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

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

Understanding Gross Margins

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

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

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

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

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

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

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

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

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

Selling and Administrative Expenses

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

Results of Operations for the Fiscal Year Ended September 30, 2024, Compared to the Fiscal Year Ended September 30, 2023.

Revenue. A table comparing the components of the Company’s revenues for the fiscal years ended September 30, 2024, and 2023 is below:

Twelve Months Ended

Revenue increased by $47.8 million, or 15.7%, to $351.9 million for the fiscal year ended September 30, 2024, from $304.1 million for the fiscal year ended September 30, 2023. The increase was the result of increased work in the Electrical, Mechanical, and General and Gas & Water Distribution business lines, partially offset by a decrease in Gas & Petroleum Transmission work.

Gas & Water Distribution revenues totaled $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 & 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. The revenue decrease was primarily related to a significant natural gas project that was substantially completed during the fiscal year ended September 30, 2023 that was not fully replaced in the fiscal year ended September 30, 2024.

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. 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.

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Cost of Revenues. A table comparing the components of the Company’s costs of revenues for fiscal years ended September 30, 2024 and 2023, is below:

Twelve Months Ended

September 30, 2024 % of total September 30, 2023 % of total Change % Change

Total cost of revenues increased by $34.6 million, or 13.0%, to $301.9 million for the fiscal year ended September 30, 2024, from $267.3 million for the fiscal year ended September 30, 2023. The increase was the result of increased work in the Electrical, Mechanical, and General and Gas & Water Distribution business lines, partially offset by a decrease in Gas & Petroleum Transmission work.

Gas & Water Distribution cost of revenues totaled $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 & 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. The cost of revenues decrease was primarily related to a significant natural gas project that was substantially completed during the fiscal year ended September 30, 2023 that was not fully replaced in 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. 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.

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.

Gross Profit. A table comparing the components of the Company’s gross profit for fiscal years ended September 30, 2024, and 2023, is below:

Twelve Months Ended

Total gross profit increased by $13.1 million or 35.7% to $50.0 million for the fiscal year ended September 30, 2024, from $36.8 million for the fiscal year ended September 30, 2023.

Gas & Water Distribution gross profit totaled $19.2 million for the fiscal year ended September 30, 2024, a $4.5 million increase from $14.6 million for the fiscal year ended September 30, 2023. The gross profit increase was primarily related to the Company’s continued focus on increasing water project opportunities.

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. The gross profit decrease was primarily related to less transmission work performed in the fiscal year ended September 30, 2024 as compared to the prior fiscal year.

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Electrical, Mechanical, & General services and construction gross profit totaled $20.8 million for the fiscal year ended September 30, 2024, a $10.1 million increase from $10.7 million for the fiscal year ended September 30, 2023. The gross profit increase was primarily related to a large new construction electrical project that resulted in higher than expected profits and increased profits in general contractor opportunities during the fiscal year ended September 30, 2024, as compared to the prior fiscal year.

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. 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. 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. 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. Other nonoperating expense decreased by $266,000 or (92.5%) to $22,000 for the fiscal year ended September 30, 2024, from $288,000 for the fiscal year ended September 30, 2023. The decrease was primarily due to the receipt of a settlement from a former third-party administrator of the Company’s 401(k) retirement plan.

Income from lawsuit judgement. 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. The net gain on the sale of equipment increased by $227,000 or 657.3% to $261,000 for the fiscal year ended September 30, 2024, from $34,000 for the fiscal year ended September 30, 2023. This increase was primarily due to the Company sending more obsolete and underused equipment to auction during the fiscal year ended September 30, 2024.

Interest Expense. Interest expense decreased by $218,000 or (9.1%) to $2.2 million for the fiscal year ended September 30, 2024, from $2.4 million for the fiscal year ended September 30, 2023. This decrease was primarily due to lower line of credit borrowings during the fiscal year ended September 30, 2024.

Net Income. 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.

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 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.

Net income for the fiscal year ended September 30, 2024 was $25.1 million compared to $7.4 million for the fiscal year ended September 30, 2023. The increase was due to the items mentioned above.

