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Energy Services of America CORP

Energy Services of America CORPESOAEarnings & Financial Report

Nasdaq · petroleum industry

Superior Energy Services is an American oil services company that operates as a holding company for a portfolio of oilfield equipment rentals and well oil and gas services brands.

What changed in Energy Services of America CORP's 10-K — 2024 vs 2025

Top changes in Energy Services of America CORP's 2025 10-K

237 paragraphs added · 228 removed · 192 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

25 edited+9 added−3 removed50 unchanged
Environmental Regulation. Energy Services’ activities are subject to existing federal, state and local laws and regulations governing environmental quality, pollution control and the preservation of natural resources. Such laws and regulations concern, among other things, the containment, disposal and recycling of waste materials, and reporting of the storage, use or release of certain chemicals or hazardous substances.
Energy Services’ activities are subject to existing federal, state and local laws and regulations governing environmental quality, pollution control and the preservation of natural resources. Such laws and regulations concern, among other things, the containment, disposal and recycling of waste materials, and reporting of the storage, use or release of certain chemicals or hazardous substances.
The Company’s experienced safety department ensures that employees have the Company and customer required safety training before starting a project. Daily and weekly safety meetings at project sites help employees remain aware of potential hazards. Periodic internal and third-party safety audits are performed to help ensure that the Company’s and customer’s safety procedures are followed. ​
The Company’s experienced safety department ensures that employees have the Company and customer required safety training before starting a project. Daily and weekly safety meetings at project sites help employees remain aware of 8 Table of Contents potential hazards. Periodic internal and third-party safety audits are performed to help ensure that the Company’s and customer’s safety procedures are followed. ​
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, and Indiana.
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.
The SBA could revisit its forgiveness decision and determine that the Company does not qualify in whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown 5 Table of Contents what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification.
The SBA could revisit its forgiveness decision and determine that the Company does not qualify in whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification.
The primary environmental statutory and regulatory programs that affect Energy Services’ operations include the following: Department of Transportation regulations, regulations set forth by agencies such as the Federal Energy Regulatory Commission and various environmental agencies including the Environmental Protection Agency, and state and local government agencies. 7 Table of Contents Health and Safety Matters.
The primary environmental statutory and regulatory programs that affect Energy Services’ operations include the following: Department of Transportation regulations, regulations set forth by agencies such as the Federal Energy Regulatory Commission and various environmental agencies including the Environmental Protection Agency, and state and local government agencies. Health and Safety Matters.
We anticipate being able to obtain materials for current work, as well as any raw materials not supplied by our customers, for the foreseeable future. However, the inability of our customers to obtain raw materials may delay projects from being bid, awarded, started, or completed.
We anticipate being able to obtain materials for current work, as well as any raw materials not supplied 6 Table of Contents by our customers, for the foreseeable future. However, the inability of our customers to obtain raw materials may delay projects from being bid, awarded, started, or completed.
Energy Services’ customers include many of the leading companies in the industries it serves, including: TransCanada Corporation NiSource, Inc. Marathon Petroleum Mountaineer Gas American Electric Power Toyota Motor Manufacturing Bayer Chemical Dow Chemical 3 Table of Contents Kentucky American Water WV American Water Various state, county, and municipal public service districts.
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 3 Table of Contents Dow Chemical Kentucky American Water WV American Water Various state, county, and municipal public service districts.
Industry Factors Energy Services’ revenues, cash flows and earnings are substantially dependent upon, and affected by, the level of natural gas exploration development activity and the levels of work on existing pipelines as well as the level of demand for our electrical and mechanical services.
Industry Factors Energy Services’ revenues, cash flows and earnings are substantially dependent upon, and affected by, the level of natural gas exploration development activity and the levels of work on existing pipelines as well as the level of industrial and infrastructure demands for our electrical and mechanical services.
Employees and Human Capital Resources Energy Services of America believes the Company’s greatest asset is its employees. The Company’s emphasis on the health and safety of its employees is an important factor in maintaining its experienced workforce and attracting new talent. As of September 30, 2024, the Company had 1,396 employees including 490 full-time non-union employees.
Employees and Human Capital Resources Energy Services of America believes the Company’s greatest asset is its employees. The Company’s emphasis on the health and safety of its employees is an important factor in maintaining its experienced workforce and attracting new talent. As of September 30, 2025, the Company had 1,418 employees including 558 full-time non-union employees.
(“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. Ryan Construction Services Inc.
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.
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”. All C.J.
(“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”.
Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with United Bank as the lender (“Lender”) in an aggregate principal amount of $13.1 million pursuant to the PPP (collectively, the “PPP Loans”).
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 the lender (“Lender”) in an aggregate principal amount of $13.1 million pursuant to the PPP (collectively, the “PPP Loans”).
(“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.
The employees of TSP are non-union and are managed independently of the Company’s union subsidiaries. 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.
At September 30, 2024, Energy Services had a backlog of $243.2 million of work to be completed on existing contracts. At September 30, 2023, the Company had a backlog of $229.8 million.
At September 30, 2025, Energy Services had a backlog of $259.7 million of work to be completed on existing contracts. At September 30, 2024, the Company had a backlog of $243.2 million.
There are many regional and national competitors that offer services similar to Energy Services. Certain of the Company’s competitors have greater financial and human resources than Energy Services, which may enable them to compete more efficiently because of price and technology.
There are many regional and national competitors that offer services similar to Energy Services. Certain of the Company’s competitors have greater financial and human resources than Energy Services, which may enable them to compete more efficiently because of price and technology. The Company’s largest competitors are Integrity Kokosing Pipeline Services, Orders Construction, InfraSource, Northern Pipeline, Enerfab.
Hughes, provides electrical, mechanical, HVAC/R, and fire protection services to customers primarily in the automotive, chemical, and power industries. Revolt Energy, LLC (“Revolt”), a wholly owned subsidiary of NCS, performs residential solar installation projects. Nitro Electric Company, LLC (“Nitro Electric”), a wholly owned subsidiary of NCS, performs industrial electrical work and has a satellite office registered in Michigan.
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.
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.
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.
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.
(“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.
The Company’s largest competitors are Otis Eastern, Miller Pipeline, Brown Electric, Summit Electric and Apex Pipeline. 6 Table of Contents Operating Hazards and Insurance Energy Services’ operations are subject to many hazards inherent in the pipeline, electrical, and mechanical construction businesses, including, for example, operating equipment in mountainous terrain, people working in deep trenches, people working near large construction equipment, and people working near manufacturing equipment and power sources.
Operating Hazards and Insurance Energy Services’ operations are subject to many hazards inherent in the pipeline, electrical, and mechanical construction businesses, including, for example, operating equipment in mountainous terrain, people working in deep trenches, people working near large construction equipment, and people working near manufacturing equipment and power sources.
The Company had consolidated operating revenues of $304.1 million for the fiscal year ended September 30, 2023, of which 48.8% was attributable to electrical, mechanical, and general contract services, 30.3% to gas and petroleum transmission projects, and 20.9% to gas & water distributions services.
The Company had consolidated operating revenues of $411.0 million for the fiscal year ended September 30, 2025, of which 47.9% was attributable to electrical, mechanical, and general contract services, 15.7% to gas and petroleum transmission projects, and 36.4% to gas & water distributions services.
In addition, Energy Services’ operations are vulnerable to risks arising from the numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Energy Services may also be affected by regulations designed to provide benefits to companies engaged in the production of alternative sources of energy, such as solar, wind, and related industries.
In addition, Energy Services’ operations are vulnerable to risks arising from the numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection.
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.
(“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.
You should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Understanding Gross Margins ” below for discussions of trends and challenges that may affect our financial condition and results of operations.
You should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Understanding Gross Margins ” below for discussions of trends and challenges that may affect our financial condition and results of operations. 5 Table of Contents 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”).
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.
(“Rigney”), an HVAC/R controls company located in Hurricane, WV, which will operate 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.
The Company’s website address is www.energyservicesofamerica.com . Information on our website is not part of this Annual Report on Form 10-K unless otherwise stated. 4 Table of Contents 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 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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
Although not a significant impact, the Company has experienced minor delays resulting from the availability of construction equipment and vehicles.
Added
(“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”). The acquisition of Tribute LLC closed on December 2, 2024.
Added
Tribute constructs water distribution and wastewater systems 4 Table of Contents 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 Annual Report on Form 10-K unless otherwise stated.
Added
Segments Energy Services’ reportable segments 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.
Added
Industrial Constructions 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.
Added
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. Seasonality: Fluctuation of Results Our revenues and results of operations can and usually are subject to seasonal variations.
Added
Tariffs on imported materials have not had a significant impact on the Company’s operations or financial performance.
Added
Energy Services may also be affected by regulations designed to provide benefits to companies engaged in the production of alternative sources of energy, such as solar, wind, and related industries. 7 Table of Contents Environmental Regulation.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

35 edited+3 added−5 removed45 unchanged
Although we take protective measures and believe that we have not experienced any of the data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security.
Although we take protective measures and believe that we have not experienced any data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security.
