v3.26.1
ACQUISITIONS
6 Months Ended
Mar. 31, 2026
ACQUISITIONS.  
ACQUISITIONS

14.  ACQUISITIONS

Energy Services accounts for business combinations under the acquisition method in accordance with ASC Topic 805 “Business Combinations”. Accordingly, for the transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with ASC 805, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition date, Energy Services records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined.

On December 2, 2024, the Company completed the acquisition of substantially all the physical assets of Tribute Contracting & Consultants, LLC (“Tribute LLC”), an Ohio corporation located in South Point, Ohio for $21.2 million cash and $2.0 million in the Company’s common stock. 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 periods presented due to the lack of availability of meaningful financial statements of the acquired companies that comply with U.S. GAAP.

The Tribute LLC acquisition purchase price is allocated in the table below:

Considerations

  ​ ​ ​

Cash

$

21,158,981

Common stock issued

2,000,000

Total consideration

23,158,981

Assets acquired

Property and equipment

15,034,900

Accounts Receivable and Retainages acquired from seller

8,360,373

Contract assets acquired from seller

 

1,715,984

Receivable for cash due to buyer

 

1,708,846

Intangible assets

 

1,930,000

Total assets acquired

28,750,103

Liabilities assumed

Accounts payable assumed

 

(3,476,871)

Long-term debt assumed

 

(3,789,962)

Contract liabilities assumed

 

(681,013)

Total liabilities assumed

(7,947,846)

Net assets acquired

20,802,257

Goodwill recognized

$

2,356,724

On September 30, 2025, the Company completed the acquisition of substantially all the physical assets of Rigney Digital Systems Ltd. (“Rigney Digital”), a West Virginia corporation located in Hurricane, West Virginia for $3.0 million cash, $1.0 million in the Company’s common stock, and a five-year $500,000 sellers’ note. 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 periods presented due to the lack of availability of meaningful financial statements of the acquired companies that comply with U.S. GAAP.

The Rigney Digital acquisition purchase price is allocated in the table below:

Considerations

Cash

  ​ ​ ​

$

3,000,000

Common stock issued

1,000,000

Sellers’ note

500,000

Total consideration

4,500,000

Assets acquired

Property and equipment

130,865

Accounts Receivable acquired from seller

84,194

Intangible assets

964,000

Total assets acquired

1,179,059

Liabilities assumed

Long-term debt assumed

(100,585)

Total liabilities assumed

(100,585)

Net assets acquired

1,078,474

Goodwill recognized

$

3,421,526