What changed in this filing

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Item 1. Financial Statements

2022-07-27 compared with 2022-04-27 · 134 added, 70 removed, 543 unchanged (27% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) March 31,

(in thousands, except share and per share data) June 30,

2022 December 31,

41 unchanged sentences

4,000,000 authorized shares;

none issued and outstanding at March 31, 2022 and December 31, 2021

none issued and outstanding at June 30, 2022 and December 31, 2021

Common stock—$ 0.01 par value per share;

100,000,000 authorized shares;

16,995,250 and 16,870,636 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

16,723,583 and 16,870,636 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital 158,691 163,754

Accumulated other comprehensive income 1,824 173

Accumulated other comprehensive income (loss) ( 1,653 ) 173

Retained earnings 373,877 355,007

5 unchanged sentences

Three months ended

June 30, Six months ended

(in thousands, except per share data) 2022 2021 2022 2021

9 unchanged sentences

Interest expense ( 650 ) ( 678 ) ( 1,101 ) ( 1,153 )

Other income (expense), net ( 15 ) 41

Other income, net 2,277 80 2,262 121

Income before provision for income taxes 27,878 29,082 52,322 56,072

8 unchanged sentences

Net income $ 19,684 $ 21,219 $ 40,372 $ 41,147

Other comprehensive income:

Other comprehensive income (loss):

Foreign currency translation adjustment ( 3,477 ) 413 ( 1,826 ) 666

Other comprehensive income:

Other comprehensive income (loss) ( 3,477 ) 413 ( 1,826 ) 666

Total comprehensive income $ 16,207 $ 21,632 $ 38,546 $ 41,813

11 unchanged sentences

Stock-based compensation expense — — — 1,487 — — 1,487 — 1,487

Shares repurchased — ( 41 ) — ( 2,231 ) — ( 387 ) ( 2,618 ) — ( 2,618 )

Shares repurchased related to tax withholding for stock-based compensation — ( 41 ) — ( 2,231 ) — ( 387 ) ( 2,618 ) — ( 2,618 )

Other comprehensive income — — — — 253 — 253 — 253

1 unchanged sentence

Balance at March 31, 2021 — 16,817 168 157,995 276 290,021 448,460 4 448,464

Net income — — — — — 21,219 21,219 — 21,219

Stock issued under compensation plans, net — 60 1 318 — — 319 — 319

Stock-based compensation expense — — — 1,948 — — 1,948 — 1,948

Shares repurchased related to tax withholding for stock-based compensation — ( 10 ) ( 1 ) ( 637 ) — ( 96 ) ( 734 ) — ( 734 )

Other comprehensive income — — — — 413 — 413 — 413

Balance at June 30, 2021 $ — 16,867 $ 168 $ 159,624 $ 689 $ 311,144 $ 471,625 $ 4 $ 471,629

Balance at December 31, 2021 $ — 16,871 $ 168 $ 163,754 $ 173 $ 355,007 $ 519,102 $ — $ 519,102

2 unchanged sentences

Stock-based compensation expense — — — 1,624 — — 1,624 — 1,624

Shares repurchased — ( 69 ) — ( 6,124 ) — ( 667 ) ( 6,791 ) — ( 6,791 )

Shares repurchased related to tax withholding for stock-based compensation — ( 69 ) — ( 6,124 ) — ( 667 ) ( 6,791 ) — ( 6,791 )

Other comprehensive income — — — — 1,651 — 1,651 — 1,651

Balance at March 31, 2022 — 16,995 170 159,256 1,824 375,028 536,278 — 536,278

Net income — — — — — 19,684 19,684 — 19,684

Stock issued under compensation plans, net — 9 — — — — — — —

Stock-based compensation expense — — — 2,064 — — 2,064 — 2,064

Settlement of stock repurchase program — ( 280 ) ( 3 ) ( 2,629 ) — ( 20,835 ) ( 23,467 ) — ( 23,467 )

Other comprehensive loss — — — — ( 3,477 ) — ( 3,477 ) — ( 3,477 )

Balance at June 30, 2022 $ — 16,724 $ 167 $ 158,691 $ ( 1,653 ) $ 373,877 $ 531,082 $ — $ 531,082