Acquisitions involve many risks, including the following: ● an acquisition may negatively affect the Company’s results of operations, financial condition or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; ● the Company may encounter difficulties or unforeseen expenditures in integrating the operations of any company that it acquires, particularly if key personnel of the acquired company decide not to work for us; ● an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management; ● an acquisition may involve the entry into geographic or business markets in which the Company has little or no prior experience or where competitors have stronger market positions; ● if the Company incurs debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and ● to the extent that the Company issues a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.
Acquisitions involve many risks, including the following: ● an acquisition may negatively affect the Company’s results of operations, financial condition or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; ● the Company may encounter difficulties or unforeseen expenditures in integrating the operations of any company that it acquires, particularly if key personnel of the acquired company decide not to work for us; ● an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management; 9 Table of Contents ● an acquisition may involve the entry into geographic or business markets in which the Company has little or no prior experience or where competitors have stronger market positions; ● if the Company incurs debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and ● to the extent that the Company issues a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.
Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. Increased ESG-related compliance costs could result in increases to our overall operational costs.
Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, labor conditions and human rights. Increased ESG-related compliance costs could result in increases to our overall operational costs.
Also, other items that can materially affect our quarterly results include: ● Adverse weather; ● Variations in the mix of our work in any quarter; ● Shortage of qualified labor; 8 Table of Contents ● Unfavorable regional, national or global economic and market conditions; ● A reduction in the demand for our services; ● Changes in customer spending patterns and need for the services we provide; ● Unanticipated increases in construction and design costs; ● Timing and volume of work we perform; ● Termination of existing agreements; ● Losses experienced not covered by insurance; ● Payment risks associated with customer financial condition; ● Changes in bonding requirements of agreements; ● Supply chain constraints; ● Interest rate variations; and ● Changes in accounting and financial reporting standards.
Also, other items that can materially affect our quarterly results include: ● Adverse weather; ● Variations in the mix of our work in any quarter; ● Shortage of qualified labor; ● Unfavorable regional, national or global economic and market conditions; ● A reduction in the demand for our services; ● Changes in customer spending patterns and need for the services we provide; ● Unanticipated increases in construction and design costs; ● Timing and volume of work we perform; ● Termination of existing agreements; ● Losses experienced not covered by insurance; ● Payment risks associated with customer financial condition; ● Changes in bonding requirements of agreements; ● Supply chain constraints; ● Interest rate variations; and ● Changes in accounting and financial reporting standards.
Any limitation on the availability of materials or equipment or failure to complete work on a timely basis by subcontractors in a quality fashion could lead to added costs and therefore lower profitability for the Company. 10 Table of Contents We face cybersecurity risk including breach of confidential personal information, Company or customer intellectual properties, and delays related to data loss.
Any limitation on the availability of materials or equipment or failure to complete work on a timely basis by subcontractors in a quality fashion could lead to added costs and therefore lower profitability for the Company. We face cybersecurity risk including breach of confidential personal information, Company or customer intellectual properties, and delays related to data loss.
Risk Related to our Operations Our operating results may vary significantly from quarter to quarter. We typically experience lower volumes and lower margins during the winter months due to lower demand for our pipeline services and more difficult operating conditions.
Risk Related to our Operations Our operating results may vary significantly from quarter to quarter. We typically experience lower volumes and lower margins during the winter months due to lower demand for our construction services and more difficult operating conditions.
While we have not had any significant problems with collections of accounts receivables historically, should there be an economic downturn our customers’ ability to repay us could be compromised, and this may curtail our operations and ability to operate profitably. Our dependence on suppliers, subcontractors and equipment manufacturers could expose us to risk of loss in our operations.
While we have not had any significant problems with collections of accounts receivables historically, should there be an economic downturn our customers’ ability to repay us could be compromised, and this may curtail our operations and ability to operate profitably. 10 Table of Contents Our dependence on suppliers, subcontractors and equipment manufacturers could expose us to risk of loss in our operations.
Furthermore, our customers will also be affected by inflation and the rising costs of goods and services used in their businesses, which could have a negative impact on their ability to use our services and afford to pay our fees. ​ 11 Table of Contents Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.
Furthermore, our customers will also be affected by inflation and the rising costs of goods and services used in their businesses, which could have a negative impact on their ability to use our services and afford to pay our fees. Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.
On fixed price contracts our profits could be curtailed or eliminated by unanticipated pricing increases associated with the contract. 9 Table of Contents A portion of our business depends on our ability to provide surety bonds. We may be unable to compete on certain projects if we are not able to obtain the necessary surety bonds.
On fixed price contracts our profits could be curtailed or eliminated by unanticipated pricing increases associated with the contract. A portion of our business depends on our ability to provide surety bonds. We may be unable to compete on certain projects if we are not able to obtain the necessary surety bonds.
In addition, our industry competes for energy demand with suppliers of alternative energy sources such as solar and wind. We may be unsuccessful at generating internal growth.
In addition, our industry competes for energy demand with suppliers of alternative energy sources such as solar and wind. 12 Table of Contents We may be unsuccessful at generating internal growth.
The line of credit has a variable interest rate equal to the “Wall Street Journal” Prime Rate with a floor of 4.5%, which was 8.0% at September 30, 2024. The Company believes this line of credit will provide enough operating capital for future projects.
The line of credit has a variable interest rate equal to the “Wall Street Journal” Prime Rate with a floor of 4.99%, which was 7.25% at September 30, 2025. The Company believes this line of credit will provide enough operating capital for future projects.
Energy Services maintains a banking relationship with two regional banks and has lines of credit and borrowing facilities with these institutions. On August 8, 2024, the Company renewed its $30.0 million line of credit with a maturity date of June 28, 2026.
Energy Services maintains a banking relationship with two regional banks and has lines of credit and borrowing facilities with these institutions. In July 2025, the Company renewed its $30.0 million line of credit with a maturity date of June 28, 2027.
These could include disruptions or restrictions on our ability to travel or to complete our projects, as well as temporary closures of our facilities or the facilities of our suppliers or customers.
These could include disruptions or restrictions on our ability to travel or to complete our projects, as well as temporary closures of our facilities or the facilities of our suppliers or customers. Any disruption of our suppliers or customers would likely impact our operating results.
Inflation risk is the risk that the value of assets or income will be worth less in the future as inflation decreases the value of money. Over the last several years, there have been market indicators of a pronounced rise in inflation and the Federal Reserve has raised certain benchmark interest rates to combat inflation.
Inflation risk is the risk that the value of assets or income will be worth less in the future as inflation decreases the value of money. Over the last several years, there have been market indicators of a pronounced rise in inflation.
The Company may continue to expand by making additional acquisitions that could be material to its business, results of operations, financial condition and cash flows.
In fiscal 2022, the Company completed the acquisitions of Tri-State Paving and Ryan Construction. The Company may continue to expand by making additional acquisitions that could be material to its business, results of operations, financial condition and cash flows.
Also, we often indemnify our customers for claims related to the services we provide and actions we take under our contracts with them. Because our services in certain instances may be integral to the operation and performance of our customers’ infrastructure, we may become subject to lawsuits or claims for any failure of the systems we work on.
Because our services in certain instances may be integral to the operation and performance of our customers’ infrastructure, we may become subject to lawsuits or claims for any failure of the systems we work on.
While we carry insurance to protect the Company against such claims, the outcomes of any of the lawsuits, claims or legal proceedings could result in significant costs and diversion of management’s attention from the business. Payments of significant amounts, even if reserved, could adversely affect our reputation, liquidity and results of operations.
While we carry insurance to protect the Company against such claims, the outcomes of any of the lawsuits, claims or legal proceedings could result in significant costs and diversion of management’s attention from the business.
Our industry has been and remains competitive with competitors ranging from small owner operated companies to large public companies. Within that group there may be companies with lower overhead costs that may be able to price their services at lower levels than we can. Accordingly, if that occurs, our business opportunities could be severely limited.
Within that group there may be companies with lower overhead costs that may be able to price their services at lower levels than we can. Accordingly, if that occurs, our business opportunities could be severely limited.
The line of credit is limited to a borrowing base calculation, which was approximately $25.1 million at September 30, 2024. The outstanding balance on the line of credit was $4.5 million at September 30, 2024.
The line of credit is limited to a borrowing base calculation, which was approximately $27.7 million at September 30, 2025. The outstanding balance on the line of credit was $24.8 million at September 30, 2025.
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 part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. As of September 30, 2025, there have been no further requests or communications from the SBA relating to the PPP Loans.
We may incur liabilities or suffer negative financial or reputational harm relating to occupational health and safety matters. Our operations are subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace.
Payments of significant amounts, even if reserved, could adversely affect our reputation, liquidity and results of operations. 13 Table of Contents We may incur liabilities or suffer negative financial or reputational harm relating to occupational health and safety matters. Our operations are subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace.
Our common stock is traded on the NASDAQ Capital Market under the symbol “ESOA.” Certain brokers currently make a market in the common stock, but such transactions are infrequent, and the volume of shares traded is relatively small. Management cannot predict whether these or other brokers will continue to make a market in our common stock.