Comparison of Financial Condition at September 30, 2024 Compared to September 30, 2023.

The Company had total assets of $158.2 million at September 30, 2024, an increase of $15.7 million from the prior fiscal year-end balance of $142.5 million.

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 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.

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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 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.

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.

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.

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.

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.

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.

Liabilities totaled $99.6 million at September 30, 2024, decrease of $8.3 million from the prior fiscal year-end balance of $107.9 million.

Contract liabilities totaled $17.0 million at September 30, 2024, a decrease of $792,000 from the prior fiscal year-end balance of $17.7 million. This decrease was due to increased billings in excess of costs and earnings when computing earned revenue on construction projects at September 30, 2024, as compared to at September 30, 2023.

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. The decrease was primarily due to $8.0 million in long-term debt repayments, partially offset by $2.0 million in long-term debt additions and $4.5 million in line of credit borrowings due by June 28, 2026.

Net deferred income tax payable totaled $6.5 million at September 30, 2024, a decrease of $380,000 from the prior fiscal year-end balance of $6.9 million. 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. The increase was due to more work in progress at the end of the fiscal year ended September 30, 2024, as compared to the prior fiscal year-end.

Current and long-term operating lease liabilities totaled $2.5 million at September 30, 2024, a decrease of $818,000 from the prior fiscal year end balance of $3.4 million. 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. 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. This decrease was primarily due to $4.2 million in line of credit

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repayments, the reclass of $4.5 million in line of credit borrowings to long-term debt, and the payment of $950,000 in short-term insurance premium financing, partially offset by $100,000 in accrued interest on PPP loan debt.

Income taxes payable totaled $2.2 million at September 30, 2024, as compared to a prior fiscal year-end balance of $0 due to having net operating loss carry forwards at September 30, 2023.

Shareholders’ equity totaled $58.7 million at September 30, 2024, an increase of $24.1 million from the prior fiscal year-end balance of $34.6 million. This increase was primarily due to $25.1 million in net income, partially offset by $994,000 in special cash dividend payments.

Liquidity and Capital Resources

Operating Line of Credit

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

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 modified financial covenants for the quarter ended June 30, 2023, and all subsequent quarters, are below:

● Minimum tangible net worth of $28.0 million,

● Minimum current ratio of 1.20x,

● Maximum debt to tangible net worth ratio (“TNW”) of 2.75x,

The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question. Thus, the Company was in compliance with all covenants at September 30, 2024.

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Insurance Premiums Financed

The Company had previously financed insurance policy premiums on a short-term basis through a financing company prior to beginning to make quarterly installment payments for calendar year 2024. These insurance policies include workers’ compensation, general liability, automobile, umbrella, and equipment policies. At September 30, 2024 and September 30, 2023, the remaining balance of the insurance premiums was $0 and $950,000, respectively.

Paycheck Protection Program Loans

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

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

During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender.

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

Long-Term Debt

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

On November 13, 2015, the Company entered into a 10-year $1.1 million loan agreement with United Bank to purchase the fabrication shop and property Nitro had previously been leasing. As of September 30, 2024, the Company had repaid this loan in full.

On December 31, 2020, West Virginia Pipeline Acquisition Company, later renamed West Virginia Pipeline, Inc., entered into a $3.0 million sellers’ note agreement with David and Daniel Bolton for the remaining purchase price of West Virginia Pipeline, Inc. For the purchase price allocation, the $3.0 million note had a fair value of $2.85 million. As part of the $6.35 million acquisition price, the Company paid $3.5 million in cash in addition to the note. The unsecured five-year term note requires annual payments of at least

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$500,000 with a fixed interest rate of 3.25% on the $3.0 million sellers’ note, which equates to 5.35% on the carrying value of the note. As of September 30, 2024, the Company had made annual installment payments of $2,000,000.

On January 4, 2021, the Company entered into a $3.0 million Non-Revolving Note agreement with United Bank. This five-year agreement gave the Company access to a $3.0 million line of credit for the purchase of equipment. 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. 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 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.

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. 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. 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. 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 five-year agreement gave the Company access to a $9.3 million line of credit (“Equipment Line of Credit 2023”), specifically for the purchase of equipment, for a period of six months with a fixed interest rate of 7.25%. After six months, all borrowings against the Equipment Line of Credit 2023 converted to a fifty-four-month term note agreement with a fixed interest rate of 7.25%. The loan is collateralized by the equipment purchased under this agreement. As of September 30, 2024, the Company had borrowed $9.3 million against this line of credit and made $1.5 million in principal payments.

On August 8, 2024, the Company renewed its $30.0 million line of credit with a maturity date of June 28, 2026. The interest rate on the line of credit is the “Wall Street Journal” Prime Rate (the index) with a floor of 4.99%. The 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. This five-year agreement gave the Company access to a $5.0 million equipment line of credit, specifically for the purchase of equipment, for a period of twelve months with a variable interest rate based on the “Wall Street Journal” Prime Rate (the index) and initially at 8.5%. After twelve months, all borrowings against the equipment line of credit will be converted to a forty-eight month term note agreement with a

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fixed interest rate equal to the “U.S. Treasury Rate” plus 2.75% per annum. The loan is collateralized by the equipment purchased under this agreement. As of September 30, 2024, the Company had not borrowed against this line of credit.

At September 30, 2024, future expected payments due on short-term and long-term debt are as follows:

As of September 30, 2024, the Company had $12.9 million in cash and $36.2 million in working capital (defined as current assets less current liabilities).

Leases

The Company leases office space for SQP for $1,500 per month. The lease, which was originally signed on March 25, 2021, is for a period of two years with five one-year renewals available immediately following the end of the base term. The Company has only committed to one-year renewals and is evaluating whether to renew for additional periods.

The Company had two lease agreements for construction equipment with a combined amount of $160,000 that were paid in full as of September 30, 2024. The leases had a term of twenty-two months with a stated interest rate of 0%, combined monthly installment payments of $6,645 and were cancellable at any time without penalty. The Company exercised the right to purchase the equipment at the expiration of the leases by applying the two-month deposit paid. The related assets and finance lease obligations associated with these lease agreements had been included in the consolidated balance sheets within property, plant and equipment and long-term debt.

The Company has two right-of-use operating leases acquired on April 29, 2022, as part of the Tri-State Paving, LLC transaction. The first operating lease, for the Hurricane, West Virginia facility, had a net present value of $236,000 at inception, and a carrying value of $46,000 at September 30, 2024. The 4.5% interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception.

The second operating lease, for the Chattanooga, Tennessee facility, had a net present value of $144,000 at inception, and expired on August 31, 2024. The lease was renewed for a two-year period with a net present value of $140,000 and had a carrying value of $123,000 at September 30, 2024. The 8.5% interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception.

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. Each vehicle leased under the master lease program has its own implicit rate.

The Company had a right-of-use operating lease with RICA Developers, LLC acquired on August 12, 2022, as part of the Ryan Environmental acquisition. This lease, for the Bridgeport, West Virginia facility, had a net present value of $140,000 at inception and no carrying value at September 30, 2023. The 4.5% interest rate on the operating lease was based on the Company’s incremental borrowing rate at inception. The Company has signed a one-year renewal agreement effective October 1, 2023 through September 30, 2024. The lease had a net present value of $125,000 at inception and no carrying value at September 30, 2024. The 8.5% interest rate on the operating lease was based on the Company’s incremental borrowing rate at inception. As of September 30, 2024, the Company has only committed to a one-year renewal and is evaluating whether to renew for additional periods.

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The Company has a right-of-use operating lease acquired on March 28, 2023. This lease, for the Winchester, Kentucky facility, had a net present value of $290,000 at inception and a carrying value of $161,000 at September 30, 2024. The 7.5% interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

The maturities of the Company’s operating lease liabilities are as follows:

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. Though for the most part not material in nature, some of these are:

Rental Agreements

The Company rents equipment for use on construction projects with rental agreements being week to week or month to month. Rental expense can vary by the fiscal year due to equipment requirements on construction projects and the availability of Company owned equipment. Rental expense, which is included in cost of goods sold on the consolidated statements of income, was $16.3 million and $12.1 million for the twelve months ended September 30, 2024, and 2023, respectively.

