046 |
|||||||||
Intangible asset amortization expenses |
456,905 |
145,998 |
— |
602,903 |
|||||||||
Segment indirect operating expenses |
836,266 |
447,995 |
850,464 |
2,134,725 |
|||||||||
Segment income from operations |
11,891,940 |
3,968,013 |
(1,775,365) |
14,084,588 |
|||||||||
Segment operating margin percentage |
25.8 |
% |
34.0 |
% |
121.8 |
% |
25.0 |
% |
|||||
Corporate and non-allocated costs |
198,047 |
||||||||||||
Corporate depreciation expense |
5,232 |
||||||||||||
Total consolidated income from operations |
$ |
13,881,309 |
|||||||||||
33
Underground Infrastructure Construction
Revenues. Revenues increased by $16.1 million and $46.1 million for the three and nine months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases primarily reflected higher construction activity within the Company’s natural gas and water distribution business lines, together with the earlier commencement of natural gas transmission projects during fiscal 2026.
Income from operations. Income from operations increased by $304,000 and $11.9 million for the three and nine months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases primarily reflected higher construction activity, together with improved project execution across the Company’s underground infrastructure operations.
Industrial Construction
Revenues. Revenues increased by $9.6 million and $11.7 million for the three and nine months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases primarily reflected higher levels of electrical and mechanical construction activity.
Income from operations. Income from operations increased by $2.2 million and $4.0 million for the three and nine months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases primarily reflected improved project execution, higher project margins, and a more profitable mix of electrical and mechanical construction work.
Building Construction
Revenues. Revenues increased by $716,000 for the three months ended June 30, 2026, compared to the same period in 2025, and decreased by $1.5 million for the nine months ended June 30, 2026, compared to the same period in 2025. The quarterly increase primarily reflected the timing of construction activity on active projects, while the year-to-date decrease primarily reflected the completion of several significant projects during fiscal 2025 and lower construction activity as newly awarded projects transitioned into active construction during fiscal 2026.
Income from operations. Income from operations decreased by $684,000 and $1.8 million for the three and nine months ended June 30, 2026, respectively, compared to the same periods in 2025. The decreases primarily reflected lower project profitability and reduced absorption of fixed operating costs as newly awarded projects transitioned into active construction during fiscal 2026.
Corporate and Non-Allocated Costs
Corporate and non-allocated costs increased by $320,000 and $205,000 for the three and nine months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases primarily reflected additional personnel costs associated with the expansion of the Company’s corporate safety and risk management functions, partially offset by normal fluctuations in other corporate overhead costs.
The Company’s disaggregated revenue presentation differs slightly from its reportable segment presentation because the Industrial Construction and Building Construction reportable segments are combined within the Electrical, Mechanical and General revenue category. In addition, one legal entity within the Underground Infrastructure Construction reportable segment performs certain services that are classified within the Electrical, Mechanical and General revenue category. These differences are not material to the Company’s reportable segment results.
Comparison of Financial Condition at June 30, 2026 and September 30, 2025
Total assets increased to $219.5 million at June 30, 2026 from $215.2 million at September 30, 2025. The increase primarily reflected higher contract assets, retainage receivable, cash and cash equivalents, and prepaid expenses, partially offset by lower accounts receivable and the amortization of intangible assets.
34
Working capital remained strong at June 30, 2026. Accounts receivable, net of the allowance for doubtful accounts, decreased $11.4 million to $64.6 million, primarily reflecting the timing of customer collections and project billings. Contract assets increased $9.4 million to $43.9 million, primarily reflecting the timing of revenue recognized in excess of billings on construction contracts as projects progressed during the period. Retainage receivable increased $2.9 million to $18.9 million, consistent with the Company’s level of construction activity and the timing of retainage billings.
The Company continued to invest in its operating platform during the period. Capital expenditures totaled approximately $7.6 million, primarily for construction equipment, while net property and equipment remained relatively consistent as depreciation substantially offset these investments.
The Company further strengthened its balance sheet through significant debt reduction. Current and long-term debt, excluding lines of credit and short-term borrowings, decreased $26.9 million to $34.9 million at June 30, 2026, primarily reflecting principal repayments during the period. Total liabilities decreased $20.5 million to $135.4 million, while shareholders’ equity increased $24.8 million to $84.1 million, primarily reflecting the February 2026 equity offering and net income generated during the period.
Overall, the Company believes its balance sheet remains well positioned to support ongoing operations, capital investment, and future growth opportunities.
Liquidity and Capital Resources
The Company’s primary sources of liquidity include cash generated from operations, borrowings available under its revolving credit facility, equipment financing arrangements and access to the capital markets. Primary uses of liquidity include funding working capital, capital expenditures, strategic acquisitions, debt service, dividend payments and share repurchases. Management believes that cash generated from operations, together with existing cash balances and available borrowings under its revolving credit facility, will be sufficient to fund the Company’s anticipated operating, investing and financing requirements for at least the next twelve months. Working capital requirements are significantly influenced by the timing of project billings, customer collections, subcontractor and supplier payments, and contract retainage balances.
Cash Flows
Net cash provided by operating activities for the nine months ended June 30, 2026 was $19.5 million, reflecting earnings from operations, partially offset by changes in working capital associated with the timing of customer billings, collections and payments to suppliers and subcontractors. The $7.1 million net cash used in investing activities primarily reflected purchases of construction equipment and fleet assets. Net cash used in financing activities of $10.0 million primarily reflected repayments of borrowings under the Company’s revolving credit facility and other debt obligations, dividend payments and share repurchases, partially offset by the net proceeds from the February 2026 equity offering.
Revolving Credit Facility
Effective June 28, 2026, the Company renewed its $30.0 million revolving credit facility with a maturity date of June 28, 2028. At June 30, 2026, borrowings outstanding under the facility totaled $12.3 million, compared to $24.8 million at September 30, 2025. Based on the borrowing base calculation, approximately $9.7 million remained available under the facility at June 30, 2026. The revolving credit facility contains customary financial covenants, including a minimum Fixed Charge Coverage Ratio and a maximum Senior Funded Debt to EBITDA ratio, with which the Company was in compliance as of June 30, 2026. Management expects to remain in compliance with these covenants over the next twelve months. The available borrowing capacity under the revolving credit facility provides the Company with an important source of liquidity and financial flexibility.
Equity Offering
On February 20, 2026, the Company completed an underwritten public offering of 1,740,000 shares of common stock at a public offering price of $11.50 per share, generating net proceeds of approximately $18.4 million after underwriting discounts, commissions and offering expenses. On February 24, 2026, the underwriter exercised its over-allotment option to purchase an additional 261,000 shares, providing approximately $2.8 million of additional net proceeds before certain offering expenses. The Company used or expects to use the net proceeds to fund strategic growth initiatives, working capital requirements and general corporate purposes.
35
Debt and Capital Resources
During the nine months ended June 30, 2026, the Company continued to reduce outstanding indebtedness through scheduled principal repayments while investing in equipment to support future growth. Management believes its capital structure provides sufficient financial flexibility to fund ongoing operations, capital expenditures, strategic growth opportunities and working capital requirements. Capital expenditures during the period primarily consisted of investments in construction equipment and fleet assets. Management expects future capital expenditures to remain focused on equipment replacement, fleet modernization and selective investments that improve operational efficiency. Additional information regarding the Company’s debt arrangements and lease obligations is included in the accompanying Notes 13 and 16, respectively, to the consolidated financial statements.
Paycheck Protection Program Loans
As previously disclosed, the U.S. Small Business Administration (“SBA”) continues to review the Company’s previously forgiven Paycheck Protection Program (“PPP”) loans. Pending final resolution of the matter, the Company has recorded a liability for the full amount of the PPP loans together with accrued interest. Although the timing and outcome of the SBA’s review remain uncertain, management continues to cooperate fully with the SBA and believes it has responded to all requests for information. Any determination requiring repayment of the PPP loans or the assessment of penalties could adversely affect the Company’s financial condition, results of operations and cash flows. Additional information is included in Note 3 to the accompanying consolidated financial statements.