Risks Relating to Ownership of Our Common Stock Our common stock is not heavily traded, and the stock price may fluctuate significantly. Our common stock is traded on the NASDAQ Capital Market under the symbol “ESOA.” Certain brokers currently make a market in the common stock, but such transactions are infrequent, and the volume of shares traded is relatively small.
However, if we should inadvertently cause contamination of waters or soils, liabilities for our Company relating to cleanup and remediation could be substantial and could exceed any insurance coverage we might have and result in a negative impact to the Company’s ability to operate. ​ We have operations in multiple states and face risks related to pandemics such as the Coronavirus/COVID 19 global pandemic that could impact our results of operations.
We invest significantly in compliance with the appropriate laws and regulations. However, if we should inadvertently cause contamination of waters or soils, liabilities for our Company relating to cleanup and remediation could be substantial and could exceed any insurance coverage we might have and result in a negative impact to the Company’s ability to operate.
Future acquisitions could disrupt the Company’s business and adversely affect our results of operations, financial condition and cash flows. On December 2, 2024, the Company completed the acquisition of the assets of Tribute Contracting & Consultants, LLC. In fiscal 2022, the Company completed the acquisitions of Tri-State Paving and Ryan Construction.
Future acquisitions could disrupt the Company’s business and adversely affect our results of operations, financial condition and cash flows. On September 30, 2025, the Company acquired the assets of Rigney Digital Systems Ltd. and on December 2, 2024, the Company acquired the assets of Tribute Contracting & Consultants, LLC.
Management also cannot predict the extent to which an active public market for our common stock will develop or be sustained in the future.
Management also cannot predict the extent to which an active public market for our common stock will develop or be sustained in the future. Accordingly, stockholders may not be able to sell their shares of our common stock at the volumes, prices, or times that they desire.
The SBA may review the Company’s PPP Loan forgiveness application and if the SBA disagrees with the Company’s certification the Company could be subject to penalties and the repayment of the PPP Loans, which could negatively impact the Company’s business, financial condition and results of operations and prospects.
Our efforts to take these risks into account may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior. 11 Table of Contents The SBA may review the Company’s PPP Loan forgiveness application and if the SBA disagrees with the Company’s certification the Company could be subject to penalties and the repayment of the PPP Loans, which could negatively impact the Company’s business, financial condition and results of operations and prospects.
The interests of our directors may not be consistent with your interests as a stockholder. This influence may also have the effect of delaying or preventing changes of control or changes in management or limiting the ability of our other stockholders to approve transactions that they may deem to be in the best interests of our Company.
This influence may also have the effect of delaying or preventing changes of control or changes in management or limiting the ability of our other stockholders to approve transactions that they may deem to be in the best interests of our Company. 14 Table of Contents Our dividend policy may change without notice and any payment of dividends in the future is subject to the discretion of our board of directors.
From time to time, we may in the ordinary course of business be named as a defendant in lawsuits, claims and other legal proceedings. These actions may seek, among other things, compensation for alleged personal injury, worker’s compensation, employment discrimination, breach of contract, property damages, civil penalties, and other losses of injunctive or declaratory relief.
These actions may seek, among other things, compensation for alleged personal injury, worker’s compensation, employment discrimination, breach of contract, property damages, civil penalties, and other losses of injunctive or declaratory relief. Also, we often indemnify our customers for claims related to the services we provide and actions we take under our contracts with them.
Our directors, as a group, beneficially owned approximately 32.4% of our outstanding shares of common stock as of September 30, 2024. As a result of this level of ownership, our directors have the ability, by taking coordinated action, to exercise significant influence over our affairs and policies.
As a result of this level of ownership, our directors have the ability, by taking coordinated action, to exercise significant influence over our affairs and policies. The interests of our directors may not be consistent with your interests as a stockholder.
Prices on stock that is not heavily traded, such as our common stock, can be more volatile than heavily traded stock.
Management cannot predict whether these or other brokers will continue to make a market in our common stock. Prices on stock that is not heavily traded, such as our common stock, can be more volatile than heavily traded stock.
In certain circumstances, we guarantee project completion by a scheduled acceptance date or are paid only upon achievement of certain acceptance and performance testing levels. Failure to meet any of these requirements could result in additional costs or penalties which could exceed the expected project profits. Our industry is highly competitive.
Project delays or cancellations may result in additional costs to us, reductions in revenues or the payment of liquidated damages. In certain circumstances, we guarantee project completion by a scheduled acceptance date or are paid only upon achievement of certain acceptance and performance testing levels.
If the demand for natural gas should drop dramatically, or the demand for electrical and mechanical services drops dramatically, these would in turn result in less demand for the Company’s services. 12 Table of Contents Project delays or cancellations may result in additional costs to us, reductions in revenues or the payment of liquidated damages.
In addition to the effects of an economic recession, there could be reductions in the industries that the Company serves. If the demand for natural gas should drop dramatically, or the demand for water, electrical and mechanical services drops dramatically, these would in turn result in less demand for the Company’s services.
While the Company believes estimates on project performance are materially correct at September 30, 2024, there can be no assurance that actual results will not differ from those estimates. 13 Table of Contents Risk Related to Law and Regulatory Compliance During the ordinary course of business, we may become subject to lawsuits or indemnity claims, which could materially and adversely affect our business and results of operations.
Risk Related to Law and Regulatory Compliance During the ordinary course of business, we may become subject to lawsuits or indemnity claims, which could materially and adversely affect our business and results of operations. From time to time, we may in the ordinary course of business be named as a defendant in lawsuits, claims and other legal proceedings.
Our dividend policy may change without notice and any payment of dividends in the future is subject to the discretion of our board of directors. The holders of our common stock will receive cash dividends if and when declared by our board of directors out of legally available funds.
The holders of our common stock will receive cash dividends if and when declared by our board of directors out of legally available funds. Although we have initiated a regular quarterly cash dividend of $0.03 per share in fiscal 2025, we have no obligation to continue paying dividends.
Accordingly, stockholders may not be able to sell their shares of our common stock at the volumes, prices, or times that they desire. 14 Table of Contents Our directors beneficially own a significant portion of our common stock and have substantial influence over us.
Our directors beneficially own a significant portion of our common stock and have substantial influence over us. Our directors, as a group, beneficially owned approximately 26.0% of our outstanding shares of common stock as of September 30, 2025.
Removed
Our efforts to take these risks into account may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.
Added
Failure to meet any of these requirements could result in additional costs or penalties which could exceed the expected project profits and adversely impact the Company’s results of operations. Our industry is highly competitive. Our industry has been and remains competitive with competitors ranging from small owner-operated companies to large public companies.
Removed
In addition to the effects of an economic recession, there could be reductions in the industries that the Company serves.
Added
While the Company believes estimates on project performance are materially correct at September 30, 2025, there can be no assurance that actual results will not differ from those estimates.
Removed
We invest significantly in compliance with the appropriate laws and regulations.
Added
We have operations in multiple states and face risks related to pandemics such as the Coronavirus/COVID 19 global pandemic that could impact our results of operations.
Removed
Any disruption of our suppliers or customers would likely impact our operating results. ​ Risks Relating to Ownership of Our Common Stock Our common stock is not heavily traded, and the stock price may fluctuate significantly.
Removed
Although we paid an annual cash dividend in calendar 2024 and have initiated a regular quarterly cash dividend in fiscal 2025, we have no obligation to continue paying dividends.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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These briefings encompass a broad range of topics, including: ● Current cybersecurity landscape and emerging threats; ● Status of ongoing cybersecurity initiatives and strategies; ● Incident reports and learnings from any cybersecurity events; and ● Compliance with regulatory requirements and industry standards.
These briefings encompass a broad range of topics, including: ● Current cybersecurity landscape and emerging threats; ● Status of ongoing cybersecurity initiatives and strategies; ● Incident reports and recommendations from any cybersecurity events; and ● Compliance with regulatory requirements and industry standards.
To assess, identify, and manage cybersecurity risks, the Company: ● Utilizes advanced technology solutions, such as proactive detection tools, to safeguard its assets and identify threats within its environment. ● Conducts cyber education and awareness training sessions to equip employees with the necessary knowledge and foster a strong security culture. ● Analyzes internal and external cybersecurity incidents and threat intelligence to assess relevance to its environment and industry. ● Performs recovery testing to ensure the resilience of critical systems and support business continuity. ● Implements stringent oversight of third-party service providers, including conducting security reviews before engagement and ongoing monitoring to ensure compliance with the Company’s cybersecurity standards.
Such collaboration ensures the Company leverages specialized knowledge to maintain cybersecurity practices aligned with industry standards. 15 Table of Contents To assess, identify, and manage cybersecurity risks, the Company: ● Utilizes advanced technology solutions, such as proactive detection tools, to safeguard its assets and identify threats within its environment. ● Conducts cyber education and awareness training sessions to equip employees with the necessary knowledge and foster a strong security culture. ● Analyzes internal and external cybersecurity incidents and threat intelligence to assess relevance to its environment and industry. ● Performs recovery testing to ensure the resilience of critical systems and support business continuity. ● Implements stringent oversight of third-party service providers, including conducting security reviews before engagement and ongoing monitoring to ensure compliance with the Company’s cybersecurity standards .