Letters of Credit

Certain of our customers or vendors may require letters of credit to secure payments that the vendors are making on our behalf or to secure payments to subcontractors, vendors, etc. on various customer projects. At September 30, 2024, the Company did not have any outstanding letters of credit.

Performance Bonds

Some customers, particularly new ones or governmental agencies require the Company to post bid bonds, performance bonds and payment bonds (collectively, performance bonds). These performance bonds are obtained through insurance carriers and guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If the Company fails to perform under a contract or to pay subcontractors and vendors, the customer may demand that the insurer make payments or provide services under the bond. The Company must reimburse the insurer for any expenses or outlays it is required to make.

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Currently, the Company has an agreement with a surety company to provide bonding which will suit the Company’s immediate needs. The ability to obtain bonding for future contracts is an important factor in the contracting industry with respect to the type and value of contracts that can be bid on. Depending upon the size and conditions of a particular contract, the Company may be required to post letters of credit or other collateral in favor of the insurer. Posting these letters or other collateral will reduce our borrowing capabilities. The Company does not anticipate any claims in the foreseeable future. At September 30, 2024, the Company had $117.6 million in performance bonds outstanding.

Concentration of Credit Risk

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

Please see the tables below for customers that represent 10.0% or more of the Company’s revenue or accounts receivable, net of retention as of or for the fiscal years ended September 30, 2024, and 2023:

Twelve Months Ended Twelve Months Ended

TransCanada Corporation 10.4 % 13.9 %

NiSource and subsidiaries * 17.5 %

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

NiSource and subsidiaries * 11.8 %

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

Virtually all work performed for major customers was awarded under competitive bid fixed price or unit price arrangements. The loss of a major customer could have a severe impact on the profitability of the Company. However, due to the nature of the Company’s operations, the major customers and sources of revenues may change from year to year.

Litigation

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. 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. This upheld the award granted by the District Court in November 2022. The Company received 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.

On November 12, 2021, the Company received a withdrawal liability claim from a pension plan to which the Company made pension contributions for union construction employees performing covered work in a particular jurisdiction. The Company has not performed covered work in their jurisdiction since 2011; however, the Company disagrees with the withdrawal claim and believes it is covered by an exemption under federal law. The demand called for thirty-four quarterly installment payments of $41,000 starting December 15, 2021. The Company complied with the demand according to federal pension law; however, the Company firmly believes no withdrawal liability exists. The Company is in negotiations with the pension fund to resolve the matter and all future payments have been suspended as part of the negotiation. The Company has expensed all $164,000 in payments made through September 30, 2022 and

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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.

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. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, punitive damages, civil penalties, or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims, and proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. At September 30, 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.

Related Party Transactions

We intend that all transactions between us and our executive officers, directors, holders of 10% or more of the shares of any class of our common stock and affiliates thereof, will be on terms no less favorable than those terms given to unaffiliated third parties and will be approved by a majority of our independent outside directors not having any interest in the transaction.

On April 29, 2022, the Company entered into a $1.0 million promissory note agreement with Corns Enterprises as partial consideration for the purchase of Tri-State Paving. This four-year agreement requires $250,000 principal installment payments on or before the end of each twelve (12) full calendar month period beginning April 29, 2022. Interest payments due shall be calculated on the principal balance remaining and shall be at the stated rate of 3.5% per year. The Company has made $750,000 in principal payments on this note as of September 30, 2024.

Subsequent to the April 29, 2022 acquisition of Tri-State Paving, the Company entered into an operating lease for facilities in Hurricane, West Virginia with Corns Enterprises. This thirty-six-month lease is treated as a right to use asset and has payments of $7,000 per month. The total net present value at inception was $236,000 with a carrying value of $46,000 at September 30, 2024.