Capital Allocation
The Company’s capital allocation strategy is designed to maintain financial flexibility while investing in long-term growth and enhancing shareholder value. Management’s priorities include funding organic growth opportunities, investing in equipment and technology, pursuing strategic acquisitions, reducing leverage when appropriate, and returning capital to shareholders through dividends and opportunistic share repurchases. Management regularly evaluates these priorities in light of market conditions, liquidity requirements and opportunities to enhance long-term shareholder value.
Off-Balance Sheet Arrangements
The Company enters into certain off-balance sheet arrangements in the ordinary course of business that are customary within the construction industry. Management does not believe these arrangements are reasonably likely to have a material effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources. These arrangements include the following:
Letters of Credit
Certain customers or vendors may require the Company to provide letters of credit to secure contractual obligations or payments to subcontractors and vendors on various projects. At June 30, 2026, the Company had no letters of credit outstanding.
Performance Bonds
Certain customers, particularly governmental agencies and new customers, require the Company to obtain bid, performance and payment bonds in connection with construction contracts. These bonds are issued by surety companies and guarantee the Company’s performance under its contracts and payment of subcontractors and suppliers. If the Company fails to perform or satisfy its payment obligations, the surety may be required to make payments under the bond, and the Company would be obligated to reimburse the surety for any amounts paid.
The Company maintains a bonding program with a national surety provider that management believes is sufficient to support its current operations. Depending on the size and terms of future contracts, the Company may be required to provide letters of credit or other collateral to support its bonding capacity, which could reduce available borrowing capacity. Management does not anticipate any material claims against its surety program. At June 30, 2026, the Company had approximately $107.9 million of performance bonds outstanding.
36
Concentration of Credit Risk
In the ordinary course of business, the Company extends credit to customers under customary payment terms, generally without requiring collateral. The Company’s customers primarily consist of natural gas and oil companies, utilities, general contractors, and commercial and industrial customers located throughout the United States. As a result, the Company is exposed to credit risk associated with the financial condition of these customers and general economic conditions affecting the industries in which they operate.
The Company manages its credit risk through ongoing evaluation of customer creditworthiness, active monitoring of outstanding receivable balances, and collection efforts. In addition, the Company generally has statutory lien rights related to services performed. Under certain circumstances, such as foreclosure proceedings, the Company may obtain title to underlying assets in satisfaction of outstanding receivable balances.
Please see the tables below for customers that represent 10.0% or more of the Company’s revenue for the three and nine months ended June 30, 2026 and 2025:
|
Three Months Ended |
Three Months Ended |
|
Nine Months Ended |
Nine Months Ended |
|
|||
June 30, |
June 30, |
June 30, |
June 30, |
||||||
Revenue |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
NiSource and subsidiaries |
|
13.8 |
% |
* |
11.3 |
% |
* |
||
American Water |
* |
12.1 |
% |
* |
11.3 |
% |
|||
All other |
86.2 |
% |
87.9 |
% |
88.7 |
% |
88.7 |
% |
|
Total |
|
100.0 |
% |
100.0 |
% |
100.0 |
% |
100.0 |
% |
*Less than 10.0% and included in “All other” if applicable
Please see the tables below for customers that represent 10.0% or more of the Company’s accounts receivable, net of retention at June 30, 2026 and September 30, 2025:
Accounts receivable, net of retention |
|
at June 30, 2026 |
|
at September 30, 2025 |
|
TransCanada Corporation |
* |
13.9 |
% |
||
All other |
|
100.0 |
% |
86.1 |
% |
Total |
|
100.0 |
% |
100.0 |
% |
*Less than 10.0% and included in “All other” if applicable
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 March 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 three and nine months ended June 30, 2026 or 2025.
Other than described above, at June 30, 2026, 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 June 30, 2026, 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.
37
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 June 30, 2026. Final payment on this note was made in April 2026.