As of the date hereof, the Company has not encountered cybersecurity incidents that the Company believes to have materially affected or are reasonably likely to materially affect the Company taken as a whole, including its business strategy, results of operations or financial condition. ​
As of September 30, 2025, the Company has not encountered cybersecurity incidents that the Company believes to have materially affected or are reasonably likely to materially affect the Company taken as a whole, including its business strategy, results of operations or financial condition. ​
Given the complexity and evolving nature of cybersecurity threats, the Company engages external experts, such as cybersecurity assessors, third-party legal consultants, and auditors, to evaluate and test its risk management systems. These engagements include audits, threat assessments, and consultations on security enhancements. Such collaboration ensures the Company leverages specialized knowledge to maintain cybersecurity practices aligned with industry standards.
Given the complexity and evolving nature of cybersecurity threats, the Company engages external experts, such as cybersecurity assessors, third-party legal consultants, and auditors, to evaluate and test its risk management systems. These engagements include audits, threat assessments, and consultations on security enhancements.
In addition to scheduled briefings, ad hoc discussions regarding emerging or potential cybersecurity risks ensure the Board remains informed and engaged in strategic decision-making related to cybersecurity.
In addition to scheduled briefings, ad hoc discussions regarding emerging or potential cybersecurity risks ensure the Board remains informed and engaged in strategic decision-making related to cybersecurity. The Board conducts an annual review of the Company’s cybersecurity posture and risk management strategies to identify areas for improvement and maintain alignment with the Company’s overall risk management framework.
In the event of a cybersecurity incident, the IT team implements the Company’s incident response plan to mitigate immediate impacts, implement remediation strategies, and prevent future incidents. The team also ensures that senior management is regularly informed about material cybersecurity risks and incidents to maintain alignment with organizational priorities.
The team also ensures that senior management is regularly informed about material cybersecurity risks and incidents to maintain alignment with organizational priorities.
The Company’s risk management team collaborates closely with its internal IT team to evaluate and address cybersecurity risks in alignment with the Company’s overall business objectives and operational needs.
The Company’s risk management team collaborates closely with its internal IT team to evaluate and address cybersecurity risks in alignment with the Company’s overall business objectives and operational needs. The Company has implemented controls and procedures to ensure the prompt escalation of cybersecurity concerns so that management, the Audit Committee, and the Board of Directors receive timely and appropriate information.
The internal IT team is responsible for the day-to-day implementation of the Company’s cybersecurity risk management programs, testing compliance with standards, remediating known risks, and leading employee training programs. The team monitors the latest developments in cybersecurity, including potential threats and innovative risk management techniques, to help prevent, detect, and mitigate cybersecurity incidents.
The Company’s CIO has over 20 years of experience in the field of technology and security and is instrumental in developing and designing, implementing and executing the Company’s cybersecurity strategies. The internal IT team is responsible for the day-to-day implementation of the Company’s cybersecurity risk management programs, testing compliance with standards, remediating known risks, and leading employee training programs.
Removed
The Company has implemented controls and 15 Table of Contents procedures to ensure the prompt escalation of cybersecurity concerns so that management, the Audit Committee, and the Board of Directors receive timely and appropriate information.
Added
The team monitors the latest developments in cybersecurity, including potential threats and risk management techniques, to help prevent, detect, and mitigate cybersecurity incidents. 16 Table of Contents In the event of a cybersecurity incident, the IT team implements the Company’s incident response plan to mitigate immediate impacts, implement remediation strategies, and prevent future incidents.
Removed
The Board conducts an annual review of the Company’s cybersecurity posture and risk management strategies to identify areas for improvement and maintain alignment with the Company’s overall risk management framework. 16 Table of Contents The Company’s CIO has over 20 years of experience in the field of technology and security and is instrumental in developing and designing, implementing and executing the Company’s cybersecurity strategies.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. Properties ​ The Company and its subsidiaries own the property where its subsidiaries, C.J. Hughes, Nitro, West Virginia Pipeline, and the Company’s headquarters are located. We maintain our executive offices at 75 West 3 rd Ave., Huntington, West Virginia 25701, which is also the offices of C.J. Hughes and Contractors Rental.
ITEM 2. Properties ​ The Company and its subsidiaries own the property where its subsidiaries, C.J. Hughes, Nitro, West Virginia Pipeline, Tribute, and the Company’s headquarters are located. We maintain our executive offices at 75 West 3 rd Ave., Huntington, West Virginia 25701, which is also the offices of C.J. Hughes and Contractors Rental.
Nitro’s office is located at 4300 1 st Ave., Nitro, WV 25143. West Virginia Pipeline’s office is located at 300 Pipeline Road, Princeton, WV 24739. SQP leases its office space and is located at 281 Smiley Drive, St Albans, WV 25177. TSP leases its office space and is located at 3384 Teays Valley Rd, Hurricane, WV 25526.
Nitro’s office is located at 4300 1 st Ave., Nitro, WV 25143. West Virginia Pipeline’s office is located at 300 Pipeline Road, Princeton, WV 24739. Tribute’s office is located at 2125 County Rd 1, South Point, OH 45680. SQP leases its office space and is located at 281 Smiley Drive, St Albans, WV 25177.
Ryan Construction leases its office space and is located at 5793 W. Veterans Memorial Highway, Bridgeport, WV 26330. The Company’s management believes that its properties are adequate for the business it conducts. Please see “Liquidity and Capital Resources” for a description of the mortgages and leases on these properties. ​
TSP leases its office space and is located at 3384 Teays Valley Rd, Hurricane, WV 25526. Ryan Construction leases its office space and is located at 5793 W. Veterans Memorial Highway, Bridgeport, WV 26330. The Company’s management believes that its properties are adequate for the business it conducts.
Added
Please see “Liquidity and Capital Resources” for a description of the mortgages and leases on these properties. ​

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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The Company has expensed all $164,000 in payments made through September 30, 2022 and does not expect any future liabilities related to this claim. The Company did not make any payments during the twelve months ended September 30, 2023 or 2024.
The Company has expensed all $164,000 in payments made through September 30, 2022 and does not expect any future liabilities related to this claim. The Company did not make any payments during the twelve months ended September 30, 2024 or 2025.
Other than described above, at September 30, 2024, 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.
Other than described above, at September 30, 2025, the Company was not involved in any legal proceedings other than in the ordinary course of business. The Company is a party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business.
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.
ITEM 3. 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.
At September 30, 2024, 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. ​ 17 Table of Contents ITEM 4. Mine Safety Disclosures ​ None. PART II ​
At September 30, 2025, the Company does not believe that any of these proceedings, separately or in aggregate, would be expected to have a material adverse effect on our financial position, results of operations or cash flows. ​
Removed
ITEM 3. Legal Proceedings ​ As previously disclosed, in February 2018, the Company filed a lawsuit against a customer in the United States District Court for the Western District of Pennsylvania (the “District Court”). The lawsuit was related to a dispute over work performed on a pipeline construction project.
Removed
On November 21, 2022, the District Court issued a judgment in favor of the Company. On April 17, 2024, the United States Court of Appeals for the Third Circuit (the “Appeals Court”) affirmed the decision of the District Court. In May 2024, the Appeals Court denied petitions for a rehearing.
Removed
This upheld the award granted by the District Court in November 2022. The Company received an approximately $15.6 million payment related to the lawsuit. The Company recognized the payment in its consolidated financial statements for the third fiscal quarter ended June 30, 2024.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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As of September 30, 2024, there were 24 holders of record of our common stock. Certain shares of the Company’s common stock are held in “nominee” or “street” name and accordingly the number of beneficial owners of common stock is not included in the number of record holders.
As of September 30, 2025, there were 27 holders of record of our common stock. Certain shares of the Company’s common stock are held in “nominee” or “street” name and accordingly the number of beneficial owners of common stock is not included in the number of record holders.
The Company paid an annual cash dividend of $0.06 per share in fiscal 2024 and has initiated a quarterly cash dividend of $0.03 per share for fiscal 2025.
The Company paid an annual cash dividend of $0.06 per share in fiscal 2024 and initiated a quarterly cash dividend of $0.03 per share during fiscal year 2025 with the first payment being made on January 2, 2025.
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. The Company did not repurchase any shares of its common stock during the three months ended September 30, 2024. ​ ITEM 6. Reserved ​
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.
Added
On September 30, 2025, the Company issued $1.0 million of its common stock to each of the two owners of Rigney as part of the acquisition consideration pursuant to Rule 506(b) of the Securities Act of 1933. The Company did not repurchase any shares of its common stock during the three months ended September 30, 2025.
Added
At September 30, 2025, 786,707 shares remain available for repurchase under the stock repurchase program. ​ ITEM 6. Reserved ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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The increase was the result of increased work in the Electrical, Mechanical, and General and Gas & Water Distribution business lines, partially offset by a decrease in Gas & Petroleum Transmission work.
The increase was the result of increased work in the Electrical, Mechanical, and General and Gas & Water Distribution business lines, partially offset by a decrease in Gas & Petroleum Transmission work.