SQP made an equity investment of $156,000 in 1030 Quarrier Development, LLC (“Development”) in August 2022. Development is a variable interest entity (“VIE”) that is 75% owned by 1030 Quarrier Ventures, LLC (“Ventures”) and 25% owned by SQP. SQP is not the primary beneficiary of the VIE and therefore will not consolidate Development into its consolidated financial statements. Instead, SQP will apply the equity method of accounting for its investment in Development. Development, a 1% owner, and United Bank, a 99% owner, formed 1030 Quarrier Landlord, LLC (“Landlord”). Landlord decided to pursue the following development project (the “Project”): a historical building at 1030 Quarrier Street, Charleston, West Virginia as well as associated land (the “Property”) was purchased to be developed/rehabilitated into a commercial project including apartments and commercial space. Upon the completion of development, the Property will be used to generate rental income. SQP has been awarded the construction contract for the Project. United Bank provided $5.0 million in loans to fund the Project. SQP and Ventures have jointly provided an unconditional guarantee for the $5.0 million of obligations associated with the Project.

CJ Hughes entered into an agreement, cancelable at any time, with Construction Specialty Services (“CSS”), which is owned by Chuck Austin, the President of CJ Hughes. CSS rents equipment, periodically, to and as requested by CJ Hughes. The equipment rental rates are below the rates that the equipment can be rented from any unaffiliated rental company. CJ Hughes is not obliged to rent any equipment and does so only when CJ Hughes does not have equipment available of its own and would otherwise need to rent such equipment as the demand increases throughout the construction season. In the fiscal years 2023 and 2024, the rental amounts for these specific years were $387,000, and $318,000, respectively.

Other than mentioned above, there were no new material related party transactions entered into during the fiscal year ended September 30, 2024.

Certain Energy Services subsidiaries routinely engage in transactions in the normal course of business with each other, including sharing employee benefit plan coverage, payment for insurance and other expenses on behalf of other affiliates, and other services incidental to business of each of the affiliates. All revenue and related expense transactions, as well as the related accounts payable and accounts receivable have been eliminated in consolidation.

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Inflation

Most significant project materials, such as pipe or electrical wire, are provided by the Company’s customers. When possible, the Company attempts to lock in pricing with vendors and include qualifications regarding material cost increases in bids. Where allowed by contract, the Company will address fuel cost increases with customers. Significant inflation or supply chain issues could cause customers to delay or cancel planned projects; however, inflation did not have a significant effect on our results for the twelve months ended September 30, 2024, and 2023.

Critical Accounting Estimates

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

Revenues

The Company recognizes revenue as performance obligations are satisfied and control of the promised good and service is transferred to the customer. For Lump Sum and Unit Price contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost to cost”) method. For Cost Plus and Time and Material (“T&M”) contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward satisfaction of the performance obligation(s) using an output method. The Company also does certain T&M service work that is generally completed in a short duration and is recognized at a point in time.

The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. We believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:

● the completeness and accuracy of the original bid;

● costs associated with scope changes;

● changes in costs of labor and/or materials;

● extended overhead and other costs due to owner, weather and other delays;

● subcontractor performance issues;

● changes in productivity expectations;

● site conditions that differ from those assumed in the original bid;

● changes from original design on design-build projects;

● a change in the availability and proximity of equipment and materials;

● the customer’s ability to properly administer the contract.

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

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

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

The following table presents our costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings at September 30, 2024 and 2023:

Costs and estimated earnings in excess of billed on

Less billings in excess of costs and estimated earnings on

Allowance for doubtful accounts

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

Materially incorrect estimates of bad debt reserves could result in an unexpected loss in profitability for the Company. Additionally, frequently changing reserves could be an indication of risky or unreliable customers. At September 30, 2024, management review deemed that the allowance for doubtful accounts was adequate.

Please see the allowance for doubtful accounts table below:

Balance at beginning of period $ 51,063 $ 70,310

Charged to expense 687,463 —

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Impairment of goodwill and intangible assets

The Company follows the guidance of Accounting Standards Codification (“ASC”) 350-20-35-3 “Intangibles-Goodwill and Other (Topic 350)” which requires a company to record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment. The Company did not have a goodwill impairment at September 30, 2024.