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. For the three months ended June 30, 2026 and 2025, the rental amounts for these specific periods were $111,000, and $74,000, respectively. For the nine months ended June 30, 2026 and 2025, the rental amounts for these specific periods were $329,000, and $250,000, respectively.
Other than mentioned above, there were no new material related party transactions entered into during the three and nine months ended June 30, 2026.
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 three and nine months ended June 30, 2026 and 2025.
38
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 goods and service is transferred to the customer. For Lump Sum and Unit Price contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost to cost”) method. For Cost Plus and Time and Material (“T&M”) contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward satisfaction of the performance obligation(s) using an output method.
The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. We believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:
| ● | the completeness and accuracy of the original bid; |
| ● | costs associated with scope changes; |
| ● | changes in costs of labor and/or materials; |
| ● | extended overhead and other costs due to owner, weather and other delays; |
| ● | subcontractor performance issues; |
| ● | changes in productivity expectations; |
| ● | site conditions that differ from those assumed in the original bid; |
| ● | changes from original design on design-build projects; |
| ● | the availability and skill level of workers in the geographic location of the project; |
| ● | a change in the availability and proximity of equipment and materials; |
| ● | our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and |
| ● | the customer’s ability to properly administer the contract. |
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects could have a significant effect on our profitability.
Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. With the exception of customer affirmative claims, generally, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next three months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced.
Our contract liabilities consist of 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.
39
The following table presents our costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings at June 30, 2026 and September 30, 2025:
|
June 30, 2026 |
|
September 30, 2025 |
|||
Costs incurred on contracts in progress |
$ |
565,061,543 |
$ |
471,208,654 |
||
Estimated earnings, net of estimated losses |
|
99,663,389 |
|
71,159,322 |
||
|
664,724,932 |
|
542,367,976 |
|||
Less billings to date |
|
647,990,300 |
|
536,231,730 |
||
$ |
16,734,632 |
|
$ |
6,136,246 |
||
|
|
|||||
Costs and estimated earnings in excess of billed on uncompleted contracts |
$ |
43,901,138 |
$ |
34,455,011 |
||
Less billings in excess of costs and estimated earnings on uncompleted contracts |
|
27,166,506 |
|
28,318,765 |
||
$ |
16,734,632 |
$ |
6,136,246 |
|||
Allowance for credit losses
The Company provides an allowance for credit losses when collection of an account is considered doubtful. Inherent in the assessment of the allowance for credit losses 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 June 30, 2026, the management review deemed that the allowance for credit losses was adequate.
Please see the allowance for credit losses table below as of and for the nine months ended June 30, 2026 and as of fiscal year ended September 30, 2025:
|
June 30, 2026 |
|
September 30, 2025 |
|||
Balance at beginning of period |
$ |
521,616 |
$ |
738,526 |
||
Charged to expense |
|
— |
|
423,750 |
||
Deductions for uncollectible receivables written off, net of recoveries |
|
(61,593) |
|
(640,660) |
||
Balance at end of period |
$ |
458,023 |
$ |
521,616 |
||
40
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 June 30, 2026.
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 at June 30, 2026 and September 30, 2025 is below:
Accumulated |
Accumulated |
Amortization |
Amortization |
Amortization |
Amortization |
||||||||||||||||||||||||
Remaining Life |
Amortization |
Amortization |
and Impairment |
and Impairment |
and Impairment |
and Impairment |
|||||||||||||||||||||||
|
(in months) at |
|
|
and Impairment |
|
and Impairment |
|
Three Months |
|
Three Months |
|
Nine Months |
Nine Months |
Net Book Value |
|
Net Book Value |
|||||||||||||
June 30, |
at June 30, |
at September 30, |
Ended June 30, |
Ended June 30, |
Ended June 30, |
Ended June 30, |
at June 30, |
|
at September 30, |
||||||||||||||||||||
|
2026 |
|
Original Cost |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||||||
Intangible assets: |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
West Virginia Pipeline: |
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Customer relationships |
54 |
$ |
2,209,724 |
1,215,345 |
$ |
1,049,610 |
55,245 |
55,245 |
165,735 |
165,735 |
$ |
994,379 |
|
$ |
1,160,114 |
||||||||||||||
Tradename |
54 |
263,584 |
144,979 |
125,215 |
6,588 |
6,588 |
19,764 |
19,764 |
118,605 |
138,369 |
|||||||||||||||||||
Non-competes |
— |
83,203 |
83,203 |
83,203 |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||
Heritage Painting |
|
||||||||||||||||||||||||||||
Customer relationships |
36 |
121,100 |
48,432 |
30,270 |
6,054 |
6,054 |
18,162 |
18,162 |
72,668 |
90,830 |
|||||||||||||||||||
|
|||||||||||||||||||||||||||||
Tri-State Paving: |
|||||||||||||||||||||||||||||
Customer relationships |
70 |
1,649,159 |
673,407 |
563,463 |
27,486 |
41,229 |
109,944 |
123,687 |
975,752 |
1,085,696 |
|||||||||||||||||||
Tradename |
|
70 |
|
203,213 |
|
82,979 |
|
69,431 |
|
3,387 |
|
5,081 |
|
13,548 |
15,241 |
|
120,234 |
133,782 |
|||||||||||
Non-competes |
|
— |
|
39,960 |
|
39,960 |
|
39,960 |
|
— |
|
— |
|
— |
— |
|
— |
— |
|||||||||||
|
|||||||||||||||||||||||||||||
Tribute Contracting & Consultants |
|||||||||||||||||||||||||||||
Non-compete 1 |
101 |
520,000 |
82,367 |
43,333 |
13,036 |
13,472 |
39,034 |
31,434 |
437,633 |
476,667 |
|||||||||||||||||||
Non-compete 2 |
77 |
10,000 |
1,992 |
1,042 |
326 |
259 |
950 |
605 |
8,008 |
8,958 |
|||||||||||||||||||
Tradename |
41 |
80,000 |
25,347 |
13,333 |
4,016 |
2,073 |
12,014 |
4,836 |
54,653 |
66,667 |
|||||||||||||||||||
Backlog |
5 |
1,320,000 |
1,044,932 |
550,000 |
164,932 |
34,198 |
494,932 |
79,795 |
275,068 |
770,000 |
|||||||||||||||||||
|
|||||||||||||||||||||||||||||
Rigney Digital Systems |
|||||||||||||||||||||||||||||
Tradename |
123 |
657,100 |
44,802 |
— |
14,934 |
— |
44,802 |
— |
612,298 |
657,100 |
|||||||||||||||||||
Backlog |
15 |
260,600 |
97,722 |
— |
32,574 |
— |
97,722 |
— |
162,878 |
260,600 |
|||||||||||||||||||
Non-compete |
111 |
46,300 |
3,474 |
— |
1,158 |
— |
3,474 |
— |
42,826 |
46,300 |
|||||||||||||||||||
|
|||||||||||||||||||||||||||||
Total intangible assets |
$ |
7,463,943 |
$ |
3,588,941 |
$ |
2,568,860 |
$ |
329,736 |
$ |
164,199 |
$ |
1,020,081 |
$ |
459,259 |
$ |
3,875,002 |
$ |
4,895,083 |
|||||||||||
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.
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 expenses for the three months ended June 30, 2026 and 2025 were $3.4 million and $3.1 million, respectively. The Company’s depreciation expenses for the nine months ended June 30, 2026 and 2025 were $10.1 million and $8.7 million, respectively In general, depreciation is included in “cost of revenues” on the Company’s consolidated statements of income.
41
The Company’s amortization expenses for the three months ended June 30, 2026 and 2025 were $329,736 and $164,199, respectively. The Company’s amortization expenses for the nine months ended June 30, 2026 and 2025 were $1,020,081 and $459,259, 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 5.0% to 6.0% to taxable income or loss after consideration of non-taxable and non-deductible items.