This four-year agreement requires $250,000 principal installment payments on or before the end of each twelve (12) full calendar month period beginning April 29, 2022. Interest payments due shall be calculated on the principal balance remaining and shall be at the stated rate of 3.5% per year.
This four-year agreement requires $250,000 principal installment payments on or before the end of each twelve (12) full calendar month period beginning April 29, 2022. Interest payments due will be calculated on the principal balance remaining and shall be at the stated rate of 3.5% per year.
The Company has made $750,000 in principal payments on this note as of September 30, 2024. On October 10, 2022, the Company entered into a $3.1 million promissory note agreement with United Bank. This five-year agreement financed the previous cash value of equipment purchased in the Ryan Construction acquisition.
The Company has made $750,000 in principal payments on this note as of September 30, 2025. On October 10, 2022, the Company entered into a $3.1 million promissory note agreement with United Bank. This five-year agreement financed the previous cash value of equipment purchased in the Ryan Construction acquisition.
Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment. The Company did not have a goodwill impairment at September 30, 2024.
Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment. The Company did not have a goodwill impairment at September 30, 2025.
The revenue increase was primarily related to increased mechanical and electrical maintenance services performed and an increase in new construction opportunities during the fiscal year ended September 30, 2024, as compared to the prior fiscal year. 19 Table of Contents Cost of Revenues .
The revenue increase was primarily related to increased mechanical and electrical maintenance services performed and an increase in new construction opportunities during the fiscal year ended September 30, 2025, as compared to the prior fiscal year. 19 Table of Contents Cost of Revenues .
At September 30, 2024, 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.
At September 30, 2025, the Company does not believe that any of these proceedings, separately or in aggregate, would be expected to have a material adverse effect on our financial position, results of operations or cash flows.
Other than described above, at September 30, 2024, 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.
Other than described above, at September 30, 2025, the Company was not involved in any legal proceedings other than in the ordinary course of business. The Company is a party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business.
This loan has monthly installment payments of $60,000 and has a fixed interest rate of 6.0%. The loan is collateralized by the Company’s equipment and receivables. As of September 30, 2024, the Company had made principal payments of $1.1 million. On June 1, 2023, the Company entered into a $9.3 million Non-Revolving Note agreement with United Bank.
This loan has monthly installment payments of $60,000 and has a fixed interest rate of 6.0%. The loan is collateralized by the Company’s equipment and receivables. As of September 30, 2025, the Company had made principal payments of $1.7 million. On June 1, 2023, the Company entered into a $9.3 million Non-Revolving Note agreement with United Bank.
The cost of revenues increase was primarily related to increased mechanical and electrical maintenance services performed and an increase in new construction opportunities during the fiscal year ended September 30, 2024, as compared to the prior fiscal year.
The cost of revenues increase was primarily related to increased mechanical and electrical maintenance services performed and an increase in new construction opportunities during the fiscal year ended September 30, 2025, as compared to the prior fiscal year.
As part of the $6.35 million acquisition price, the Company paid $3.5 million in cash in addition to the note. The unsecured five-year term note requires annual payments of at least 24 Table of Contents $500,000 with a fixed interest rate of 3.25% on the $3.0 million sellers’ note, which equates to 5.35% on the carrying value of the note.
As part of the $6.35 million acquisition price, the Company paid $3.5 million in cash in addition to the note. The unsecured five-year term note requires annual payments of at least $500,000 with a fixed interest rate of 3.25% on the $3.0 million sellers’ note, which equates to 5.35% on the carrying value of the note.
The gross loss increase was primarily due to decreased internal equipment charges to projects for the fiscal year ended September 30, 2024, as compared to the prior fiscal year. Selling and administrative expenses .
The gross loss increase was primarily due to decreased internal equipment charges to projects for the fiscal year ended September 30, 2025, as compared to the prior fiscal year. Selling and administrative expenses .
After six months, all borrowings against the Equipment Line of Credit 2023 converted to a fifty-four-month term note agreement with a fixed interest rate of 7.25%. The loan is collateralized by the equipment purchased under this agreement. As of September 30, 2024, the Company had borrowed $9.3 million against this line of credit and made $1.5 million in principal payments.
After six months, all borrowings against the Equipment Line of Credit 2023 converted to a fifty-four-month term note agreement with a fixed interest rate of 7.25%. The loan is collateralized by the equipment purchased under this agreement. As of September 30, 2025, the Company had borrowed $9.3 million against this line of credit and made $3.4 million in principal payments.
This loan has monthly installment payments of $64,853 and has a fixed interest rate of 4.25%. The loan is collateralized by the Company’s equipment and receivables. As of September 30, 2024, the Company had made principal payments of $2.4 million. On April 29, 2022, the Company entered into a $7.5 million Non-Revolving Note agreement with United Bank.
This loan has monthly installment payments of $64,853 and has a fixed interest rate of 4.25%. The loan is collateralized by the Company’s equipment and receivables. As of September 30, 2025, the Company had made principal payments of $3.1 million. On April 29, 2022, the Company entered into a $7.5 million Non-Revolving Note agreement with United Bank.
Interest payments due shall be calculated on the principal balance remaining and shall be at the stated rate of 3.5% per year. The Company has made $750,000 in principal payments on this note as of September 30, 2024.
Interest payments due will be calculated on the principal balance remaining and will be at the stated rate of 3.5% per year. The Company has made $750,000 in principal payments on this note as of September 30, 2025.
The effective income tax rate for the fiscal year ended September 30, 2024 was 25.1%, as compared to 28.7% for the prior fiscal year. Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income or loss, non-taxable and non-deductible expenses.
The effective income tax rate for the fiscal year ended September 30, 2025 was 56.1%, as compared to 25.1% for the prior fiscal year. Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income or loss, non-taxable and non-deductible expenses.
On April 29, 2022, the Company entered into a $1.0 million promissory note agreement with Corns Enterprises, a related party, as partial consideration for the purchase of Tri-State Paving. David E. Corns continued his role as President of the Company’s Tri-State Paving Subsidiary.
On April 29, 2022, the Company entered into a $1.0 million promissory note agreement with Corns Enterprises, a related party, as partial consideration for the purchase of Tri-State Paving. David E. Corns continued his role as President of the Company’s Tri-State Paving Subsidiary until his retirement in May 2025.
The Company has a right-of-use operating lease with Enterprise acquired on August 11, 2022, as part of the Ryan Environmental acquisition. This lease agreement was initially for thirty-one vehicles with a net present value of $1.2 million. The Company subsequently netted forty-three additional leased vehicles. The right-of-use operating lease had a carrying value of $2.2 million at September 30, 2024.
The Company has a right-of-use operating lease with Enterprise acquired on August 11, 2022, as part of the Ryan Environmental acquisition. This lease agreement was initially for thirty-one vehicles with a net present value of $1.2 million. The Company subsequently netted fifty-one additional leased vehicles. The right-of-use operating lease had a carrying value of $1.9 million at September 30, 2025.
Results of Operations for the Fiscal Year Ended September 30, 2024, Compared to the Fiscal Year Ended September 30, 2023. Revenue .
Results of Operations for the Fiscal Year Ended September 30, 2025, Compared to the Fiscal Year Ended September 30, 2024. Revenue .
This five-year agreement was used to finance the purchase of Tri-State Paving and has monthly payments of $129,910 with a fixed interest rate of 4.25%. As of September 30, 2024, the Company had made principal payments of $3.1 million.
This five-year agreement was used to finance the purchase of Tri-State Paving and has monthly payments of $129,910 with a fixed interest rate of 4.25%. As of September 30, 2025, the Company had made principal payments of $4.5 million.
After twelve months, all borrowings against the equipment line of credit will be converted to a forty-eight month term note agreement with a 25 Table of Contents fixed interest rate equal to the “U.S. Treasury Rate” plus 2.75% per annum. The loan is collateralized by the equipment purchased under this agreement.
After twelve months, all borrowings against the equipment line of credit were converted to a forty-eight month term note agreement with a fixed interest rate equal to the “U.S. Treasury Rate” plus 2.75% per annum. The loan is collateralized by the equipment purchased under this agreement.
The lease was renewed for a two-year period with a net present value of $140,000 and had a carrying value of $123,000 at September 30, 2024. The 8.5% interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception.
The lease was renewed for a two-year period with a net present value of $140,000 and had a carrying value of $50,000 at September 30, 2025. The 8.5% interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.
As of September 30, 2024, the Company had made principal payments of $437,000. The loan is collateralized by the building purchased under this agreement. The note is currently held by Peoples Bank, Inc.
As of September 30, 2025, the Company had made principal payments of $490,000. The loan is collateralized by the building purchased under this agreement. The note is currently held by Peoples Bank, Inc.
The Company has expensed all $164,000 in payments made through September 30, 2022 and 28 Table of Contents does not expect any future liabilities related to this claim. The Company did not make any payments during the twelve months ended September 30, 2023 or 2024.
The Company has expensed all $164,000 in payments made through September 30, 2022 and does not expect any future liabilities related to this claim. The Company did not make any payments during the twelve months ended September 30, 2025 or 2024.