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

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

West Virginia Pipeline:

Revolt Energy:

Heritage Painting

Tri-State Paving:

Depreciation and Amortization

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

Property and equipment are recorded at cost. Costs which extend the useful lives or increase the productivity of the assets are capitalized, while normal repairs and maintenance that do not extend the useful life or increase productivity of the asset are expensed as incurred. Property and equipment are depreciated principally on the straight-line method over the estimated useful lives of the assets: buildings 39 years; operating equipment and vehicles 5-7 years; and office equipment, furniture and fixtures 5-7 years.

Acquired intangible assets subject to amortization are amortized on a straight-line basis, which approximates the pattern in which the economic benefit of the respective intangible assets is realized, over their respective estimated useful lives. The definite-lived identifiable intangible assets recognized as part of the Company’s business combinations are initially recorded at their estimated fair value.

The Company’s depreciation 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. In general, amortization is included in “cost of revenues” on the Company’s consolidated statements of income.

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

Income Taxes

The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. The Company’s provision for income taxes is computed by applying a federal rate of 21.0% and a blended state rate of approximately 5% to 6.0% to taxable income or loss after consideration of non-taxable and non-deductible items.

The income tax expense for the fiscal year ended September 30, 2024 was $8.4 million as compared to $3.0 million for the fiscal year ended September 30, 2023. The increase was due to an increase in taxable income for the fiscal year ended September 30, 2024, as compared to the fiscal year ended September 30, 2023.

The effective income tax rate for the fiscal year ended September 30, 2024 was 25.1%, as compared to an effective income tax rate of 28.7% for the fiscal year ended September 30, 2023. Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income or loss, non-taxable and non-deductible expenses.

Accounting for PPP Loans

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

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

New Accounting Pronouncements

On October 28, 2021, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments of this ASU require entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for public business entities for the fiscal years, including interim periods within those the fiscal years, beginning after December 15, 2022. For all other entities they are effective for the fiscal years, including interim periods within those the fiscal years, beginning after December 15, 2023. Entities should apply the amendments prospectively to business combinations that occur after the effective date. Early adoption is permitted, including in any interim period, for public business entities for periods for which financial statements have not yet been issued, and for all other entities for periods for which financial statements have not yet been made available for issuance. The Company is currently assessing the effect that ASU 2021-08 will have on its results of operations, financial position and cash flows; however, the Company does not expect a significant impact.

Subsequent Events

On October 31, 2024, the Company announced it had entered into an Asset Purchase Agreement with Tribute Contracting & Consultants, LLC (“Tribute”), an underground utility contractor that primarily specializes in water and wastewater system installations in Ohio, Kentucky, and West Virginia. On December 2, 2024, the Company closed on the acquisition. Under the terms of the agreement, Energy Services’ new subsidiary, Tribute Acquisition Company, purchased substantially all of the assets of Tribute for $22.0 million in cash, less any assumed debt and working capital adjustments, and $2.0 million of Energy Services’ common stock. The $22.0 million in cash was funded through a $16.0 million loan with United Bank, West Virginia, with the remainder paid in cash by the Company.

On November 20, 2024, the Company’s Board of Directors approved a quarterly cash dividend of $0.03 per common share. The dividend will be paid on January 2, 2025 to holders of record as of December 13, 2024. While this is expected to be a quarterly cash dividend, factors such as income from operations, cash flows, and overall financial outlook may affect future dividend payments.

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Management has evaluated all subsequent events for accounting and disclosure. There have been no other material events during the period, other than noted above, that would either impact the results reflected in the report or the Company’s results going forward.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

ITEM 8. Financial Statements and Supplementary Data

Financial Statements are included at page F-1 of this Annual Report on Form 10-K.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that Energy Services files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1)Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has used the framework set forth in the report entitled “Internal Control–Integrated Framework 2013” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has not identified any material weakness in the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2024.

Changes in Internal Controls Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the Company’s fourth quarter of fiscal year 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Attestation Report of Registered Public Accounting Firm

Urish Popeck & Co., LLC, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an attestation report on our internal control over financial reporting. Such report is included in Item 8 of this Annual Report and incorporated by reference herein.

ITEM 9B. Other Information

During the fourth fiscal quarter of 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

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PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The Company has adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics was previously filed as an exhibit to our Registration Statement on Form S-1. A copy of the Code will be furnished without charge upon written request to the Corporate Secretary, Energy Services of America Corporation, 75 West 3rd Ave., Huntington, West Virginia 25701.

The information contained under the sections captioned “Proposal I – Election of Directors” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of September 30, 2024 (the “Proxy Statement”) is incorporated herein by reference.

ITEM 11. Executive Compensation

The information contained under the section captioned “Proposal I – Election of Directors – Executive and Director Compensation” in the definitive Proxy Statement is incorporated herein by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a)Securities Authorized for issuance under Stock-Based Compensation Plans

The following table presents certain information regarding our Equity Compensation Plan in effect as of September 30, 2024:

Number of securities to be Number of securities

issued upon exercise of Weighted average remaining available for

Plan outstanding options and rights exercise price issuance under plan

Equity compensation plans approved by stockholders — — 1,435,439

Equity compensation plans not approved by stockholders — — —

(b)Security Ownership of Certain Beneficial Owners

The information required by this item is incorporated herein by reference to the section captioned “Security Ownership of Certain Beneficial Owners” in the Proxy Statement.

(c)Security Ownership of Management

The information required by this item is incorporated herein by reference to the section captioned “Proposal I – Election of Directors” in the Proxy Statement.

(d)Changes in Control

The management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated herein by reference to the sections captioned “Proposal I – Election of Directors – Certain Relationships and Related Transactions” and “– Board Independence” of the Proxy Statement.

ITEM 14. Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the section captioned “Proposal II – Ratification of Independent Registered Public Accounting Firm” of the Proxy Statement.

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PART IV

ITEM 15. Exhibits and Financial Statement Schedules

The exhibits and financial statement schedules filed as a part of this Annual Report on Form 10-K are as follows:

(a)(1) Consolidated Financial Statements

Energy Services of America Corporation

Report of Independent Registered Public Accounting Firm (PCAOB ID 23) F-4

Notes to Consolidated Financial Statements. F-9

(a)(2) Consolidated Financial Statement Schedules

(a)(3) Exhibits

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Exhibit No. Description

2.1 Asset Purchase Agreement dated October 30, 2024 (9)

3.1 Amended and Restated Certificate of Incorporation (1)

3.2 Bylaws (1)

3.4 Certificate of Designations Series A Preferred Stock (4)

4.1 Form of Certificate of Common Stock (1)

4.2 Description of Common Stock (5)

10.5 Energy Services of America Corporation Employee Stock Purchase Plan (2)

10.6 Energy Services of America Corporation 2022 Equity Incentive Plan (7)

14 Code of Ethics (1)

16.2 Letter of Agreement dated November 1, 2021, from Baker Tilly US, LLP (6)

16.3 Letter of Baker Tilly US, LLP dated February 20, 2024 (8)

19 Insider Trading Policy

21 List of subsidiaries

23.1 Consent of Urish Popeck & Co., LLC

23.2 Consent of Baker Tilly US, LLP

97 Policy Related to Recovery of Erroneously Awarded Compensation

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

(2)Filed as Appendix A to the Schedule 14-A filed with the Securities and Exchange Commission on October 16, 2008.

(b) The exhibits listed under (a)(3) above are filed herewith.

ITEM 16. Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERGY SERVICES OF AMERICA CORPORATION

Date: December 19, 2024 By: /s/ Douglas V. Reynolds

Douglas V. Reynolds

President and Chief Executive Officer

(Duly Authorized Representative)

Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name Position Date

By /s/ Marshall T. Reynolds Chairman of the Board December 19, 2024

Marshall T. Reynolds

By /s/ Jack Reynolds Director December 19, 2024

Jack R. Reynolds

By /s/ Charles P. Crimmel Chief Financial Officer December 19, 2024

Charles P. Crimmel (Principal Financial and Accounting Officer)

By /s/ Amy E. Abraham Director

Amy E. Abraham December 19, 2024

By /s/ Joseph L. Williams Director December 19, 2024

Joseph L. Williams

By /s/ Mark S. Prince Director December 19, 2024

Mark S. Prince

By /s/ Frank S. Lucente Director December 19, 2024

Frank S. Lucente

By /s/ Patrick J. Farrell Director December 19, 2024

Patrick J. Farrell

By /s/ Douglas V. Reynolds President and Chief December 19, 2024

Douglas V. Reynolds Executive Officer, and Director

(Principal Executive Officer)

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Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Energy Services of America Corporation

Huntington, West Virginia

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Energy Services of America Corporation (the “Company”) as of September 30, 2024, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 19, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

Critical Audit Matter Description

The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services.

Significant judgment is exercised by the Company in determining revenue recognition for customer agreements, and include the pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.

F-1

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The related audit effort in evaluating management’s judgments in determining revenue recognition for customer agreements required a high degree of auditor judgment.

How the Critical Audit Matter was Addressed in the Audit

The primary procedures we performed to address this critical audit matter included:

/s/ Urish Popeck & Co., LLC

We have served as the Company's auditor since 2024.

Pittsburgh, PA

December 19, 2024

F-2

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Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Energy Services of America Corporation

Huntington, West Virginia

Opinion on Internal Control over Financial Reporting

We have audited Energy Services of America Corporation’s (the “Company’s”) internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of September 30, 2024, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes and our report dated December 19, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Controls and Procedures. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

/s/ Urish Popeck & Co., LLC

Pittsburgh, PA

December 19, 2024

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Energy Services of America Corporation

Huntington, West Virginia

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Energy Services of America Corporation and subsidiaries (the Company) as of September 30, 2023, and the related consolidated statements of income, changes in shareholders’ equity and cash flows, for the year ended September 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of their operations and their cash flows for the year ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ Baker Tilly US, LLP

We served as the Company’s auditor from 2008 to 2024.

Pittsburgh, Pennsylvania

January 16, 2024

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ENERGY SERVICES OF AMERICA CORPORATION

CONSOLIDATED BALANCE SHEETS

As of September 30, 2024 and 2023

Assets

Current assets

Liabilities and shareholders’ equity

Current liabilities

Current maturities of operating lease liabilities 907,503 1,075,815

Shareholders’ equity

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

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ENERGY SERVICES OF AMERICA CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

For the years ended September 30, 2024 and 2023

Other income (expense)

Interest income — 196

Proceeds from lawsuit judgement 15,634,499 —

Earnings per share

available to common shareholders $ 1.52 $ 0.44

Earnings per share-diluted

available to common shareholders $ 1.51 $ 0.44

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

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ENERGY SERVICES OF AMERICA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended September 30, 2024 and 2023

Cash flows from operating activities:

Provision for bad debts 687,463 —

Vested restricted stock award compensation 35,556 —

Accreted interest on note payable 61,477 54,687

(Increase) decrease in prepaid expenses and other (568,372) 4,237,434

Cash flows from investing activities:

Acquisition of Heritage Painting (300,000) —

Proceeds from sales of property and equipment 1,058,343 647,111

Cash flows from financing activities:

Proceeds from long-term debt — 3,100,000

Energy Services of America CORP ESOA US Equity

ESOA · 10-K · period ended 2024-09-30

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

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

ITEM 8. Financial Statements and Supplementary Data

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

ITEM 9A. Controls and Procedures

ITEM 9B. Other Information

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

ITEM 10. Directors, Executive Officers and Corporate Governance

ITEM 11. Executive Compensation

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

ITEM 14. Principal Accountant Fees and Services

ITEM 15. Exhibits and Financial Statement Schedules

ITEM 16. Form 10-K Summary

Energy Services of America CORP ESOA US Equity☆

ESOA · 10-K · period ended 2024-09-30

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

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

ITEM 8. Financial Statements and Supplementary Data

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

ITEM 9A. Controls and Procedures

ITEM 9B. Other Information

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

ITEM 10. Directors, Executive Officers and Corporate Governance

ITEM 11. Executive Compensation

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

ITEM 14. Principal Accountant Fees and Services

ITEM 15. Exhibits and Financial Statement Schedules

ITEM 16. Form 10-K Summary

Energy Services of America CORP ESOA US Equity