The effective income tax rate for the three months ended June 30, 2026 was 18.5%, as compared to 6.2%, for the same period in 2025. The effective income tax rate for the nine months ended June 30, 2026 was 25.1%, as compared to 29.5%, for the same period in 2025. Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income and non-deductible expenses.
Major items that can affect the effective tax rate include amortization of goodwill and intangible assets and non-deductible amounts for per diem expenses.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company had $688,000 and $6.9 million of federal net operating loss carryforwards at June 30, 2026 and September 30, 2025, respectively. The Company had $31.9 million and $41.9 million of state net operating loss carryforwards at June 30, 2026 and September 30, 2025, respectively. The state net operating loss carryforwards begin to expire in 2026.
The Company does not believe that it has any unrecognized tax benefits included in its consolidated financial statements that require recognition. The Company has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in general and administrative expenses.
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 March 15, 2026, and interim periods within fiscal years beginning after March 15, 2027. Early adoption and both prospective and retrospective application are permitted. The Company is currently assessing the effect of this update.
In March 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
42
effective for fiscal years beginning after March 15, 2024 and interim periods within fiscal years beginning after March 15, 2025. Early adoption and retrospective application are permitted. The Company is currently assessing the effect of this update.
Subsequent Events
On July 15, 2026, the Company paid a quarterly dividend of $0.04 per common share to shareholders of record as of June 30, 2026.
Management has evaluated all subsequent events for accounting and disclosure. There have been no other material events during the period, other than noted above, that would either impact the results reflected in the report or the Company’s results going forward.
Outlook
The following discussion contains forward-looking statements. Actual results may differ materially from those discussed below due to a number of risks and uncertainties.
The Company continues to experience a favorable bidding environment across its core markets, including water and wastewater infrastructure, natural gas transmission and distribution, and electrical, mechanical and general construction services. Management believes these markets continue to benefit from sustained public and private infrastructure investment, utility modernization initiatives, and increased industrial and commercial construction activity. The Company also continues to see opportunities in data center development and other infrastructure-related projects within its geographic footprint.
At June 30, 2026, the Company’s unaudited backlog totaled $286.6 million, compared to $280.7 million at June 30, 2025, and $259.7 million at September 30, 2025. Management believes its backlog reflects continued demand across its diversified end markets and provides meaningful visibility into near-term revenue outlook. The Company’s backlog remains well diversified across its service offerings and customer base, reducing dependence on any single project or market.
Backlog within the Company’s Gas & Water Distribution and Gas & Petroleum Transmission segments totaled $148.0 million at June 30, 2026. The Company continues to receive a healthy level of bidding opportunities in these markets and expects demand to remain supported by ongoing investment in utility infrastructure and energy transmission projects.
Backlog within the Company’s Electrical, Mechanical & General Construction Services segment totaled $138.6 million at June 30, 2026. Management continues to pursue opportunities on larger commercial, industrial and infrastructure projects and believes market conditions remain favorable.
Included in backlog at June 30, 2026 is approximately $70.0 million of recurring maintenance and blanket contract work expected to be performed over the next twelve months. Of the remaining $216.6 million of project-specific backlog, management expects approximately $200.0 million to be recognized as revenue over the next twelve months, subject to normal project execution and scheduling.
While management is encouraged by current bidding activity and backlog levels, the timing and conversion of backlog into revenue remain subject to customer funding, permitting, project scheduling, weather conditions, labor availability, supply chain factors and other risks beyond the Company’s control. Accordingly, there can be no assurance that anticipated projects will be awarded, proceed as scheduled, or ultimately be completed on expected timelines.
43
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for a smaller reporting company.
ITEM 4. Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that Energy Services of America Corporation files or submits under the Securities Exchange Act of 1934, is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There has been no change in Energy Services of America Corporation’s internal control over financial reporting during Energy Services of America Corporation’s third quarter of fiscal year 2026 that has materially affected, or is reasonably likely to materially affect, Energy Services of America Corporation’s internal control over financial reporting.
44
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings
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 March 15, 2021. The Company must comply with the demand under federal pension law; however, the Company firmly believes no withdrawal liability exists. The Company is in negotiations with the pension fund to resolve the matter and all future payments have been suspended as part of the negotiation. The Company has expensed all $164,000 in payments made through September 30, 2022 and does not expect any future liabilities related to this claim. The Company did not make any payments during the three and nine months ended June 30, 2026 and 2025.
Other than described above, at June 30, 2026, 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 June 30, 2026, 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.
ITEM 1A. Risk Factors
Please see the information disclosed in the “Risk Factors” section of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on December 15, 2025. There have been no material changes to the risk factors since the filing of the Annual Report on Form 10-K.
45
ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
| (a) | There have been no unregistered sales of equity securities during the period covered by the report. |
| (b) | None. |
| (c) | The table below summarizes the Company’s repurchased shares of its common stock during the three months ended June 30, 2026: |
|
Value of Shares |
|
Maximum Number of |
|||||||
|
Purchased as Part of |
|
Shares That May Yet Be |
|||||||
Total Number of Shares |
Average Price |
Publicly Announced |
Purchased Under the |
|||||||
Period |
|
Purchased |
|
Paid Per Share |
|
Plans or Programs |
|
Plans or Programs (1) |
||
Beginning |
680,752 |
|||||||||
April 2026 |
|
— |
$ |
— |
$ |
— |
|
680,752 |
||
May 2026 |
|
— |
$ |
— |
$ |
— |
|
680,752 |
||
June 2026 |
|
498 |
(2) |
$ |
7.48 |
$ |
— |
|
680,752 |
|
Total |
|
498 |
$ |
7.48 |
$ |
— |
||||
| (1) | On July 6, 2022, the Company’s Board of Directors authorized a share repurchase program (the “Program”), pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase amount not to exceed 1,000,000 shares, which was approximately 6.0% of its outstanding common stock as of the date of the announcement. The Program does not obligate the Company to purchase any number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Company. |
| (2) | Tax settlement on vested Restricted Stock Awards. Repurchases do not affect the maximum number of shares that may yet be purchased under the Program. |
ITEM 5. Other Information
During the third fiscal quarter of 2026, none of our directors or officers
46
ITEM 6. Exhibits
31.1 |
|
|
|
|
|
31.2 |
||
|
|
|
32 |
||
|
|
|
101.INS |
XBRL Instance Document |
|
|
|
|
101.SCH |
XBRL Taxonomy Extension Schema Document |
|
|
|
|
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENERGY SERVICES OF AMERICA CORPORATION
Date: |
August 10, 2026 |
By: |
/s/ Douglas V. Reynolds |
|
|
Douglas V. Reynolds |
|
|
|
Chief Executive Officer |
|
|
|
||
Date: |
August 10, 2026 |
By: |
/s/ Charles P. Crimmel |
|
|
Charles P. Crimmel |
|
|
|
Chief Financial Officer |
|
48
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Douglas V. Reynolds, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Energy Services of America Corporation; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: |
August 10, 2026 |
|
/s/ Douglas V. Reynolds |
|
|
|
Douglas V. Reynolds |
|
|
|
Chief Executive Officer |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Charles P. Crimmel, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Energy Services of America Corporation; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: |
August 10, 2026 |
|
/s/ Charles P. Crimmel |
|
|
|
Charles P. Crimmel |
|
|
|
Chief Financial Officer |
Exhibit 32
Certification pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Douglas V. Reynolds, Chief Executive Officer and Charles P. Crimmel, Chief Financial Officer of Energy Services of America Corporation (the “Company”) each certify in their capacity as officers of the Company that they have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and that to the best of their knowledge:
1. |
the report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |
2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: |
August 10, 2026 |
|
/s/ Douglas V. Reynolds |
|
|
|
Douglas V. Reynolds |
|
|
|
Chief Executive Officer |
Date: |
August 10, 2026 |
|
/s/ Charles P. Crimmel |
|
|
|
Charles P. Crimmel |
|
|
|
Chief Financial Officer |