Right-of-use assets acquired from operating leases totaled $2.5 million net of amortization expense at September 30, 2024, a decrease of $795,000 from the prior fiscal year-end balance of $3.3 million. The decrease was primarily related to $1.3 million in right-of-use asset payments and, partially offset by $510,000 in right-of-use asset additions during the fiscal year ended September 30, 2024.
Right-of-use assets acquired from operating leases totaled $2.1 million net of amortization expense at September 30, 2025, a decrease of $477,000 from the prior fiscal year-end balance of $2.5 million. The decrease was primarily related to $1.4 million in right-of-use asset payments and, partially offset by $866,000 in right-of-use asset additions during the fiscal year ended September 30, 2025.
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.
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.
Please see the tables below for customers that represent 10.0% or more of the Company’s revenue or accounts receivable, net of retention as of or for the fiscal years ended September 30, 2024, and 2023: ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended Twelve Months Ended Revenue ​ September 30, 2024 ​ September 30, 2023 ​ TransCanada Corporation 10.4 % 13.9 % NiSource and subsidiaries * ​ 17.5 % All other 89.6 % 68.6 % Total 100.0 % 100.0 % * Less than 10.0% and included in “All other” if applicable ​ ​ ​ ​ ​ ​ Accounts receivable, net of retention at September 30, 2024 at September 30, 2023 NiSource and subsidiaries * ​ 11.8 % All other 100.0 % 88.2 % Total 100.0 % 100.0 % * Less than 10.0% and included in “All other” if applicable Virtually all work performed for major customers was awarded under competitive bid fixed price or unit price arrangements.
Please see the tables below for customers that represent 10.0% or more of the Company’s revenue or accounts receivable, net of retention as of or for the fiscal years ended September 30, 2025, and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ ​ Twelve Months Ended Revenue ​ September 30, 2025 ​ September 30, 2024 ​ TransCanada Corporation * ​ 10.4 % All other 100.0 % 89.6 % Total 100.0 % 100.0 % * Less than 10.0% and included in “All other” if applicable ​ ​ ​ ​ ​ ​ Accounts receivable, net of retention ​ ​ ​ at September 30, 2025 ​ ​ ​ at September 30, 2024 TransCanada Corporation 13.9 % * ​ All other 86.1 % 100.0 % Total 86.1 % 100.0 % * Less than 10.0% and included in “All other” if applicable Virtually all work performed for major customers was awarded under competitive bid fixed price or unit price arrangements.
Gas & Petroleum Transmission gross profit totaled $11.6 million for the fiscal year ended September 30, 2024, a $1.1 million decrease from $12.7 million for the fiscal year ended September 30, 2023.
Gas & Petroleum Transmission gross profit totaled $4.5 million for the fiscal year ended September 30, 2025, a $7.1 million decrease from $11.6 million for the fiscal year ended September 30, 2024.
Please see the allowance for doubtful accounts table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 September 30, 2023 ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 51,063 ​ $ 70,310 Charged to expense ​ 687,463 ​ — Deductions for uncollectible receivables written off, net of recoveries ​ — ​ (19,247) Balance at end of period ​ $ 738,526 ​ $ 51,063 ​ 31 Table of Contents 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.
At September 30, 2025, management review deemed that the allowance for doubtful accounts was adequate. 31 Table of Contents Please see the allowance for doubtful accounts table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2025 ​ ​ ​ September 30, 2024 Balance at beginning of period ​ $ 738,526 ​ $ 51,063 Charged to expense ​ 423,750 ​ 687,463 Deductions for uncollectible receivables written off, net of recoveries ​ (640,660) ​ — Balance at end of period ​ $ 521,616 ​ $ 738,526 ​ Impairment of goodwill and intangible assets The Company follows the guidance of Accounting Standards Codification (“ASC”) 350-20-35-3 “Intangibles-Goodwill and Other (Topic 350)” which requires a company to record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value.
The effective income tax rate for the fiscal year ended September 30, 2024 was 25.1%, as compared to an effective income tax rate of 28.7% for the fiscal year ended September 30, 2023.
The effective income tax rate for the fiscal year ended September 30, 2025 was 56.1%, as compared to an effective income tax rate of 25.1% for the fiscal year ended September 30, 2024.
Unallocated shop expenses totaled $1.6 million for the fiscal year ended September 30, 2024, a $444,000 increase from $1.2 million for the fiscal year ended September 30, 2023. The increase in unallocated shop expenses was primarily due to decreased internal equipment charges to projects for the fiscal year ended September 30, 2024, as compared to the prior fiscal year.
Unallocated shop expenses totaled $4.6 million for the fiscal year ended September 30, 2025, a $3.0 million increase from $1.6 million for the fiscal year ended September 30, 2024. The increase in unallocated shop expenses was primarily due to decreased internal equipment charges to projects for the fiscal year ended September 30, 2025, as compared to the prior fiscal year.
Leases The Company leases office space for SQP for $1,500 per month. The lease, which was originally signed on March 25, 2021, is for a period of two years with five one-year renewals available immediately following the end of the base term. The Company has only committed to one-year renewals and is evaluating whether to renew for additional periods.
Leases The Company leases office space for SQP for $1,500 per month. The lease, which was originally signed on March 25, 2021, is for a period of two years with five one-year renewals available immediately following the end of the base term.
Gas & Water Distribution cost of revenues totaled $63.3 million for the fiscal year ended September 30, 2024, a $14.4 million increase from $48.9 million for the fiscal year ended September 30, 2023. The cost of revenues increase was primarily related to the Company’s continued focus on increasing water project opportunities.
Gas & Water Distribution cost of revenues totaled $131.3 million for the fiscal year ended September 30, 2025, a $68.0 million increase from $63.3 million for the fiscal year ended September 30, 2024. The cost of revenues increase was primarily related to the Company’s continued focus on increasing water project opportunities.
Total selling and administrative expenses increased by $6.3 million to $30.1 million for the fiscal year ended September 30, 2024, from $23.8 million for the fiscal year ended September 30, 2023. The increase was primarily related to increased business opportunities and management hirings needed to secure and manage projects. Income from operations .
Total selling and administrative expenses increased by $4.4 million to $34.6 million for the fiscal year ended September 30, 2025, from $30.1 million for the fiscal year ended September 30, 2024. The increase was primarily related to increased business opportunities and management hirings needed to secure and manage projects.
As of September 30, 2024, the Company had repaid this loan in full. On April 2, 2021, the Company entered into a $3.5 million Non-Revolving Note agreement with United Bank. This five-year agreement repaid the outstanding $3.5 million line of credit that was used for the down payment on the West Virginia Pipeline acquisition.
As of September 30, 2025, the Company had made annual installment payments of $2.5 million. On April 2, 2021, the Company entered into a $3.5 million Non-Revolving Note agreement with United Bank. This five-year agreement repaid the outstanding $3.5 million line of credit that was used for the down payment on the West Virginia Pipeline 25 Table of Contents acquisition.
Concentration of Credit Risk In the ordinary course of business, the Company grants credit under normal payment terms, generally without collateral, to our customers, which include natural gas and oil companies, general contractors, and various commercial and industrial customers located within the United States.
At September 30, 2025, the Company had $84.3 million in performance bonds outstanding. Concentration of Credit Risk In the ordinary course of business, the Company grants credit under normal payment terms, generally without collateral, to our customers, which include natural gas and oil companies, general contractors, and various commercial and industrial customers located within the United States.
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 most significant of these include: ● the completeness and accuracy of the original bid; ● costs associated with scope changes; ● changes in costs of labor and/or materials; ● extended overhead and other costs due to owner, weather and other delays; ● subcontractor performance issues; ● changes in productivity expectations; ● site conditions that differ from those assumed in the original bid; ● changes from original design on design-build projects; ● the availability and skill level of workers in the geographic location of the project; ● a change in the availability and proximity of equipment and materials; ● our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and ● the customer’s ability to properly administer the contract. 30 Table of Contents The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period.
Prepaid expenses and other totaled $4.1 million at September 30, 2024, an increase of $568,000 from the prior fiscal year-end balance of $3.5 million. The increase was primarily due to the increase of various prepaid insurance accounts at the fiscal year ended September 30, 2024, as compared to the prior fiscal year end.
Prepaid expenses and other totaled $5.0 million at September 30, 2025, an increase of $937,000 from the prior fiscal year-end balance of $4.1 million. The increase was primarily due to federal and state incomes taxes receivable and the increase of various prepaid insurance accounts at the fiscal year ended September 30, 2025, as compared to the prior fiscal year end.
The Company’s depreciation expense for the twelve months ended September 30, 2024 and 2023 was $8.5 million and $7.3 million, respectively. In general, depreciation is included in “cost of revenues” on the Company’s consolidated statements of income. The Company’s amortization expense for the twelve months ended September 30, 2024 and 2023 were $438,623 and $490,591, respectively.
The Company’s depreciation expense for the twelve months ended September 30, 2025 and 2024 was $12.0 million and $8.5 million, respectively. In general, depreciation is included in “cost of revenues” on the Company’s consolidated statements of income. The Company’s amortization expense for the twelve months ended September 30, 2025 and 2024 were $1,064,493 and $438,623, respectively.