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Six months ended

(in thousands) 2022 2021

25 unchanged sentences

Net borrowings under revolving lines of credit 51,395 —

Payment of principal obligations under equipment notes ( 516 ) ( 20,635 )

Payment of principal obligations under finance leases ( 880 ) ( 376 )

Proceeds from exercise of stock options 4 429

Repurchase of common stock ( 23,467 ) —

Payments related to tax withholding for stock-based compensation ( 6,791 ) ( 3,352 )

19 unchanged sentences

C&I provides a broad range of services, which include the design, installation, maintenance and repair of commercial and industrial wiring.

Typical C&I contracts cover electrical contracting services for airports, hospitals, data centers, hotels, stadiums, convention centers, clean energy projects, manufacturing plants, processing facilities, water/waste-water treatment facilities, mining facilities, intelligent transportation systems and roadway lighting.

Typical C&I contracts cover electrical contracting services for airports, hospitals, data centers, hotels, stadiums, commercial and industrial facilities, clean energy projects, manufacturing plants, processing facilities, water/waste-water treatment facilities, mining facilities, intelligent transportation systems, roadway lighting and signalization.

Basis of Presentation

28 unchanged sentences

Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on short-term monetary assets and liabilities, and ineffective long-term monetary assets and liabilities are recorded in the “other income (expense), net” line on the Company’s consolidated statements of operations.

Foreign currency gains and losses, recorded in other income, net, for the three months ended March 31, 2022 and 2021 were no t significant.

Foreign currency losses, recorded in other income, net, for the six months ended June 30, 2022 were no t significant.

Foreign currency losses, recorded in other income, net, for the six months ended June 30, 2021 were $ 0.1 million.

Effective foreign currency transaction gains and losses, arising primarily from long-term monetary assets and liabilities, are recorded in the foreign currency translation adjustment line on the Company’s consolidated statements of comprehensive income.

5 unchanged sentences

The Company estimates a cost accrual every quarter that represents costs incurred but not invoiced for services performed or goods delivered during the period, and estimates revenue from the contract cost portion of these accruals based on current gross margin rates to be consistent with its cost method of revenue recognition.

As of March 31, 2022 and 2021, the Company had recognized revenues of $ 11.4 million and $ 14.0 million, respectively, related to large change orders and/or claims that had been included as contract price adjustments on certain contracts, some of which are multi-year projects.

As of June 30, 2022 and 2021, the Company had recognized revenues of $ 12.5 million and $ 6.0 million, respectively, related to large change orders and/or claims that had been included as contract price adjustments on certain contracts, some of which are multi-year projects.

These change orders and/or claims are in the process of being negotiated in the normal course of business, and a portion of these recognized revenues had been included in multiple periods.

The cost-to-cost method of accounting requires the Company to make estimates about the expected revenue and gross profit on each of its contracts in process.

During the three months ended March 31, 2022, changes in estimates pertaining to certain projects increased consolidated gross margin by 0.5 %, which resulted in increases in operating income of $ 3.8 million, net income of $ 2.7 million and diluted earnings per common share of $ 0.16 .

During the three months ended March 31, 2021, changes in estimates pertaining to certain projects increased consolidated gross margin by 0.1 %, which resulted in increases in operating income of $ 0.6 million, net income of $ 0.4 million and diluted earnings per common share of $ 0.02 .

During the three months ended June 30, 2022, changes in estimates pertaining to certain projects decreased consolidated gross margin by 0.1 %, which resulted in decreases in operating income of $ 0.5 million, net income of $ 0.3 million and diluted earnings per common share of $ 0.02 .

During the six months ended June 30, 2022, changes in estimates pertaining to certain projects increased consolidated gross margin by 0.3 %, which resulted in increases in operating income of $ 3.7 million, net income of $ 2.5 million and diluted earnings per common share of $ 0.15 .

During the three months ended June 30, 2021, changes in estimates pertaining to certain projects increased consolidated gross margin by 0.8 %, which resulted in increases in operating income of $ 5.1 million, net income of $ 3.6 million and diluted earnings per common share of $ 0.21 .

During the six months ended June 30, 2021, changes in estimates pertaining to certain projects increased consolidated gross margin by 0.3 %, which resulted in increases in operating income of $ 3.9 million, net income of $ 2.7 million and diluted earnings per common share of $ 0.16 .

Recent Accounting Pronouncements

20 unchanged sentences

If the minimum thresholds of the performance targets are achieved the contingent earn-out consideration payment will be approximately $ 17.7 million.

There were no changes in contingent earn-out consideration, subsequent to the acquisition, for the three months ended March 31, 2022.

There were no changes in contingent earn-out consideration, subsequent to the acquisition, for the three and six months ended June 30, 2022.

The results of the Powerline Plus Companies is included in the Company’s consolidated financial statements beginning on the transaction date.

Approximately $ 0.1 million of acquisition-related costs associated with this acquisition were expensed by the Company during the three months ended March 31, 2022.

Approximately $ 0.2 million of acquisition-related costs associated with this acquisition were expensed by the Company during the three and six months ended June 30, 2022.

The purchase agreement also includes contingent consideration provisions for down-side margin guarantee adjustments based upon certain contract performance subsequent to the acquisition.

1 unchanged sentence

Unfavorable changes in contract estimates, such as modified costs to complete or change order recognition, will result in changes to these margin guarantee estimates.

Changes in margin guarantee adjustments on contracts, subsequent to the acquisition, were recorded in other income and were not significant for the three months ended March 31, 2022.

Changes in margin guarantee adjustments on contracts, subsequent to the acquisition, were recorded in other income and were no t significant for the three and six months ended June 30, 2022.

Future margin guarantee adjustments, if any, are expected to be recognized through 2022 and possibly in early 2023.

The following table summarizes the allocation of the opening balance sheet as of the date of the Powerline Plus Companies acquisition:

(in thousands) (as of acquisition date) January 4, 2022

The following table summarizes the allocation of the opening balance sheet as of the date of the Powerline Plus Companies acquisition through June 30, 2022:

(in thousands) (as of acquisition date) January 4, 2022 Measurement

Adjustments Acquisition Allocation June 30, 2022

Cash paid $ 114,429 $ — $ 114,429

24 unchanged sentences

The Company has developed preliminary estimates of fair value of the assets acquired and liabilities assumed for the purposes of allocating the purchase price.

During the three months ended June 30, 2022, the Company recorded certain measurement period adjustments related to various working capital and deferred tax accounts determined during our purchase price allocation procedures.

The goodwill to be recognized, which represents the excess of the purchase price over the net amount of the fair values assigned to assets acquired and liabilities assumed, is primarily attributable to the value of an assembled workforce and other non-identifiable assets.

7 unchanged sentences

The Company’s consolidated balance sheets present contract assets, which contain unbilled revenue and contract retainages associated with contract work that has been completed and billed but not paid by customers, pursuant to retainage provisions, that are generally due once the job is completed and approved.

The allowance for doubtful accounts associated with contract assets was $ 0.4 million as of March 31, 2022 and December 31, 2021.

The allowance for doubtful accounts associated with contract assets was $ 0.5 million as of June 30, 2022 and $ 0.4 million as of December 31, 2021.

Contract assets consisted of the following:

(in thousands) March 31,

(in thousands) June 30,

2022 December 31,

4 unchanged sentences

Contract liabilities consisted of the following:

(in thousands) March 31,

(in thousands) June 30,

2022 December 31,

3 unchanged sentences

The following table provides information about contract assets and contract liabilities from contracts with customers:

(in thousands) March 31,

(in thousands) June 30,

2022 December 31,

3 unchanged sentences

The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing of the Company’s billings in relation to its performance of work.

The amounts of revenue recognized in the period that were included in the opening contract liability balances were $ 17.9 million and $ 41.4 million for the three months ended March 31, 2022 and 2021, respectively.

The amounts of revenue recognized in the period that were included in the opening contract liability balances were $ 25.8 million and $ 58.6 million for the three and six months ended June 30, 2022, respectively.

The amounts of revenue recognized in the period that were included in the opening contract liability balances were $ 22.3 million and $ 73.9 million for the three and six months ended June 30, 2021, respectively.

The net asset position for contracts in process consisted of the following:

(in thousands) March 31,

(in thousands) June 30,

2022 December 31,

3 unchanged sentences

The net asset position for contracts in process is included within the contract asset and contract liability in the accompanying consolidated balance sheets as follows:

(in thousands) March 31,

(in thousands) June 30,

2022 December 31,

5 unchanged sentences

These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities, vehicles and equipment rather than purchasing them.

The Company’s leases have remaining terms ranging from one to eight years , some of which may include options to extend the leases for up to five years , and some of which may include options to terminate the leases within one year .

The Company’s leases have remaining terms ranging from one to seven years , some of which may include options to extend the leases for up to five years , and some of which may include options to terminate the leases within one year .

Currently, all the Company’s leases contain fixed payment terms.

1 unchanged sentence

Additionally, all of the Company's month-to-month leases are cancelable, by the Company or the lessor, at any time and are not included in our right-of-use asset or liability.

At March 31, 2022, the Company had several leases with residual value guarantees.

At June 30, 2022, the Company had several leases with residual value guarantees.

Typically, the Company has purchase options on the equipment underlying its long-term leases and many of its short-term rental arrangements.

22 unchanged sentences

(in thousands) Three months ended

June 30, Six months ended

2022 2021 2022 2021

Finance lease cost:

5 unchanged sentences

The following is a summary of other information and supplemental cash flow information related to finance and operating leases:

Three months ended March 31,

Six months ended June 30,

(in thousands) 2022 2021

3 unchanged sentences

Right-of-use asset obtained in exchange for new operating lease obligations $ 17,647 $ 4,387

The future undiscounted minimum lease payments, as reconciled to the discounted minimum lease obligation indicated on the Company’s consolidated balance sheets, under financial leases, less interest, and under operating leases, less imputed interest, as of March 31, 2022 were as follows:

Right-of-use asset obtained in exchange for new finance lease obligations $ 543 $ —

(in thousands) Finance

17 unchanged sentences

The terms and rental rates of these leases are at or below market rental rates.

As of March 31, 2022, the minimum lease payments required under these leases totaled $ 8.7 million, which are due over the next 4.8 years.

As of June 30, 2022, the minimum lease payments required under these leases totaled $ 7.9 million, which are due over the next 4.5 years.

Fair Value Measurements

4 unchanged sentences

and Level 3 (the lowest priority), defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of March 31, 2022 and December 31, 2021, the Company determined that the carrying value of cash and cash equivalents approximated fair value based on Level 1 inputs.

As of March 31, 2022 and December 31, 2021, the fair values of the Company’s long-term debt and finance lease obligations were based on Level 2 inputs.

The Company’s long-term debt was based on variable and fixed interest rates at March 31, 2022 and December 31, 2021, for new issues with similar remaining maturities, and approximated carrying value.

As of June 30, 2022 and December 31, 2021, the Company determined that the carrying value of cash and cash equivalents approximated fair value based on Level 1 inputs.

As of June 30, 2022 and December 31, 2021, the fair values of the Company’s long-term debt and finance lease obligations were based on Level 2 inputs.

The Company’s long-term debt was based on variable and fixed interest rates at June 30, 2022 and December 31, 2021, for new issues with similar remaining maturities, and approximated carrying value.

In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying values of the Company’s finance lease obligations also approximated fair value.

As of March 31, 2022, the fair values of the Company’s contingent earn-out consideration liability associated with the acquisition of the Powerline Plus Companies was based on Level 3 inputs.

As of June 30, 2022, the fair values of the Company’s contingent earn-out consideration liability associated with the acquisition of the Powerline Plus Companies was based on Level 3 inputs.

The contingent earn-out consideration recorded represent the estimated fair values of future amounts potentially payable to the former owners of the acquired Powerline Plus Companies and was initially determined using a Monte Carlo simulation valuation methodology based on probability-weighted performance projections and other inputs, including a discount rate and an expected volatility factor.

8 unchanged sentences

Balance as of

March 31, 2022

June 30, 2022

Balance as of

4 unchanged sentences

Equipment Note 8 12/27/2019 2.75 % