美國
證券交易委員會
華盛頓特區 20549
表格
(標記一個)
截至季度期
委員會檔案編號：
(註冊人的準確名稱，如其章程所指定)
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(註冊或組織的州或其他地區) |
| (美國國內稅務署僱主識別號碼) |
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(主要執行辦公室地址) |
| (Zip Code) |
(
(註冊人電話號碼，包括區號)
根據證券法第12(b)節註冊的證券：
每一類股票的名稱 |
| 交易符號 |
| 每個交易所的名稱 |
請勾選是否註冊人（1）在前12個月（或註冊人需要提交此類報告的較短時期內）已提交根據《1934年證券交易法》第13條或第15(d)條要求提交的所有報告，以及（2）在過去90天內是否遵循此類要求。 ☒ 不 ☐.
請勾選註冊人是否已按照S-t條例第405條的規定，在前12個月內（或註冊人被要求提交此類文件的較短期間內）電子提交了每個互動數據文件。 ☒ 不 ☐.
請用勾選標記指示註冊人是否爲大型加速報告者、加速報告者、非加速報告者、中小型報告公司或新興成長公司。有關「大型加速報告者」、「加速報告者」、「中小型報告公司」或「新興成長公司」的定義，請參閱《交易所法》第120億.2條。 (勾選一項):
大型加速報告人 | ☐ | ☒ | |
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非加速報告人 | ☐ | 小型報告公司 | |
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| 新興成長公司 |
如果是新興成長公司，請勾選註冊人是否選擇不使用延長過渡期來遵守根據交易法第13(a)條款提供的任何新的或修訂的財務會計標準。☐
請通過勾選表示註冊人是否爲空殼公司（根據《交易所法》第120億.2條的定義）。
是
截至2025年2月8日，
1
Part 1. Financial Information
Item 1. Financial Statements (Unaudited):
Energy Services of America Corporation
Consolidated Balance Sheets
Unaudited
December 31, | September 30, | |||||
| 2024 |
| 2024 | |||
Assets |
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Current assets |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable-trade |
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Allowance for doubtful accounts |
| ( |
| ( | ||
Retainage receivable |
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Other receivables |
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Contract assets |
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Prepaid expenses and other |
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Total current assets |
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Property, plant and equipment, at cost |
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less accumulated depreciation |
| ( |
| ( | ||
Total fixed assets |
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Right-of-use assets-operating leases | | | ||||
Intangible assets, net | | | ||||
Goodwill | | | ||||
Total assets | $ | | $ | | ||
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Liabilities and shareholders’ equity |
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Current liabilities |
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Current maturities of long-term debt | $ | | $ | | ||
Current maturities of lines of credit and short term borrowings |
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Current maturities of operating lease liabilities | | | ||||
Accounts payable |
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Accrued expenses and other current liabilities |
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Contract liabilities |
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Income tax payable |
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Total current liabilities |
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Long-term debt, less current maturities |
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Long-term operating lease liabilities, less current maturities | | | ||||
Deferred tax liability |
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Total liabilities |
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Shareholders’ equity |
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Common stock, $ |
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Treasury stock, |
| ( |
| ( | ||
Additional paid in capital |
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Retained deficit |
| ( |
| ( | ||
Total shareholders’ equity |
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Total liabilities and shareholders’ equity | $ | | $ | | ||
The Accompanying Notes are an Integral Part of These Financial Statements
2
Energy Services of America Corporation
Consolidated Statements of Income
Unaudited
| Three Months Ended | Three Months Ended | ||||
December 31, | December 31, | |||||
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| 2024 |
| 2023 | ||
Revenue | $ | | $ | | ||
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Cost of revenue |
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Gross profit |
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Selling and administrative expenses |
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Income from operations |
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Other income (expense) |
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Other nonoperating (expense) income |
| ( |
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Interest expense | ( | ( | ||||
Gain (loss) on sale of equipment |
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| ( | ||
| ( |
| ( | |||
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Income before income taxes |
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Income tax expense |
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Net income | | | ||||
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Weighted average shares outstanding-basic |
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Weighted average shares-diluted |
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Earnings per share available to common shareholders | $ | | $ | | ||
Earnings per share-diluted available to common shareholders | $ | | $ | | ||
The Accompanying Notes are an Integral Part of These Financial Statements
3
Energy Services of America Corporation
Consolidated Statements of Cash Flows
Unaudited
| Three Months Ended | Three Months Ended | ||||
December 31, | December 31, | |||||
| 2024 |
| 2023 | |||
Cash flows from operating activities: |
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Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
| |||||
Depreciation expense | |
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Accreted interest on PPP loans |
| |
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(Gain) loss on sale of equipment |
| ( |
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Provision for deferred taxes | | | ||||
Amortization of intangible assets | | | ||||
Accreted interest on note payable | | | ||||
(Increase) decrease in accounts receivable-trade |
| (2,274,866) |
| | ||
Increase in retainage receivable | ( | ( | ||||
Increase in other receivables | ( | ( | ||||
Decrease (increase) in contract assets | 6,811,884 | ( | ||||
Decrease in prepaid expenses and other |
| |
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(Decrease) increase in accounts payable |
| ( |
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Decrease in accrued expenses and other current liabilities |
| ( |
| ( | ||
Increase (decrease) in contract liabilities |
| 4,897,945 |
| ( | ||
Net cash provided by operating activities |
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Cash flows from investing activities: |
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Investment in property and equipment |
| ( |
| ( | ||
Acquistion of Tribute Contracting & Consultants | ( | — | ||||
Proceeds from sales of property and equipment |
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Net cash used in investing activities |
| ( |
| ( | ||
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Cash flows from financing activities: |
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Proceeds from long-term debt |
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| — | ||
Borrowings on lines of credit and short term debt, net of (repayments) | | ( | ||||
Principal payments on long-term debt | ( | ( | ||||
Net cash provided by (used in) financing activities |
| |
| ( | ||
Increase (decrease) in cash and cash equivalents |
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| ( | ||
Cash and cash equivalents beginning of period |
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Cash and cash equivalents end of period | $ | | $ | | ||
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Supplemental schedule of noncash investing and financing activities: |
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Purchases of property & equipment under financing agreements | $ | | $ | | ||
Net operating lease right-of-use assets received in exchange for operating lease liabilities | $ | | $ | | ||
Common dividends declared but not paid | $ | | $ | | ||
Common stock issued in Tribute Contracting & Consultants acquisition | $ | | $ | — | ||
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Supplemental disclosures of cash flows information: |
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Cash paid during the year for: |
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Interest | $ | | $ | | ||
The Accompanying Notes are an Integral Part of These Financial Statements
4
Energy Services of America Corporation
Consolidated Statements of Changes in Shareholders’ Equity
For the three months ended December 31, 2024 and 2023
Total | |||||||||||||||||
Common Stock | Additional Paid | Retained | Treasury | Shareholders’ | |||||||||||||
| Shares |
| Amount |
| in Capital |
| Deficit |
| Stock |
| Equity | ||||||
Balance at September 30, 2024 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
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Net income |
| — |
| — |
| — |
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| — | | ||||||
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Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||
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Common shares issued as part of acquisition | | | | — | — | | |||||||||||
Balance at December 31, 2024 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Total | |||||||||||||||||
Common Stock | Additional Paid | Retained | Treasury | Shareholders’ | |||||||||||||
|
| Shares |
| Amount |
| in Capital |
| Deficit |
| Stock |
| Equity | |||||
Balance at September 30, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Net income | — | — | — | | — | | |||||||||||
Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||
Balance at December 31, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
The Accompanying Notes are an Integral Part of These Financial Statements
5
ENERGY SERVICES OF AMERICA CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION
Energy Services of America Corporation (“Energy Services” or the “Company”), formed in 2006, is a contractor and service company that operates primarily in the mid-Atlantic and central regions of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. For the gas industry, the Company is primarily engaged in the construction, replacement and repair of natural gas pipelines and storage facilities for utility companies and private natural gas companies. Energy Services is involved in the construction of both interstate and intrastate pipelines, with an emphasis on the latter. For the oil industry, the Company provides a variety of services relating to pipeline, storage facilities and plant work. For the power, chemical, and automotive industries, the Company provides a full range of electrical and mechanical installations and repairs including substation and switchyard services, site preparation, equipment setting, pipe fabrication and installation, packaged buildings, transformers, and other ancillary work with regards thereto. Energy Services’ other pipeline services include corrosion protection services, horizontal drilling services, liquid pipeline construction, pump station construction, production facility construction, water and sewer pipeline installations, various maintenance and repair services and other services related to pipeline construction. The Company has also added the ability to install broadband and solar electric systems and perform civil and general contracting services.
C.J. Hughes Construction Company, Inc. (“C.J. Hughes”), a wholly owned subsidiary of the Company, is a general contractor primarily engaged in pipeline construction for utility companies. Contractors Rental Corporation (“Contractors Rental”), a wholly owned subsidiary of C.J. Hughes, provides union building trade employees for projects managed by C.J. Hughes.
Nitro Construction Services, Inc. (“NCS”), a wholly owned subsidiary of C.J. Hughes, provides electrical, mechanical, HVAC/R, and fire protection services to customers primarily in the automotive, chemical, and power industries. 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. 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. Hughes, Nitro, and Contractors Rental construction personnel are union members of various related construction trade unions and are subject to collective bargaining agreements that expire at varying time intervals.
West Virginia Pipeline, Inc. (“West Virginia Pipeline” or “WVP”), a wholly owned subsidiary of Energy Services, operates as a gas and water distribution contractor primarily in southern West Virginia. The employees of West Virginia Pipeline are non-union and are managed independently of the Company’s union subsidiaries.
SQP Construction Group, Inc. (“SQP”), a wholly owned subsidiary of Energy Services, operates as a general contractor primarily in West Virginia. SQP engages in the construction and renovation of buildings and other civil construction projects for state and local government agencies and commercial customers. As a general contractor, SQP manages the overall construction project and subcontracts most of the work. The employees of SQP are non-union and are managed independently of the Company’s union subsidiaries.
Tri-State Paving & Sealcoating, Inc. (“TSP” or “Tri-State Paving”), a wholly owned subsidiary of Energy Services, completed the acquisition of substantially all the assets of Tri-State Paving & Sealcoating, LLC (“Tri-State Paving, LLC”) on April 29, 2022. Tri-State Paving 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. (“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, Tennessee, and Pennsylvania. The employees of RCS are non-union and are managed independently of the Company’s union subsidiaries.
6
Tribute Contracting & Consultants, Inc. (“Tribute” or “TCC”), a wholly owned subsidiary of Energy Services, was formed in October 2024 in connection with the acquisition of substantially all the assets of Tribute Contracting & Consultants, LLC (“Tribute LLC”). The acquisition of Tribute LLC closed on December 2, 2024. Tribute constructs water distribution and wastewater systems primarily for public municipalities in West Virginia, Ohio, and Kentucky. The employees of TCC are non-union and are managed independently of the Company’s union subsidiaries.
Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto for the years ended September 30, 2024, and 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on December 19, 2024. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to the interim financial reporting rules and regulations of the SEC. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three months ended December 31, 2024 and 2023 are not necessarily indicative of the results to be expected for the full year or any other interim period.
Principles of Consolidation
The consolidated financial statements of Energy Services include the accounts of Energy Services, its wholly owned subsidiaries West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving, Tribute and C.J. Hughes and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation. Unless the context requires otherwise, references to Energy Services include Energy Services, West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving, Tribute, and C.J. Hughes and its subsidiaries.
Use of Estimates and Assumptions
The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and loss during the reporting period. Actual results could differ materially from those estimates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Please refer to Note 2 “Summary of Significant Accounting Policies” of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended September 30, 2024, for a more detailed discussion of our significant accounting policies. There were no material changes to these significant accounting policies during the three months ended December 31, 2024.
3. ACCOUNTING FOR PAYCHECK PROTECTION PROGRAM LOANS
Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the Paycheck Protection Program (“PPP”). On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with United Bank as its lender (the “Lender”) in an aggregate principal amount of $
During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. As part of the review, the SBA requested additional payroll information. Additionally, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans. As a result of this uncertainty,
7
the Company restated the previously issued audited financial statements of the Company for the fiscal years 2022 and 2021. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $
During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender.
Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request. The SBA could revisit its forgiveness decision and determine that the Company does not qualify as a whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.
4. REVENUE RECOGNITION
Our revenue is primarily derived from construction contracts that can span several quarters. We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606” or “Topic 606”) which provides for a five-step model for recognizing revenue from contracts with customers as follows:
| ● | Identify the contract |
| ● | Identify performance obligations |
| ● | Determine the transaction price |
| ● | Allocate the transaction price |
| ● | Recognize revenue |
The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. We believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:
| ● | the completeness and accuracy of the original bid; |
| ● | costs associated with scope changes; |
| ● | changes in costs of labor and/or materials; |
| ● | extended overhead and other costs due to owner, weather and other delays; |
| ● | subcontractor performance issues; |
| ● | changes in productivity expectations; |
| ● | site conditions that differ from those assumed in the original bid; |
| ● | changes from original design on design-build projects; |
| ● | the availability and skill level of workers in the geographic location of the project; |
| ● | a change in the availability and proximity of equipment and materials; |
| ● | our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and |
| ● | the customer’s ability to properly administer the contract. |
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects, could have a significant effect on our profitability.
Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. With the exception of customer affirmative claims, generally, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next three months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based
8
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, if incurred, 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.
5. DISAGGREGATION OF REVENUE
The Company disaggregates revenue based on the following lines of service: (1) Gas & Water Distribution, (2) Gas & Petroleum Transmission, and (3) Electrical, Mechanical, & General services and construction. Our contract types are: Lump Sum, Unit Price, Cost Plus and Time and Materials (“T&M”). The following tables present our disaggregated revenue for the three months ended December 31, 2024 and 2023:
Three Months Ended December 31, 2024 | ||||||||||||
Electrical, | ||||||||||||
| Gas & Water | Gas & Petroleum | Mechanical, & | Total revenue | ||||||||
| Distribution |
| Transmission |
| General |
| from contracts | |||||
Lump sum contracts | $ | | $ | | $ | | $ | | ||||
Unit price contracts |
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Cost plus and T&M contracts |
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Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
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Earned over time | $ | | $ | | $ | | $ | | ||||
Earned at point in time |
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Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
Three Months Ended December 31, 2023 | ||||||||||||
Electrical, | ||||||||||||
| Gas &Water | Gas & Petroleum | Mechanical, & | Total revenue | ||||||||
| Distribution |
| Transmission |
| General |
| from contracts | |||||
Lump sum contracts | $ | | $ | | $ | | $ | | ||||
Unit price contracts |
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Cost plus and T&M contracts |
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Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
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Earned over time | $ | | $ | | $ | | $ | | ||||
Earned at point in time |
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Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
6. CONTRACT BALANCES
The Company’s accounts receivable consists of amounts that have been billed to customers and collateral is generally not required. Most of the Company’s contracts have monthly billing terms; however, billing terms for some are based on project completion. Payment terms are generally within
During the three months ended December 31, 2024, we recognized revenue of $
9
Accounts receivable-trade, net of allowance for doubtful accounts, contract assets and contract liabilities consisted of the following:
| December 31, 2024 |
| September 30, 2024 |
| Change | ||||
Accounts receivable-trade, net of allowance for doubtful accounts | $ | | $ | | $ | 7,864,209 | |||
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Contract assets |
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Cost and estimated earnings in excess of billings | $ | | $ | | $ | (5,095,900) | |||
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Contract liabilities |
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Billings in excess of cost and estimated earnings | $ | | $ | | $ | 5,578,958 | |||
7. PERFORMANCE OBLIGATIONS
For the three months ended December 31, 2024, there was
At December 31, 2024, the Company had $
8. UNCOMPLETED CONTRACTS
Costs, estimated earnings, and billings on uncompleted contracts as of December 31, 2024 and September 30, 2024, are summarized as follows:
| December 31, 2024 |
| September 30, 2024 | |||
Costs incurred on contracts in progress | $ | | $ | | ||
Estimated earnings, net of estimated losses |
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Less billings to date |
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| $ | ( | $ | | ||
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Costs and estimated earnings in excess of billed on uncompleted contracts | $ | | $ | | ||
Less billings in excess of costs and estimated earnings on uncompleted contracts |
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$ | ( | $ | | |||
The Company’s unaudited backlog at December 31, 2024 and September 30, 2024 was $
9. FAIR VALUE MEASUREMENTS
The fair value measurement guidance of the Financial Accounting Standards Board (“FASB”) ASC 820, Fair Measurement defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and specifies disclosures about fair value measurements.
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Under the FASB’s authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement guidance of the FASB ASC establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.
Level 2 — Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.
Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The carrying amount for borrowings under the Company’s revolving credit facility approximates fair value because of the variable market interest rate charged to the Company for these borrowings. The fair value of the Company’s long term fixed-rate debt was estimated using a discounted cash flow analysis and a yield rate that was estimated based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities. The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $
All other current assets and liabilities are carried at net realizable value which approximates fair value because of their short duration to maturity.
10. EARNINGS PER SHARE
The amounts used to compute the earnings per share for the three months ended December 31, 2024 and 2023 are summarized below.
|
| Three Months Ended |
| Three Months Ended | ||
December 31, 2024 | December 31, 2023 | |||||
Net income | $ | | $ | | ||
|
|
| ||||
Weighted average shares outstanding-basic |
| |
| | ||
|
|
| ||||
Weighted average shares outstanding-diluted |
| |
| | ||
|
|
| ||||
Earnings per share available to common shareholders | $ | | $ | | ||
|
|
| ||||
Earnings per share available to common shareholders-diluted | $ | | $ | | ||
11
11. INCOME TAXES
The components of income taxes are as follows:
Three Months Ended | ||||||
| December 31, 2024 |
| December 31, 2023 | |||
Federal |
|
|
|
| ||
Current | $ | — | $ | | ||
Deferred |
| |
| | ||
Total | | | ||||
|
| |||||
State |
|
| ||||
Current | | | ||||
Deferred |
| |
| | ||
Total | | | ||||
Total income tax expense | $ | | $ | | ||
The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. The Company’s provision for income taxes is computed by applying a federal rate of
The effective income tax rate for the three months ended December 31, 2024 was
Major items that can affect the effective tax rate include amortization of goodwill and intangible assets and non-deductible amounts for per diem expenses.
The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows:
|
| December 31, 2024 |
| September 30, 2024 | ||
Deferred tax liabilities |
|
|
|
| ||
Property and equipment | $ | | $ | | ||
Other |
| |
| | ||
Total deferred tax liabilities | $ | | $ | | ||
|
|
| ||||
Deferred income tax assets |
|
|
| |||
Accruals & Other | $ | | $ | | ||
Net operating loss carry forward-Federal | | — | ||||
Net operating loss carryforward-States | | | ||||
Net operating loss valuation allowance-States | ( | ( | ||||
Total deferred tax assets | $ | | $ | | ||
|
| |||||
Total net deferred tax liabilities | $ | | $ | | ||
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company had $
12
The Company does not believe that it has any unrecognized tax benefits included in its consolidated financial statements that require recognition. The Company has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in general and administrative expenses.
12. SHORT-TERM AND LONG-TERM DEBT
Operating Line of Credit
On August 8, 2024, the Company renewed its $
The line of credit is limited to a borrowing base calculation as summarized below:
| December 31, 2024 |
| September 30, 2024 |
| |||
Eligible borrowing base | $ | | $ | | |||
Borrowed on line of credit |
| |
| | |||
Line of credit balance available | $ | | $ | | |||
Interest rate |
| % |
| % | |||
The Company’s $
The financial covenants required by the Company’s lender are below:
| ● | Minimum tangible net worth of $ |
| ● | Minimum traditional debt service coverage of |
| ● | Minimum current ratio of |
| ● | Maximum debt to tangible net worth ratio (“TNW”) of |
| ● | Each ratio and covenant shall be determined, tested, and measured as of each calendar quarter beginning June 30, 2023, |
| ● | The Company shall maintain a ratio of Maximum Senior Funded Debt (“SFD”) to Earnings before Interest, Taxes, Depreciation and Amortization (“EBDITA”) equal to or less than |
The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question. The Company was in compliance with all covenants at December 31, 2024. The Company projects to meet all covenant requirements for the next twelve months.
Paycheck Protection Program Loans
Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $
13
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 audited financial statements of the Company for the fiscal years 2022 and 2021. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $
During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender.
Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request. The SBA could revisit its forgiveness decision and determine that the Company does not qualify as a whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.
A summary of short-term and long-term debt as of December 31, 2024 and September 30, 2024 is as follows:
|
| December 31, 2024 |
| September 30, 2024 | ||
Line of credit payable to bank, monthly interest at | $ | | $ | | ||
|
| |||||
Equipment line of credit with a total of $ | | $ | | |||
Paycheck Protection Program loans from Small Business Administration, |
| |
| | ||
Term note payable to United Bank, WV Pipeline acquisition, due in monthly installments of $ | | | ||||
Notes payable to finance companies, due in monthly installments totaling $ |
| |
| | ||
|
| |||||
Notes payable to United Bank, Tribute acquisition finance, due in monthly installments totaling $ |
| |
| — | ||
|
| |||||
Notes payable to bank, due in monthly installments totaling $ |
| |
| | ||
|
| |||||
Notes payable to bank, due in monthly installments totaling $ |
|
| |
| | |
|
| |||||
Notes payable to David Bolton and Daniel Bolton, due in annual installments totaling $ | | | ||||
Note payable to United Bank, Tri-State Paving acquisition, due in monthly installments of $ | | | ||||
Notes payable to Corns Enterprises, $ | | | ||||
Total debt | $ | | $ | | ||
|
| |||||
Less current maturities |
| |
| | ||
|
| |||||
Total long term debt | $ | | $ | | ||
14
13. ACQUISITIONS
On December 2, 2024, the Company completed the acquisition of Tribute Contracting & Consultants, LLC (“Tribute LLC”), located in South Point, Ohio. Pursuant to the Asset Purchase Agreement (“Agreement”) signed on October 31, 2024, the Company acquired substantially all the assets (including but not limited to customer contracts, employees, account receivable and equipment) of Tribute LLC for $
Todd Harrah and Tom Enyart (the “Sellers”) continued their employment with the Company’s new subsidiary, Tribute Contracting & Consultants, Inc. (“Tribute”). The Sellers each received $
Tribute earned revenues of $
Energy Services accounts for business combinations under the acquisition method in accordance with ASC Topic 805, Business Combinations. Accordingly, for the transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with ASC 805, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition date, Energy Services records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined. The Company is continuing to finalize the purchase price allocations related to the Tribute LLC acquisition.
The purchase price for the Tribute LLC acquisition is allocated in the table below:
Accounts Receivable and Retainages acquired from seller |
| $ | |
Receivable for cash due to buyer |
| | |
Contract assets acquired from seller |
| | |
Equipment |
| | |
Land and Building |
| | |
Goodwill |
| | |
Intangible assets |
| | |
Accounts payable assumed |
| ( | |
Long-term debt assumed |
| ( | |
Contract liabilities assumed |
| ( | |
$ | |
ASC 805-10-50-2 requires public companies that present comparative financial statements to present pro forma financial statements as though the business combination that occurred during the current fiscal year had occurred as of the beginning of the comparable prior annual reporting period. As allowed under ASC 805-10-50-2, the Company finds this information impracticable to provide for the interim periods presented due to the lack of availability of meaningful financial statements of the acquired company that comply with U.S. GAAP.
15
14. GOODWILL AND INTANGIBLE ASSETS
The Company follows the guidance of ASC Topic 350, Intangibles-Goodwill and Other, which requires a company to record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment. The Company did
A table of the Company’s goodwill as of December 31, 2024 and September 30, 2024 is below:
| December 31, 2024 |
| September 30, 2024 | |||
Beginning balance | $ | | $ | | ||
Acquired |
| |
| — | ||
Ending balance | $ | | $ | | ||
A table of the Company’s intangible assets subject to amortization is below:
Accumulated | Accumulated | Amortization | Amortization | ||||||||||||||||||||
Remaining Life | Amortization and | Amortization and | and Impairment | and Impairment | |||||||||||||||||||
(in months) at | Impairment at | Impairment at | Three Months | Three Months | Net Book Value |
| Net Book Value | ||||||||||||||||
December 31, | December 31, | September 30, | Ended December 31, | Ended December 31, | at December 31, | at September 30, | |||||||||||||||||
| 2024 |
| Original Cost |
| 2024 |
| 2024 |
| 2024 |
| 2023 |
| 2024 |
| 2024 | ||||||||
Intangible assets: | |||||||||||||||||||||||
West Virginia Pipeline: |
|
|
|
|
|
| |||||||||||||||||
Customer relationships | $ | | | $ | | | | $ | |
| $ | | |||||||||||
Tradename | | | | | | |
| | |||||||||||||||
Non-competes |
| — |
| |
| |
| |
| — | — |
| — | — | |||||||||
|
|
|
|
|
| ||||||||||||||||||
Revolt Energy: |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Employment agreement/non-compete |
| — |
| |
| |
| |
| — | — |
| — | — | |||||||||
Heritage Painting | |||||||||||||||||||||||
Customer relationships | | | | | — | | | ||||||||||||||||
|
|
| |||||||||||||||||||||
Tri-State Paving: |
|
|
| ||||||||||||||||||||
Customer relationships | | | | | | | | ||||||||||||||||
Tradename | | | | | | | | ||||||||||||||||
Non-competes | — | | | | — | — | — | — | |||||||||||||||
Tribute Contracting & Consultants | |||||||||||||||||||||||
Customer relationships | | | — | | — | | — | ||||||||||||||||
Tradename | | | — | | — | | — | ||||||||||||||||
Non-competes | | | — | | — | | — | ||||||||||||||||
Total intangible assets | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||||
The amortization on identifiable intangible assets for the three months ended December 31, 2024 and 2023 was $
Amortization expense associated with the identifiable intangible assets is expected to be as follows:
| Amortization Expense | ||
January 2025 to December 2025 |
| $ | |
January 2026 to December 2026 |
| | |
January 2027 to December 2027 |
| | |
January 2028 to December 2028 |
| | |
January 2029 to December 2029 |
| | |
After |
| | |
Total | $ | | |
16
15. LEASE OBLIGATIONS
The Company leases office space for SQP for $
The Company has
The second operating lease, for the Chattanooga, Tennessee facility, had a net present value of $
The Company has a right-of-use operating lease with Enterprise Fleet Management, Inc. The Company had
The Company leases office and shop space for Ryan Construction’s headquarters in Bridgeport, West Virginia. The Company renewed the lease for
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 $
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 reporting period due to equipment requirements on construction projects and the availability of Company owned equipment. Rental expense, which is included in cost of goods sold on the consolidated statements of income, was $
Schedules related to the Company’s operating leases at December 31, 2024 can be found below:
Operating Lease-Weighted Average Remaining Term
Present value of | |||||||
remaining | |||||||
| Years left |
| liability |
| Months | ||
Operating lease 1 |
| $ | | 6 | |||
Operating lease 2 |
| | 15 | ||||
Operating lease 3 | | 48 | |||||
Operating lease 4 | — | 0 | |||||
Operating lease 5 | | 18 | |||||
| $ | | |||||
Weighted average remaining term | years |
| |||||
17
Operating Lease Maturity Schedule | |||
January 2025 to December 2025 |
| $ | |
January 2026 to December 2026 |
| | |
January 2027 to December 2027 |
| | |
January 2028 to December 2028 | | ||
| | ||
Less amounts representing interest |
| ( | |
Present value of operating lease liabilities | $ | |
Three Months Ended | Three Months Ended | |||||
December 31, | December 31, | |||||
Operating Lease Expense |
| 2024 |
| 2023 | ||
Amortization | ||||||
Operating lease 1 |
| $ | | $ | | |
Operating lease 2 | | | ||||
Operating lease 3 |
| |
| | ||
Operating lease 4 | — | | ||||
Operating lease 5 | | | ||||
Total amortization | | | ||||
Interest |
|
|
|
| ||
Operating lease 1 | | | ||||
Operating lease 2 |
| |
| | ||
Operating lease 3 | | | ||||
Operating lease 4 | — | | ||||
Operating lease 5 | | | ||||
Total interest | | | ||||
Total amortization and interest | $ | | $ | | ||
Three Months Ended | Three Months Ended | |||||
December 31, | December 31, | |||||
Cash Paid for Operating Leases |
| 2024 |
| 2023 | ||
Operating lease 1 |
| $ | | $ | | |
Operating lease 2 | | | ||||
Operating lease 3 | | | ||||
Operating lease 4 | — | | ||||
Operating lease 5 | | | ||||
| $ | | $ | | ||
16. SUBSEQUENT EVENTS
On January 2, 2025, the Company paid a quarterly dividend of $
Management has evaluated all subsequent events for accounting and disclosure. There have been no other material events during the period, other than noted above, that would either impact the results reflected in the report or the Company’s results going forward.
18
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of the financial condition and results of operations of Energy Services in conjunction with the “Financial Statements” appearing in this report as well as the historical financial statements and related notes contained elsewhere herein. Among other things, those historical consolidated financial statements include more detailed information regarding the basis of presentation for the following information. The term “Energy Services” refers to the Company, West Virginia Pipeline, SQP, Tri-State Paving, Ryan Construction, Tribute, and C.J. Hughes and C.J. Hughes’ wholly owned subsidiaries on a consolidated basis.
Forward Looking Statements
Within Energy Services’ (as defined below) consolidated financial statements and this Quarterly Report on Form 10-Q, there are included statements reflecting assumptions, expectations, projections, intentions, or beliefs about future events that are intended as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “project,” “forecast,” “may,” “will,” “should,” “could,” “expect,” “believe,” “intend” and other words of similar meaning.
These forward-looking statements do not guarantee future performance and involve or rely on risks, uncertainties, and assumptions that are difficult to predict or beyond Energy Services’ control. Energy Services has based its forward-looking statements on management’s beliefs and assumptions based on information available to management at the time the statements are made. Actual outcomes and results may differ materially from what is expressed, implied, and forecasted by forward-looking statements and any or all of Energy Services’ forward-looking statements may turn out to be wrong. The accuracy of such statements can be affected by inaccurate assumptions and by known or unknown risks and uncertainties.
All the forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements or that are otherwise included in this report. In addition, Energy Services does not undertake and expressly disclaims any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or otherwise.
Company Overview
Energy Services of America Corporation (“Energy Services” or the “Company”), formed in 2006, is a contractor and service company that operates primarily in the mid-Atlantic and central regions of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. For the gas industry, the Company is primarily engaged in the construction, replacement and repair of natural gas pipelines and storage facilities for utility companies and private natural gas companies. Energy Services is involved in the construction of both interstate and intrastate pipelines, with an emphasis on the latter. For the oil industry, the Company provides a variety of services relating to pipeline, storage facilities and plant work. For the power, chemical, and automotive industries, the Company provides a full range of electrical and mechanical installations and repairs including substation and switchyard services, site preparation, equipment setting, pipe fabrication and installation, packaged buildings, transformers, and other ancillary work with regards thereto. Energy Services’ other pipeline services include corrosion protection services, horizontal drilling services, liquid pipeline construction, pump station construction, production facility construction, water and sewer pipeline installations, various maintenance and repair services and other services related to pipeline construction. The Company has also added the ability to install broadband and solar electric systems and perform civil and general contracting services.
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
Kentucky American Water
West Virginia American Water
Various state, county and municipal public service districts.
19
The majority of the Company’s customers are in West Virginia, Virginia, Ohio, Pennsylvania, and Kentucky. However, the Company also performs work in other states including Alabama, Michigan, Illinois, Tennessee, North Carolina, and Indiana.
Energy Services’ sales force consists of industry professionals with significant relevant sales experience, who utilize industry contacts and available public data to determine how to market the Company’s line of products most appropriately. The Company relies on direct contact between its sales force and customers’ engineering and contracting departments to obtain new business.
A substantial portion of the Company’s workforce are union members of various construction-related trade unions and are subject to separately negotiated collective bargaining agreements that expire at varying time intervals. The Company believes its relationship with its unionized workforce is good.
C.J. Hughes Construction Company, Inc. (“C.J. Hughes”), a wholly owned subsidiary of the Company, is a general contractor primarily engaged in pipeline construction for utility companies. Contractors Rental Corporation (“Contractors Rental”), a wholly owned subsidiary of C.J. Hughes, provides union building trade employees for projects managed by C.J. Hughes.
Nitro Construction Services, Inc. (“NCS”), a wholly owned subsidiary of C.J. Hughes, provides electrical, mechanical, HVAC/R, and fire protection services to customers primarily in the automotive, chemical, and power industries. 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. 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. Hughes, Nitro, and Contractors Rental construction personnel are union members of various related construction trade unions and are subject to collective bargaining agreements that expire at varying time intervals.
West Virginia Pipeline, Inc. (“West Virginia Pipeline” or “WVP”), a wholly owned subsidiary of Energy Services, operates as a gas and water distribution contractor primarily in southern West Virginia. The employees of West Virginia Pipeline are non-union and are managed independently of the Company’s union subsidiaries.
SQP Construction Group, Inc. (“SQP”), a wholly owned subsidiary of Energy Services, operates as a general contractor primarily in West Virginia. SQP engages in the construction and renovation of buildings and other civil construction projects for state and local government agencies and commercial customers. As a general contractor, SQP manages the overall construction project and subcontracts most of the work. The employees of SQP are non-union and are managed independently of the Company’s union subsidiaries.
Tri-State Paving & Sealcoating, Inc. (“TSP” or “Tri-State Paving”), a wholly owned subsidiary of Energy Services, completed the acquisition of substantially all the assets of Tri-State Paving & Sealcoating, LLC (“Tri-State Paving, LLC”) on April 29, 2022. Tri-State Paving 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. (“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, Tennessee, and Pennsylvania. The employees of RCS are non-union and are managed independently of the Company’s union subsidiaries.
Tribute Contracting & Consultants, Inc. (“Tribute” or “TCC”), a wholly owned subsidiary of Energy Services, was formed in October 2024 in connection with the acquisition of substantially all the assets of Tribute Contracting & Consultants, LLC (“Tribute LLC”). The acquisition of Tribute LLC closed on December 2, 2024. Tribute constructs water distribution and wastewater systems primarily for public municipalities in West Virginia, Ohio, and Kentucky. The employees of TCC are non-union and are managed independently of the Company’s union subsidiaries.
The Company’s website address is www.energyservicesofamerica.com.
20
Seasonality: Fluctuation of Results
Our revenues and results of operations can and usually are subject to seasonal variations. These variations are the result of weather, customer spending patterns, bidding seasons and holidays. The first quarter of the calendar year is typically the slowest in terms of revenues because inclement weather conditions cause delays in production and customers usually do not plan large projects during that time. While usually better than the first quarter, the second calendar year quarter often has some inclement weather which can cause delays in production, reducing the revenues the Company receives and/or increasing the production costs. The third and fourth calendar year quarters usually are less impacted by weather and usually have the largest number of projects underway. Many projects are completed in the fourth calendar year quarter and revenues are often impacted by customers seeking to either spend their capital budget for the year or scale back projects due to capital budget overruns.
In addition to the fluctuations discussed above, the pipeline industry can be highly cyclical, reflecting variances in capital expenditures in proportion to energy price fluctuations. As a result, our volume of business may be adversely affected by where our customers are in the cycle and thereby their financial condition as to their capital needs and access to capital to finance those needs.
Three months ended December 31, 2024 and 2023 Overview
The following is an overview of results from operations for the three months ended December 31, 2024 and 2023:
Three Months Ended | Three Months Ended | |||||
December 31, | December 31, | |||||
| 2024 |
| 2023 | |||
Revenue | $ | 100,646,114 | $ | 90,163,187 | ||
Cost of revenue |
| 90,382,532 |
| 79,324,226 | ||
Gross profit |
| 10,263,582 |
| 10,838,961 | ||
Selling and administrative expenses |
| 8,618,188 |
| 7,198,720 | ||
Income from operations |
| 1,645,394 |
| 3,640,241 | ||
Other income (expense) |
|
| ||||
Other nonoperating (expense) income |
| (48,262) |
| 75,001 | ||
Interest expense |
| (483,718) |
| (601,684) | ||
Gain (loss) on sale of equipment |
| 195,782 |
| (13,328) | ||
| (336,198) |
| (540,011) | |||
Income before income taxes |
| 1,309,196 |
| 3,100,230 | ||
Income tax expense |
| 455,463 |
| 1,058,035 | ||
Net income | 853,733 | 2,042,195 | ||||
Weighted average shares outstanding-basic |
| 16,585,334 |
| 16,567,185 | ||
Weighted average shares-diluted |
| 16,636,561 |
| 16,607,185 | ||
Earnings per share available to common shareholders | $ | 0.05 | $ | 0.12 | ||
Earnings per share-diluted available to common shareholders | $ | 0.05 | $ | 0.12 | ||
21
Results of Operations for the Three months Ended December 31, 2024 Compared to the Three months Ended December 31, 2023
Revenues. A table comparing the Company’s revenues for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 is below:
Three Months Ended |
|
|
| |||||||||||||
| December 31, 2024 |
| % of total |
| December 31, 2023 |
| % of total |
| Change |
| % Change |
| ||||
Gas & Water Distribution | $ | 31,300,009 | 23.3 | % | 17,082,895 | 18.9 | % | $ | 14,217,114 |
| 83.2 | % | ||||
Gas & Petroleum Transmission |
| 18,456,217 | 23.5 | % |
| 28,563,243 | 31.7 | % |
| (10,107,026) |
| -35.4 | % | |||
Electrical, Mechanical, & General |
| 50,889,888 | 53.2 | % |
| 44,517,049 | 49.4 | % | 6,372,839 |
| 14.3 | % | ||||
Total | $ | 100,646,114 | 100.0 | % | 90,163,187 | 100.0 | % | $ | 10,482,927 |
| 11.6 | % | ||||
Total revenues increased by $10.5 million to $100.6 million for the three months ended December 31, 2024, as compared to $90.2 million for the three months ended December 31, 2023. The increase was a result of $14.2 million and $6.4 million in increased work in the Gas & Water Distribution and Electrical, Mechanical, & General categories, respectively, partially offset by a $10.1 million decrease in Gas & Petroleum Transmission work for the three months ended December 31, 2024 as compared to the same period in 2023.
Gas & Water Distribution revenues totaled $31.3 million for the three months ended December 31, 2024, a $14.2 million increase from $17.1 million for the three months ended December 31, 2023. The revenue increase was primarily related to increased water distribution services performed during the three months ended December 31, 2024, as compared to the same period in 2023.
Gas & Petroleum Transmission revenues totaled $18.5 million for the three months ended December 31, 2024, a $10.1 million decrease from $28.6 million for the three months ended December 31, 2023. The revenue decrease was primarily due to more transmission work being completed by the end of fiscal year 2024 as compared to 2023 and less transmission work being competed in the first fiscal quarter of 2025 as compared to the same period in 2024.
Electrical, Mechanical, & General construction services revenues totaled $50.9 million for the three months ended December 31, 2024, a $6.4 million increase from $44.5 million for the three months ended December 31, 2023. The revenue increase was primarily related to an increase in general contracting and electrical services performed during the three months ended December 31, 2024, as compared to the same period in the prior year.
Cost of Revenues. A table comparing the Company’s costs of revenues for the three months ended December 31, 2024, compared to the three months ended December 31, 2023, is below:
Three Months Ended |
| |||||||||||||||
| December 31, 2024 |
| % of total |
| December 31, 2023 |
| % of total |
| Change |
| % Change |
| ||||
Gas & Water Distribution | $ | 26,136,503 | 28.9 | % | $ | 13,096,993 | 16.5 | % | $ | 13,039,510 |
| 99.6 | % | |||
Gas & Petroleum Transmission |
| 17,521,937 | 19.4 | % |
| 25,166,606 | 31.7 | % |
| (7,644,669) |
| -30.4 | % | |||
Electrical, Mechanical, & General |
| 46,050,004 | 51.0 | % |
| 41,055,133 | 51.8 | % |
| 4,994,871 |
| 12.2 | % | |||
Unallocated Shop Expense |
| 674,088 | 0.7 | % |
| 5,494 | 0.0 | % |
| 668,594 |
| 12,169.5 | % | |||
Total | $ | 90,382,532 | 100.0 | % | $ | 79,324,226 | 100.0 | % | $ | 11,058,306 |
| 13.9 | % | |||
Total cost of revenues increased by $11.1 million to $90.4 million for the three months ended December 31, 2024, as compared to $79.3 million for the three months ended December 31, 2023. The cost of revenues increase was the result of increased work in the Gas & Water Distribution and Electrical, Mechanical, & General business categories, partially offset by a decrease in Gas & Petroleum Transmission work.
Gas & Water Distribution cost of revenues totaled $26.1 million for the three months ended December 31, 2024, a $13.0 million increase from $13.1 million for the three months ended December 31, 2023. The cost of revenues increase was primarily related to increased water distribution services performed during the three months ended December 31, 2024, as compared to the same period in 2023.
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Gas & Petroleum Transmission cost of revenues totaled $17.5 million for the three months ended December 31, 2024, a $7.6 million decrease from $25.2 million for the three months ended December 31, 2023. The cost of revenues decrease for the three months ended December 31, 2024 was primarily due to more transmission work being completed by the end of fiscal year 2024 as compared to 2023 and less transmission work being competed in first fiscal year quarter of 2025 as compared to 2024. Additionally, Gas & Petroleum work was more impacted by inclement weather in the first fiscal quarter of 2025, as compared to the same period in the prior fiscal year. This resulted in less efficient production and more costs than expected.
Electrical, Mechanical, & General construction services cost revenues totaled $46.1 million for the three months ended December 31, 2024, a $5.0 million increase from $41.1 million for the three months ended December 31, 2023. The cost of revenues increase was primarily related to an increase in general contracting and electrical services performed during the three months ended December 31, 2024, as compared to the same period in the prior year.
Unallocated shop expenses totaled $674,000 for the three months ended December 31, 2024, a $669,000 increase from $5,000 for the three months ended December 31, 2023. The increase in unallocated shop expenses was primarily due to a decrease in the amount of internal equipment charged to projects for the three months ended December 31, 2024, as compared to the same period in the prior year.
Gross Profit (Loss). A table comparing the Company’s gross profit for the three months ended December 31, 2024, compared to the three months ended December 31, 2023, is below:
Three Months Ended | ||||||||||||||||
| December 31, 2024 |
| % of revenue |
| December 31, 2023 |
| % of revenue |
| Change |
| % Change |
| ||||
Gas & Water Distribution | $ | 5,163,506 | 16.5 | % | $ | 3,985,902 | 23.3 | % | $ | 1,177,604 | 29.5 | % | ||||
Gas & Petroleum Transmission |
| 934,280 | 5.1 | % |
| 3,396,637 | 11.9 | % |
| (2,462,357) | -72.5 | % | ||||
Electrical, Mechanical, & General |
| 4,839,884 | 9.5 | % |
| 3,461,916 | 7.8 | % |
| 1,377,968 | 39.8 | % | ||||
Unallocated Shop Expense |
| (674,088) |
| (5,494) |
| (668,594) | 12,169.5 | % | ||||||||
Total | $ | 10,263,582 | 10.2 | % | $ | 10,838,961 | 12.0 | % | $ | (575,379) | -5.3 | % | ||||
Total gross profit decreased by $575,000 to $10.3 million for the three months ended December 31, 2024, as compared to $10.8 million for the three months ended December 31, 2023. The decrease was primarily due to decreased profit in Gas & Petroleum Transmission work during the first quarter of fiscal year 2025, as compared to the same period in the prior year.
Gas & Water Distribution gross profit totaled $5.2 million for the three months ended December 31, 2024, a $1.2 million increase from $4.0 million for the three months ended December 31, 2023. The gross profit increase was primarily related to increased water distribution services performed during the three months ended December 31, 2024, as compared to the same period in 2023. However, the gross profit percentage decreased for the first quarter of fiscal year 2025, as compared to the prior fiscal year. This was primarily due to decreased volume and less efficient water-related paving services.
Gas & Petroleum Transmission gross profit totaled $934,000 for the three months ended December 31, 2024, a $2.5 million decrease from $3.4 million for the three months ended December 31, 2023. The gross profit decrease for the three months ended December 31, 2024 was primarily due to more transmission work being completed by the end of fiscal year 2024 as compared to 2023 and less transmission work being competed in first fiscal year quarter of 2025 as compared to 2024. Additionally, Gas & Petroleum work was more impacted by inclement weather in the first quarter of fiscal year 2025, as compared to the same period in the prior fiscal year. This resulted in less efficient production and more costs than expected.
Electrical, Mechanical, & General construction services gross profit totaled $4.8 million for the three months ended December 31, 2024, a $1.4 million increase from $3.5 million for the three months ended December 31, 2023. The gross profit increase was primarily related to an increase in general contracting and electrical services performed during the three months ended December 31, 2024, as compared to the same period in the prior fiscal year.
Gross loss attributable to unallocated shop expenses totaled ($674,000) for the three months ended December 31, 2024, a $669,000 increase from ($5,000) for the three months ended December 31, 2023. The increase in gross loss related to unallocated shop expenses was primarily due to a decrease in the amount of internal equipment charged to projects for the three months ended December 31, 2024, as compared to the same period in the prior year.
23
Selling and administrative expenses. Total selling and administrative expenses increased by $1.4 million to $8.6 million for the three months ended December 31, 2024, as compared to $7.2 million for the same period in the prior year. The increase was primarily related to additional personnel hired to secure and manage work for expected growth.
Other non-operating (expense) income. Other non-operating expenses totaled $48,000 for the three months ended December 31, 2024, as compared to $75,000 in non-operating income for the same period in the prior year. The change for the three months ended December 31, 2024, as compared to the same period in the prior year, was primarily related to a minor legal settlement received during the three months ended December 31, 2023 that recouped employee benefit costs expended in a prior period.
Interest expense. Interest expense totaled $484,000 for the three months ended December 31, 2024, a decrease of $118,000 from $602,000 for the same period in the prior year. The decrease was primarily due to less interest expense related to line of credit borrowings during the three months ended December 31, 2024, as compared to same period in the prior fiscal year.
Gain on sale of equipment. Gain on sale of equipment totaled $196,000 for the three months ended December 31, 2024, an increase of $209,000 from a loss of ($13,000) for the same period in the prior year. The Company sold certain underutilized or non-working pieces of equipment during the three months ended December 31, 2024, with no comparable sale occurring during the three months ended December 31, 2023.
Net income. Income before income taxes was $1.3 million for the three months ended December 31, 2024, as compared to $3.1 million for the same period in the prior year. The decrease was primarily related to the items mentioned above.
Income tax expense for the three months ended December 31, 2024, was $455,000 compared to $1.1 million for the same period in the prior year. The decrease in income tax expense was due to a decrease in taxable income during the three months ended December 31, 2024, as compared to the same period in the prior year.
Net income for the three months ended December 31, 2024, was $854,000, as compared to $2.0 million for the same period in the prior year.
Comparison of Financial Condition at December 31, 2024, and September 30, 2024
The Company had total assets of $192.1 million at December 31, 2024, an increase of $33.9 million from the prior fiscal year end balance of $158.2 million.
The Company had net property, plant and equipment of $53.3 million at December 31, 2024, an increase of $15.2 million from the prior fiscal year end balance of $38.1 million. The increase was due to $14.9 million in asset additions related to the Tribute acquisition, $3.1 million in other asset additions, partially offset by $2.6 million in depreciation and net equipment disposals of $300,000.
Accounts receivable, net of allowance for doubtful accounts, totaled $63.9 million at December 31, 2024, an increase of $7.8 million from the prior fiscal year end balance of $56.1 million. The increase was primarily due to the timing of cash collections and project invoicing since September 30, 2024 and $3.8 million in accounts receivable related to Tribute at December 31, 2024.
Cash and cash equivalents totaled $20.3 million at December 31, 2024, an increase of $7.4 million from the prior fiscal year end balance of $12.9 million. The increase was primarily due to a net $8.5 million provided by operating activities, and a net $21.7 million provided by financing activities, partially offset by a $20.8 million investment in the acquisition of Tribute and a net $2.0 million investment in equipment.
Retainage receivable totaled $15.2 million at December 31, 2024, an increase of $3.5 million from the prior fiscal year end balance of $11.7 million. The increase was primarily due to $2.9 million in retainage receivables related to Tribute at December 31, 2024.
Goodwill totaled $7.4 million at December 31, 2024, an increase of $3.3 million from the prior fiscal year end balance of $4.1 million. The increase was due to the acquisition of Tribute.
24
Other receivables totaled $2.8 million at December 31, 2024, an increase of $1.7 million from the prior fiscal year end balance of $1.0 million. The increase was primarily due to a $1.7 million receivable related to a working capital adjustment as part of the Tribute acquisition.
Intangible assets, net totaled $3.9 million at December 31, 2024, an increase of $869,000 from the prior fiscal year end balance of $3.1 million. The increase was primarily due to intangible assets acquired as part of the Tribute acquisition, partially offset by the amortization of intangible assets during the three months ended December 31, 2024.
Right-of-use assets totaled $2.6 million at December 31, 2024, an increase of $85,000 from the prior fiscal year end balance of $2.5 million. The increase was primarily due to an increase in leased vehicles, partially offset by the amortization of operating leases during the three months ended December 31, 2024.
Contract assets totaled $19.5 million at December 31, 2024, a decrease of $5.1 million from the prior fiscal year end balance of $24.6 million. The decrease was due to a difference in the timing of project billings at December 31, 2024, compared to September 30, 2024.
Prepaid expenses and other totaled $3.1 million at December 31, 2024, a decrease of $986,000 from the prior fiscal year end balance of $4.1 million. The decrease was primarily due to a decrease in prepaid insurance that was expensed during the three months ended December 31, 2024.
The Company had total liabilities of $131.0 million at December 31, 2024, an increase of $31.4 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 $49.3 million at December 31, 2024, an increase of $25.7 million from the prior fiscal year-end balance of $23.6 million. The increase was primarily due to $16.0 million related to financing the acquisition of Tribute and assumption of $3.8 million of Tribute equipment debt, $200,000 in additional equipment financing and $7.5 million in line of credit borrowings due by June 28, 2026, partially offset by $1.8 million in long-term debt payments.
Contract liabilities totaled $22.5 million at December 31, 2024, an increase of $5.5 million from the prior fiscal year end balance of $17.0 million. The increase was due to a difference in the timing of project billings at December 31, 2024, as compared to September 30, 2024.
Accounts payable totaled $26.8 million at December 31, 2024, an increase of $3.1 million from the prior fiscal year end balance of $23.7 million. The increase was due to the timing of accounts payable payments as compared to September 30, 2024 and $1.6 million in accounts payable for Tribute at December 31, 2024.
Income tax payable totaled $2.3 million at December 31, 2024, an increase of $98,000 from the prior fiscal year end balance of $2.2 million. The increase was primarily related to the taxable income generated during the three months ended December 31, 2024.
Current and long-term operating lease liabilities totaled $2.6 million at December 31, 2024, an increase of $85,000 from the prior fiscal year end balance of $2.5 million. The increase was primarily due to an increase in leased vehicles, partially offset by payments made during the three months ended December 31, 2024.
Lines of credit and short-term borrowings totaled $10.3 million at December 31, 2024, an increase of $25,000 from the prior fiscal year end balance. The increase was due to interest accrued on PPP Loans. Refer to Note 3 “Accounting for PPP Loans” in the accompanying consolidated financial statements for additional details.
Accrued expenses and other current liabilities totaled $10.3 million at December 31, 2024, a decrease of $3.6 million from the prior fiscal year end balance of $13.9 million. The decrease was due to the timing of accrued expense payments, as compared to September 30, 2024.
Deferred tax liabilities totaled $6.9 million at December 31, 2024, an increase of $378,000 from the prior fiscal year end balance of $6.5 million. The increase was primarily related to a $1.9 million increase related to bonus depreciation on equipment acquired, partially offset by a $1.5 million increase in federal and state NOL carryforwards.
25
Shareholders’ equity was $61.0 million at December 31, 2024, an increase of $2.3 million from the prior fiscal year end balance of $58.7 million. The increase was primarily due to net income of $854,000 for the three months ended December 31, 2024 and $2,000,000 in common stock issued as part of the Tribute acquisition, partially offset by a $501,000 declared quarterly dividend that was paid on January 2, 2025.
Liquidity and Capital Resources
Operating Line of Credit
On August 8, 2024, the Company renewed its $30.0 million line of credit with a maturity date of June 28, 2026. The interest rate on the line of credit is the “Wall Street Journal” Prime Rate (the index) with a floor of 4.99%.
The line of credit is limited to a borrowing base calculation as summarized below:
| December 31, 2024 |
| September 30, 2024 |
| |||
Eligible borrowing base | $ | 27,210,911 | $ | 25,089,446 | |||
Borrowed on line of credit |
| 12,000,000 |
| 4,500,000 | |||
Line of credit balance available | $ | 15,210,911 | $ | 20,589,446 | |||
Interest rate |
| 7.5 | % |
| 8.0 | % | |
The Company’s $12.0 million and $4.5 million line of credit borrowings are recorded as a long-term debt as of December 31, 2024 and September 30, 2024, respectively.
The financial covenants required by the Company’s lender are below:
| ● | Minimum tangible net worth of $28.0 million, |
| ● | Minimum traditional debt service coverage of 1.50x on a rolling twelve- month basis, |
| ● | Minimum current ratio of 1.20x, |
| ● | Maximum debt to tangible net worth ratio (“TNW”) of 2.75x, |
| ● | Each ratio and covenant shall be determined, tested, and measured as of each calendar quarter beginning June 30, 2023, |
| ● | The Company shall maintain a ratio of Maximum Senior Funded Debt (“SFD”) to Earnings before Interest, Taxes, Depreciation and Amortization (“EBDITA”) equal to or less than 3.5:1. SFD shall mean any funded debt or lease of the Company, other than subordinated debt. The covenant shall be tested quarterly, at the end of each fiscal quarter, with EBITDA based on the preceding four quarters. |
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 December 31, 2024. The Company projects to meet all covenant requirements for the next twelve months.
Paycheck Protection Program Loans
Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $13.1 million pursuant to the PPP Loans. In a special meeting held on April 27, 2020, the Board of Directors of the Company unanimously voted to return $3.3 million of the PPP Loans after discussing the financing needs of the Company and subsidiaries. That left the Company and subsidiaries with $9.8 million in PPP Loans to fund operations. During fiscal year 2021, the Company received notice that the SBA had granted forgiveness of the $9.8 million of PPP Loans and the SBA repaid the Lender in full. The forgiveness was recorded as other income for the fiscal year ended September 30, 2021.
26
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 audited financial statements of the Company for the fiscal years 2022 and 2021. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $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 as a whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.
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 December 31, 2024, the Company had made principal payments of $450,000. The loan is collateralized by the building purchased under this agreement. The note is currently held by Peoples Bank, Inc.
On December 31, 2020, West Virginia Pipeline Acquisition Company, later renamed West Virginia Pipeline, Inc., entered into a $3.0 million sellers’ note agreement with David and Daniel Bolton for the remaining purchase price of West Virginia Pipeline, Inc. For the purchase price allocation, the $3.0 million note had a fair value of $2.85 million. As part of the $6.35 million acquisition price, the Company paid $3.5 million in cash in addition to the note. The unsecured five-year term note requires annual payments of at least $500,000 with a fixed interest rate of 3.25% on the $3.0 million sellers’ note, which equates to 5.35% on the carrying value of the note. As of December 31, 2024, the Company had made annual installment payments of $2,500,000.
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 December 31, 2024, the Company had made principal payments of $2.5 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 December 31, 2024, the Company had made principal payments of $3.5 million.
On April 29, 2022, the Company entered into a $1.0 million promissory note agreement with Corns Enterprises, a related party, as partial consideration for the purchase of Tri-State Paving. David E. Corns continued his role as President of the Company’s Tri-State Paving Subsidiary. 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 December 31, 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
27
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 December 31, 2024, the Company had made principal payments of $1.2 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 December 31, 2024, the Company had borrowed $9.3 million against this line of credit and made $1.8 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 December 31, 2024 was $12.0 million with an interest rate of 7.5%.
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 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 December 31, 2024, the Company had not borrowed against this line of credit.
On December 2, 2024, the Company entered into a $16.0 million loan agreement with United Bank to finance the acquisition of Tribute. This six-year agreement has monthly payments of $272,000 including a fixed interest rate of 6.9%. As of December 31, 2024, the Company had not made any principal payments on this loan.
Operating 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 a one-year renewal and is evaluating the intent to renew for additional periods.
The Company has two right-of-use operating leases acquired on April 29, 2022, as part of the Tri-State Paving, LLC transaction. The first operating lease, for the Hurricane, West Virginia facility, had a net present value of $236,000 at inception, and a carrying value of $25,000 at December 31, 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 $105,000 at December 31, 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 Fleet Management, Inc. The Company had eighty vehicles on lease at December 31, 2024. The right-of-use operating lease has a carrying value of $2.4 million at December 31, 2024. Each vehicle leased under the master lease program has its own implicit rate ranging from 12.8% to 15.6%.
The Company leases office and shop space for Ryan Construction’s headquarters in Bridgeport, West Virginia. The Company renewed the lease for one year effective October 1, 2024 through September 30, 2025. The Company has only committed to a one-year renewal and is evaluating the intent to renew for additional periods.
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 $136,000 at December 31, 2024. The 7.75% interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.
28
Off-Balance Sheet Arrangements
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 in 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 reporting period due to equipment requirements on construction projects and the availability of Company owned equipment. Rental expense, which is included in cost of goods sold on the consolidated statements of income, was $5.0 million and $5.4 million, respectively, for the three months ended December 31, 2024 and 2023.
Letters of Credit
Certain 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 and vendors on various customer projects. At December 31, 2024, the Company did not have any letters of credit outstanding.
Performance Bonds
Some customers, particularly new ones or governmental agencies require the Company to post bid bonds, performance bonds and payment bonds (collectively, performance bonds). These performance bonds are obtained through insurance carriers and guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If the Company fails to perform under a contract or to pay subcontractors and vendors, the customer may demand that the insurer make payments or provide services under the bond. The Company must reimburse the insurer for any expenses or outlays it is required to make.
Currently, the Company has an agreement with a surety company to provide bonding which will suit the Company’s immediate needs. The ability to obtain bonding for future contracts is an important factor in the contracting industry with respect to the type and value of contracts that can be bid. 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 December 31, 2024, the Company had $90.3 million in performance bonds outstanding.
Concentration of Credit Risk
In the ordinary course of business, the Company grants credit under normal payment terms, generally without collateral, to our customers, which include natural gas and oil companies, general contractors, and various commercial and industrial customers located within the United States. Consequently, the Company is subject to potential credit risk related to business and economic factors that would affect these companies. However, the Company generally has certain statutory lien rights with respect to services provided. Under certain circumstances such as foreclosure, the Company may take title to the underlying assets in lieu of cash in settlement of receivables.
Please see the tables below for customers that represent 10.0% or more of the Company’s revenue for the three months ended December 31, 2024 and 2023:
| Three Months Ended | Three Months Ended |
| ||
December 31, | December 31, | ||||
Revenue |
| 2024 |
| 2023 |
|
TransCanada Corporation |
| * | 22.8 | % | |
NiSource and subsidiaries | 11.8 | % | 10.9 | % | |
All other |
| 88.2 | % | 66.3 | % |
Total |
| 100.0 | % | 100.0 | % |
*Less than 10.0% and included in “All other” if applicable
29
Please see the tables below for customers that represent 10.0% or more of the Company’s accounts receivable, net of retention at December 31, 2024 and September 30, 2024:
Accounts receivable, net of retention |
| at December 31, 2024 |
| at September 30, 2024 |
|
TransCanada Corporation |
| 14.2 | % | * | |
All other |
| 85.8 | % | 100.0 | % |
Total |
| 100.0 | % | 100.0 | % |
*Less than 10.0% and included in “All other” if applicable
Litigation
On November 12, 2021, the Company received a withdrawal liability claim from a pension plan to which the Company made pension contributions for union construction employees performing covered work in a particular jurisdiction. The Company has not performed covered work in their jurisdiction since 2011; however, the Company disagrees with the withdrawal claim and believes it is covered by an exemption under federal law. The demand called for thirty-four quarterly installment payments of $41,000 starting December 15, 2021. The Company must comply with the demand under federal pension law; however, the Company firmly believes no withdrawal liability exists. The Company is in negotiations with the pension fund to resolve the matter and all future payments have been suspended as part of the negotiation. The Company has expensed all $164,000 in payments made through September 30, 2022 and does not expect any future liabilities related to this claim. The Company did not make any payments during the three months ended December 31, 2024.
Other than described above, at December 31, 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 December 31, 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 December 31, 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 $25,000 at December 31, 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.
30
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. During the three months ended December 31, 2024 and 2023, the rental amounts were $53,000 and $19,000, respectively.
Other than mentioned above, there were no new material related party transactions entered into during the quarter ended December 31, 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.
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 costs increases in bids. Where allowed by contract, the Company will address fuel cost increases with customers. Significant inflation or supply chain issues could cause customers to delay or cancel planned projects; however, inflation did not have a significant effect on our results for the three months ended December 31, 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 goods and service is transferred to the customer. For Lump Sum and Unit Price contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost to cost”) method. For Cost Plus and Time and Material (“T&M”) contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward satisfaction of the performance obligation(s) using an output method. The 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; |
31
| ● | changes in productivity expectations; |
| ● | site conditions that differ from those assumed in the original bid; |
| ● | changes from original design on design-build projects; |
| ● | the availability and skill level of workers in the geographic location of the project; |
| ● | a change in the availability and proximity of equipment and materials; |
| ● | our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and |
| ● | the customer’s ability to properly administer the contract. |
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects could have a significant effect on our profitability.
Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. With the exception of customer affirmative claims, generally, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next three months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced.
Our contract liabilities consist of provisions for losses and billings in excess of costs and estimated earnings. Provisions for losses are recognized in the consolidated statements of income at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue. Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months.
The following table presents our costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings at December 31, 2024 and September 30, 2024:
| December 31, 2024 |
| September 30, 2024 | |||
Costs incurred on contracts in progress | $ | 405,966,162 | $ | 347,180,901 | ||
Estimated earnings, net of estimated losses |
| 64,498,114 |
| 59,349,378 | ||
| 470,464,276 |
| 406,530,279 | |||
Less billings to date |
| 473,494,330 |
| 398,885,475 | ||
$ | (3,030,054) |
| $ | 7,644,804 | ||
|
|
| ||||
Costs and estimated earnings in excess of billed on uncompleted contracts | $ | 19,499,892 | $ | 24,595,792 | ||
Less billings in excess of costs and estimated earnings on uncompleted contracts |
| 22,529,946 |
| 16,950,988 | ||
$ | (3,030,054) | $ | 7,644,804 | |||
Allowance for doubtful accounts
The Company provides an allowance for doubtful accounts when collection of an account is considered doubtful. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates relating to, among others, our customers’ access to capital, our customers’ willingness or ability to pay, general economic conditions and the ongoing relationship with the customers. While most of our customers are large well capitalized companies, should they experience material changes in their revenues and cash flows or incur other difficulties and not be able to pay the amounts owed, this could cause reduced cash flows and losses in excess of our current reserves.
32
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 December 31, 2024, the management review deemed that the allowance for doubtful accounts was adequate.
Please see the allowance for doubtful accounts table below as of and for the three months ended December 31, 2024 and as of fiscal year ended September 30, 2024:
| December 31, 2024 |
| September 30, 2024 | |||
Balance at beginning of period | $ | 738,526 | $ | 51,063 | ||
Charged to expense |
| — |
| 687,463 | ||
Deductions for uncollectible receivables written off, net of recoveries |
| (22,250) |
| — | ||
Balance at end of period | $ | 716,276 | $ | 738,526 | ||
Impairment of goodwill and intangible assets
The Company follows the guidance of Accounting Standards Codification (“ASC”) 350-20-35-3 “Intangibles-Goodwill and Other (Topic 350)” which requires a company to record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment. The Company did not have a goodwill impairment at December 31, 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:
Accumulated | Accumulated | Amortization | Amortization | |||||||||||||||||||||
Remaining Life | Amortization | Amortization | and Impairment | and Impairment | ||||||||||||||||||||
| (in months) at |
|
| and Impairment |
| and Impairment |
| Three Months |
| Three Months | Net Book Value |
| Net Book Value | |||||||||||
December 31 | at December 31, | at September 30, | Ended December 31, | Ended December 31, | at December 31, |
| at September 30, | |||||||||||||||||
Intangible assets: |
| 2024 |
| Original Cost |
| 2024 |
| 2024 |
| 2024 |
| 2023 |
|
| 2024 |
| 2024 | |||||||
|
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|
| ||||||||||||||||
West Virginia Pipeline: |
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|
|
|
| ||||||||||||||||
Customer relationships | 72 | $ | 2,209,724 | 883,875 | $ | 828,630 | 55,245 | 55,242 | $ | 1,325,849 |
| $ | 1,381,094 | |||||||||||
Tradename | 72 | 263,584 | 105,451 | 98,863 | 6,588 | 6,591 | 158,133 |
| 164,721 | |||||||||||||||
Non-competes | - | 83,203 | 83,203 | 83,203 | - | - | - |
| - | |||||||||||||||
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| |||||||||||||||||
Revolt Energy: |
|
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|
|
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|
|
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|
|
| |||||||||
Employment agreement/non-compete |
| - |
| 100,000 |
| 100,000 |
| 100,000 |
| - |
| - |
| - | - | |||||||||
|
|
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|
| |||||||||||||||||
Heritage Painting |
|
|
|
|
|
|
|
| ||||||||||||||||
Customer relationships | 54 | 121,100 | 12,108 | 6,054 | 6,054 | - | 108,992 | 115,046 | ||||||||||||||||
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Tri-State Paving: |
|
|
|
|
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|
|
| ||||||||||||||||
Customer relationships | 88 | 1,649,159 | 439,776 | 398,547 | 41,229 | 41,229 | 1,209,383 | 1,250,612 | ||||||||||||||||
Tradename | 88 | 203,213 | 54,190 | 49,110 | 5,080 | 5,080 | 149,023 | 154,103 | ||||||||||||||||
Non-competes | - | 39,960 | 39,960 | 39,960 | - | - | - | - | ||||||||||||||||
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| |||||||||||||||||
Tribute Contracting & Consultants |
|
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|
|
| ||||||||||||||||
Customer relationships | 59 | 500,000 | 8,333 | - | 8,333 | - | 491,667 | - | ||||||||||||||||
Tradename | 59 | 250,000 | 4,167 | - | 4,167 | - | 245,833 | - | ||||||||||||||||
Non-competes | 59 | 250,000 | 4,167 | - | 4,167 | - | 245,833 | - | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||
Total intangible assets |
| $ | 5,669,943 | $ | 1,735,230 | $ | 1,604,367 | $ | 130,863 | $ | 108,142 | $ | 3,934,713 | $ | 3,065,576 | |||||||||
Depreciation and Amortization
The purpose of depreciation and amortization is to represent an accurate value of assets on the books. Every year, as assets are used, their values are reduced on the balance sheet and expensed on the income statement. As depreciation and amortization are a noncash expense, the amount must be estimated. Each year a certain amount of depreciation and amortization is written off and the book value of the asset is reduced.
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.
33
Acquired intangible assets subject to amortization are amortized on a straight-line basis, which approximates the pattern in which the economic benefit of the respective intangible assets is realized, over their respective estimated useful lives. The definite-lived identifiable intangible assets recognized as part of the Company’s business combinations are initially recorded at their estimated fair value.
The Company’s depreciation expenses for the three months ended December 31, 2024 and 2023 were $2.6 million and $2.1 million, respectively. In general, depreciation is included in “cost of revenues” on the Company’s consolidated statements of income.
The Company’s amortization expenses for the three months ended December 31, 2024 and 2023 were $130,863 and $108,842, respectively. In general, amortization is included in “cost of revenues” on the Company’s consolidated statements of income.
Materially incorrect estimates of depreciation and amortization and/or the useful lives of assets could significantly impact the value of long-lived assets on the Company’s consolidated financial statements. A material overvaluation could result in impairment charges and reduced profitability for the Company.
Income Taxes
The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. The Company’s provision for income taxes is computed by applying a federal rate of 21.0% and a blended state rate of approximately 5.0% to 6.0% to taxable income or loss after consideration of non-taxable and non-deductible items.
The effective income tax rate for the three months ended December 31, 2024 was 34.8%, as compared to 34.1%, for the same period in 2023. Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income and non-deductible expenses.
Major items that can affect the effective tax rate include amortization of goodwill and intangible assets and non-deductible amounts for per diem expenses.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company had $6.5 million and $0 million of federal net operating loss carryforwards at December 31, 2024 and September 30, 2024, respectively. The Company had $30.4 million and $20.5 million of state net operating loss carryforwards at December 31, 2024 and September 30, 2024, respectively. The state net operating loss carryforwards begin to expire in 2025. The increases in federal and state NOL carryforwards were primarily due to a temporary difference resulting from bonus depreciation on equipment obtained as part of the Tribute acquisition.
The Company does not believe that it has any unrecognized tax benefits included in its consolidated financial statements that require recognition. The Company has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in general and administrative expenses.
Accounting for PPP Loans
The Company’s accounting for PPP loans reflects management’s best estimate of current and future amounts to be paid. The Company applies significant judgment regarding the determination of PPP loan forgiveness based on the rules established, and subsequently clarified by the SBA, including rules related to the Company’s affiliations and meeting SBA size standards.
Refer to Note 3 “Accounting for PPP Loans” in the accompanying consolidated financial statements for additional details.
34
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. ASU 2021-08 has not had a significant impact on the Company’s results of operations, financial position or cash flows.
On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The update also requires disclosure regarding the chief operating decision maker and expands the interim segment disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements.
Subsequent Events
On January 2, 2025, the Company paid a quarterly dividend of $0.03 per common share totaling $501,164.
Management has evaluated all subsequent events for accounting and disclosure. There have been no other material events during the period, other than noted above, that would either impact the results reflected in the report or the Company’s results going forward.
Outlook
The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially.
The Company is receiving significant bid opportunities for water and wastewater projects, natural gas transmission and distribution projects and electrical, mechanical, and general construction projects. The Company’s unaudited backlog at December 31, 2024, was $260.2 million, as compared to $185.9 million and $243.2 million at December 31, 2023, and September 30, 2024, respectively. While adding additional projects appears likely, no assurances can be given that the Company will be successful in bidding on projects that become available. Moreover, even if the Company obtains contracts, there can be no guarantee that the projects will go forward.
ITEM 3. Quantitative and Quantitative Disclosures About Market Risk
Not required for a smaller reporting company.
35
ITEM 4. Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that Energy Services of America Corporation files or submits under the Securities Exchange Act of 1934, is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There has been no change in Energy Services of America Corporation’s internal control over financial reporting during Energy Services of America Corporation’s first quarter of fiscal year 2025 that has materially affected, or is reasonably likely to materially affect, Energy Services of America Corporation’s internal control over financial reporting.
On December 2, 2024, The Company’s newly formed wholly owned subsidiary, Tribute Contracting & Consultants, Inc., acquired substantially all the assets of Tribute Contracting & Consultants, LLC. When a public company acquires another business, there is typically a one-year grace period before the acquired company needs to fully comply with Sarbanes-Oxley (SOX) regulations. This allows time to assess in the internal controls of the acquired company and integrate it into the acquiring company’s SOX compliance program.
36
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings
On November 12, 2021, the Company received a withdrawal liability claim from a pension plan to which the Company made pension contributions for union construction employees performing covered work in a particular jurisdiction. The Company has not performed covered work in their jurisdiction since 2011; however, the Company disagrees with the withdrawal claim and believes it is covered by an exemption under federal law. The demand called for thirty-four quarterly installment payments of $41,000 starting December 15, 2021. The Company must comply with the demand under federal pension law; however, the Company firmly believes no withdrawal liability exists. The Company is in negotiations with the pension fund to resolve the matter and all future payments have been suspended as part of the negotiation. The Company has expensed all $164,000 in payments made through September 30, 2022 and does not expect any future liabilities related to this claim. The Company did not make any payments during the three months ended December 31, 2024.
Other than described above, at December 31, 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 December 31, 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.
ITEM 1A. Risk Factors
Please see the information disclosed in the “Risk Factors” section of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on December 19, 2024. There have been no material changes to the risk factors since the filing of the Annual Report on Form 10-K.
ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
| (a) | There have been no unregistered sales of equity securities during the period covered by the report. |
| (b) | None. |
| (c) | The Company did not repurchase shares of its common stock during the three months ended December 31, 2024. |
ITEM 5. Other Information
During the first fiscal quarter of 2025, none of our directors or officers
37
ITEM 6. Exhibits
31.1 |
| |
|
| |
31.2 | ||
|
| |
32 | ||
|
| |
101.INS | XBRL Instance Document | |
|
| |
101.SCH | XBRL Taxonomy Extension Schema Document | |
|
| |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
|
| |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
|
| |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
|
| |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENERGY SERVICES OF AMERICA CORPORATION
Date: | February 10, 2025 | By: | /s/ Douglas V. Reynolds |
|
| Douglas V. Reynolds | |
|
| Chief Executive Officer | |
|
| ||
Date: | February 10, 2025 | By: | /s/ Charles P. Crimmel |
|
| Charles P. Crimmel | |
|
| Chief Financial Officer | |
39