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.
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.
The aggregate balance of accounts receivable, retainages receivable, allowance for doubtful accounts and other receivables totaled $68.8 million at September 30, 2024, an increase of $9.5 million from the combined prior fiscal year-end balance of $59.3 million.
The aggregate balance of accounts receivable, retainages receivable, allowance for doubtful accounts and other receivables totaled $93.2 million at September 30, 2025, an increase of $24.4 million from the combined prior fiscal year-end balance of $68.8 million.
Significant changes in cost estimates, particularly in our larger, more complex projects could have a significant effect on our profitability. 30 Table of Contents 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.
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.
Gross loss attributed to unallocated shop operations totaled $1.6 million for the fiscal year ended September 30, 2024, a $444,000 increase from $1.2 million for the fiscal year ended September 30, 2023.
Gross loss attributed to unallocated shop operations totaled $4.6 million for the fiscal year ended September 30, 2025, a $3.0 million increase from $1.6 million for the fiscal year ended September 30, 2024.
The income tax expense for the fiscal year ended September 30, 2024 was $8.4 million as compared to $3.0 million for the fiscal year ended September 30, 2023. The increase was due to an increase in taxable income for the fiscal year ended September 30, 2024, as compared to the fiscal year ended September 30, 2023.
The income tax expense for the fiscal year ended September 30, 2025 was $485,000 as compared to $8.4 million for the fiscal year ended September 30, 2024. The decrease in income tax expense was due to an decrease in taxable income for the fiscal year ended September 30, 2025, as compared to the fiscal year ended September 30, 2024.
Electrical, Mechanical, & General services and construction cost of revenues totaled $167.6 million for the fiscal year ended September 30, 2024, a $29.8 million increase from $137.8 million for the fiscal year ended September 30, 2023.
Electrical, Mechanical, & General services and construction cost of revenues totaled $176.3 million for the fiscal year ended September 30, 2025, an $8.7 million increase from $167.6 million for the fiscal year ended September 30, 2024.
If the Company fails to perform under a contract or to pay subcontractors and vendors, the customer may demand that the insurer make payments or provide services under the bond.
If the Company fails to perform under a contract or to pay subcontractors and vendors, the customer may demand that the insurer make payments or provide services under the bond. The Company must reimburse the insurer for any expenses or outlays it is required to make.
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.
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.
Gas & Water Distribution revenues totaled $82.4 million for the fiscal year ended September 30, 2024, an $18.9 million increase from $63.5 million for the fiscal year ended September 30, 2023. The revenue increase was primarily related to the Company’s continued focus on increasing water project opportunities.
Gas & Water Distribution revenues totaled $149.6 million for the fiscal year ended September 30, 2025, a $67.1 million increase from $82.4 million for the fiscal year ended September 30, 2024. The revenue increase was primarily related to the Company’s continued focus on increasing water project opportunities.
Significant inflation or supply chain issues could cause customers to delay or cancel planned projects; however, inflation did not have a significant effect on our results for the twelve months ended September 30, 2024, and 2023.
Where allowed by contract, the Company will address fuel cost increases with customers. Significant inflation or supply chain issues could cause customers to delay or cancel planned projects; however, inflation did not have a significant effect on our results for the twelve months ended September 30, 2025, and 2024.
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”).
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”).
Electrical, Mechanical, & General services and construction revenues totaled $188.4 million for the fiscal year ended September 30, 2024, a $40.0 million increase from $148.4 million for the fiscal year ended September 30, 2023.
Electrical, Mechanical, & General services and construction revenues totaled $196.8 million for the fiscal year ended September 30, 2025, an $8.4 million increase from $188.4 million for the fiscal year ended September 30, 2024.
Gas & Petroleum Transmission cost of revenues totaled $69.5 million for the fiscal year ended September 30, 2024, a $10.0 million decrease from $79.5 million for the fiscal year ended September 30, 2023.
Gas & Petroleum Transmission cost of revenues totaled $60.1 million for the fiscal year ended September 30, 2025, a $9.3 million decrease from $69.5 million for the fiscal year ended September 30, 2024.
In general, amortization is included in “cost of revenues” on the Company’s consolidated statements of income. 32 Table of Contents 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.
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.
On August 8, 2024, the Company renewed its $30.0 million line of credit with a maturity date of June 28, 2026. The interest rate on the line of credit is the “ Wall Street Journal ” Prime Rate (the index) with a floor of 4.99%.
Liquidity and Capital Resources Operating Line of Credit In July 2025, the Company renewed its $30.0 million line of credit with a maturity date of June 28, 2027. The interest rate on the line of credit is the “ Wall Street Journal ” Prime Rate (the index) with a floor of 4.99%.
The income tax expense for the fiscal year ended September 30, 2024 was $8.4 million as compared to $3.0 million for the fiscal year ended September 30, 2023. The increase was due to an increase in taxable income in the fiscal year ended September 30, 2024, as compared to the prior fiscal year.
The income tax expense for the fiscal year ended September 30, 2025 was $485,000 as compared to $8.4 million for the fiscal year ended September 30, 2024. The decrease in income tax expense was due to a decrease in taxable income in the fiscal year ended September 30, 2025, as compared to the prior fiscal year.
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 part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. As of September 30, 2025, there have been no further requests or communications from the SBA relating to the PPP Loans.
Income before income taxes was $33.5 million for the fiscal year ended September 30, 2024, compared to $10.4 million for the fiscal year ended September 30, 2023. The increase was due to the items mentioned above.
Income before income taxes was $865,000 for the fiscal year ended September 30, 2025, compared to $33.5 million for the fiscal year ended September 30, 2024. The decrease was due to the items described above.
Net property, plant and equipment totaled $38.1 million at September 30, 2024, an increase of $1.6 million from the prior fiscal year-end balance of $36.5 million. Property, plant and equipment acquisitions totaled $10.9 million for the fiscal year 2024 while depreciation expense was $8.5 million, and the net impact of disposals was $797,000.
Property, plant and equipment acquisitions totaled $28.4 million for the fiscal year 2025 while depreciation expense was $12.0 million, and the net impact of disposals was $1.1 million. Contract assets totaled $34.5 million at September 30, 2025, an increase of $9.9 million from the prior fiscal year-end balance of $24.6 million.
CJ Hughes is not obliged to rent any equipment and does so only when CJ Hughes does not have equipment available of its own and would otherwise need to rent such equipment as the demand increases throughout the construction season. In the fiscal years 2023 and 2024, the rental amounts for these specific years were $387,000, and $318,000, respectively.
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.
Materially incorrect estimates of bad debt reserves could result in an unexpected loss in profitability for the Company. Additionally, frequently changing reserves could be an indication of risky or unreliable customers. At September 30, 2024, management review deemed that the allowance for doubtful accounts was adequate.
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.
Income from operations was $19.8 million for the fiscal year ended September 30, 2024, a $6.8 million increase from $13.0 million for the fiscal year ended September 30, 2023. The increase was due to the items described above. Other nonoperating expense.
Income from operations was $4.2 million for the fiscal year ended September 30, 2025, a $15.6 million decrease from $30.1 million for the fiscal year ended September 30, 2024. The decrease was due to the items described above. Other nonoperating expense.
The Company received $15.6 million from a lawsuit judgement against a former customer for work performed in a prior period. Please see Legal Proceedings on page 15 for more information. Gain on sale of equipment.
In the fiscal year ended September 30, 2024, the Company received $15.6 million from a lawsuit judgement against a former customer for work performed in a prior period. Gain on sale of equipment.
The decrease was primarily related to a net $7.9 million investment in property and equipment and a net $14.2 million used in financing activities, partially offset by a net $18.6 million provided by operating activities.
The decrease was primarily related to a net $29.4 million investment in Company acquisitions and investment in property and equipment, partially offset by a net $24.6 million provided by financing activities and a net $4.1 million provided by operating activities.
This lease, for the Winchester, Kentucky facility, had a net present value of $290,000 at inception and a carrying value of $161,000 at September 30, 2024. The 7.5% interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.
The first operating lease, for the Hurricane, West Virginia facility, had a net present value of $236,000 at inception, and a carrying value of $0 at September 30, 2025. The 4.5% interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.
Goodwill and acquired intangible assets totaled $7.2 million at September 30, 2024, a $318,000 decrease from the prior fiscal year end balance of $7.5 million and was the result of intangible asset amortization expense of $438,000 for the fiscal year ended September 30, 2024, partially offset by $121,000 related to the acquisition of Heritage Painting.
Goodwill and acquired intangible assets totaled $14.8 million at September 30, 2025, a $7.6 million increase from the prior fiscal year end balance of $7.2 million and was the result of an $8.5 million increase related to the acquisitions of Tribute and Rigney, partially offset by intangible asset amortization expense of $1.1 million for the fiscal year ended September 30, 2025.
Performance Bonds Some customers, particularly new ones or governmental agencies require the Company to post bid bonds, performance bonds and payment bonds (collectively, performance bonds). These performance bonds are obtained through insurance carriers and guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors.
These performance bonds are obtained through insurance carriers and guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors.
Gas & Petroleum Transmission revenues totaled $81.1 million for the fiscal year ended September 30, 2024, an $11.0 million decrease from $92.1 million for the fiscal year ended September 30, 2023.
Gas & Petroleum Transmission revenues totaled $64.6 million for the fiscal year ended September 30, 2025, a $16.5 million decrease from $81.1 million for the fiscal year ended September 30, 2024.
All revenue and related expense transactions, as well as the related accounts payable and accounts receivable have been eliminated in consolidation. 29 Table of Contents Inflation Most significant project materials, such as pipe or electrical wire, are provided by the Company’s customers.
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.
The line of credit is limited to a borrowing base calculation as summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 September 30, 2023 Eligible borrowing base ​ $ 25,089,446 ​ $ 23,942,868 ​ ​ ​ ​ ​ ​ ​ ​ Borrowed on line of credit 4,500,000 8,712,915 ​ ​ ​ ​ ​ ​ ​ ​ ​ Line of credit balance available $ 20,589,446 $ 15,229,953 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate ​ 8.0 % 8.5 % ​ The Company’s $4.5 million line of credit borrowing is recorded as a long-term debt as of September 30, 2024, as compared to an $8.7 million short-term borrowing at September 30, 2023.
The line of credit is limited to a borrowing base calculation as summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2025 ​ ​ ​ September 30, 2024 Eligible borrowing base ​ $ 27,657,997 ​ $ 25,089,446 ​ ​ ​ ​ ​ ​ ​ ​ Borrowed on line of credit 24,750,000 4,500,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ Line of credit balance available $ 2,907,997 $ 20,589,446 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate ​ 7.25 % 8.5 % ​ The Company’s $24.8 million and $4.5 million line of credit borrowings are recorded as a long-term debt as of September 30, 2025 and 2024, respectively.
The decrease was primarily related to $1.3 million in operating lease payments, partially offset by $510,000 in additions during the fiscal year ended September 30, 2024. Accrued expenses and other current liabilities totaled $13.9 million at September 30, 2024, an increase of $752,000 from the prior fiscal year-end balance of $13.1 million.
Current and long-term operating lease liabilities totaled $2.0 million at September 30, 2025, a decrease of $489,000 from the prior fiscal year end balance of $2.5 million. The decrease was primarily related to $1.4 million in operating lease payments, partially offset by $866,000 in additions during the fiscal year ended September 30, 2025.
The following table presents our costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings at September 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 ​ September 30, 2023 Costs incurred on contracts in progress $ 347,180,901 $ 287,347,650 Estimated earnings, net of estimated losses ​ 59,349,378 ​ 38,976,895 ​ ​ 406,530,279 ​ 326,324,545 Less billings to date ​ 398,885,475 ​ 328,112,326 ​ ​ $ 7,644,804 ​ $ (1,787,781) ​ ​ ​ ​ ​ ​ ​ Costs and estimated earnings in excess of billed on ​ ​ ​ ​ uncompleted contracts ​ $ 24,595,792 ​ $ 15,955,220 Less billings in excess of costs and estimated earnings on ​ ​ ​ ​ ​ ​ uncompleted contracts ​ 16,950,988 ​ 17,743,001 ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 7,644,804 ​ $ (1,787,781) ​ Allowance for doubtful accounts The Company provides an allowance for doubtful accounts when collection of an account is considered doubtful.
The following table presents our costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings at September 30, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2025 ​ September 30, 2024 Costs incurred on contracts in progress ​ ​ ​ $ 471,208,654 ​ ​ ​ $ 347,180,901 Estimated earnings, net of estimated losses ​ 71,159,322 ​ 59,349,378 ​ ​ 542,367,976 ​ 406,530,279 Less billings to date ​ 536,231,730 ​ 398,885,475 ​ ​ $ 6,136,246 ​ $ 7,644,804 ​ ​ ​ ​ ​ ​ ​ Costs and estimated earnings in excess of billed on ​ ​ ​ ​ uncompleted contracts ​ $ 34,455,011 ​ $ 24,595,792 Less billings in excess of costs and estimated earnings on ​ ​ ​ ​ ​ ​ uncompleted contracts ​ 28,318,765 ​ 16,950,988 ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 6,136,246 ​ $ 7,644,804 ​ Allowance for doubtful accounts The Company provides an allowance for doubtful accounts when collection of an account is considered doubtful.
The aggregate balance of current maturities of long-term debt and long-term debt totaled $23.6 million at September 30, 2024, a decrease of $1.4 million from the prior fiscal year-end balance of $25.0 million.
Liabilities totaled $156.0 million at September 30, 2025, an increase of $56.4 million from the prior fiscal year-end balance of $99.6 million. The aggregate balance of current maturities of long-term debt and long-term debt totaled $61.8 million at September 30, 2025, an increase of $38.2 million from the prior fiscal year-end balance of $23.6 million.
The maturities of the Company’s operating lease liabilities are as follows: ​ ​ ​ ​ ​ 2025 $ 1,110,028 2026 ​ 1,004,022 2027 ​ 804,467 2028 ​ 129,749 ​ ​ 3,048,266 Less amounts representing interest ​ (515,339) Present value of operating lease liabilities ​ $ 2,532,927 ​ Off-Balance Sheet Transactions Due to the nature of our industry, we often enter into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected on our balance sheets.
The maturities of the Company’s operating lease liabilities at September 30, 2025 are as follows: ​ ​ ​ ​ ​ 2026 ​ ​ ​ $ 1,291,116 2027 ​ 799,632 2028 ​ 308,279 2029 ​ 101,426 ​ ​ 2,500,453 Less amounts representing interest ​ (456,811) Present value of operating lease liabilities ​ $ 2,043,642 ​ Off-Balance Sheet Transactions Due to the nature of our industry, we often enter into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected on our balance sheets.
The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question.
The covenant shall be tested quarterly, at the end of each fiscal quarter, with EBITDA based on the preceding four quarters. 24 Table of Contents The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question.
The outstanding balance on the operating line of credit at September 30, 2024 was $4.5 million with an interest rate of 8.0%. On August 8, 2024, the Company entered into a $5.0 million Non-Revolving Note agreement with United Bank.
On August 8, 2024, the Company entered into a $5.0 million Non-Revolving Note agreement with United Bank.
Contract assets totaled $24.6 million at September 30, 2024, an increase of $8.6 million from the prior fiscal year-end balance of $16.0 million. This increase was primarily due to the timing of project billings and related costs and estimated earnings in excess of billings at September 30, 2024, as compared to at September 30, 2023.
This increase was primarily due to the timing of project billings and related costs and estimated earnings in excess of billings at September 30, 2025, as compared to at September 30, 2024.
Other than mentioned above, there were no new material related party transactions entered into during the fiscal year ended September 30, 2024.
In the fiscal years 2024 and 2025, the rental amounts for these specific years were $339,000, and $318,000, respectively. 29 Table of Contents Other than mentioned above, there were no new material related party transactions entered into during the fiscal year ended September 30, 2025.
The increase was primarily due to the timing of receivables, retainages, and receipts at the fiscal year ended September 30, 2024 as compared to the prior fiscal year end. 21 Table of Contents Cash and cash equivalents totaled $12.9 million at September 30, 2024, a decrease of $3.5 million from the prior fiscal year-end balance of $16.4 million.
The increase was primarily due to the timing of receivables, retainages, and receipts at the fiscal year ended September 30, 2025 as compared to the prior fiscal year end. Net property, plant and equipment totaled $53.5 million at September 30, 2025, an increase of $15.3 million from the prior fiscal year-end balance of $38.1 million.
The increase was primarily due to increased labor and burden expenses incurred towards the end of the fiscal year 2024, as compared to fiscal 2023. Current maturities of lines of credit and short-term borrowings totaled $10.3 million at September 30, 2024, a decrease of $9.6 million from the prior fiscal year-end balance of $19.8 million.
The decrease was primarily due to increased labor and burden expenses incurred towards the end of the fiscal year 2025, as compared to fiscal 2024. 23 Table of Contents Net deferred income tax payable totaled $6.8 million at September 30, 2025, an increase of $263,000 from the prior fiscal year-end balance of $6.5 million.
The total net present value at inception was $236,000 with a carrying value of $46,000 at September 30, 2024. SQP made an equity investment of $156,000 in 1030 Quarrier Development, LLC (“Development”) in August 2022. Development is a variable interest entity (“VIE”) that is 75% owned by 1030 Quarrier Ventures, LLC (“Ventures”) and 25% owned by SQP.
SQP 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.
The decrease was primarily related to the addition of $533,000 in state net operating loss valuation allowances at the fiscal year ended September 30, 2024. Accounts payable totaled $23.7 million as of September 30, 2024, an increase of $1.7 million from the prior fiscal year-end balance of $22.0 million.
Accounts payable totaled $30.7 million as of September 30, 2025, an increase of $7.1 million from the prior fiscal year-end balance of $23.7 million. The increase was due to more work in progress at the end of the fiscal year ended September 30, 2025, as compared to the prior fiscal year-end.

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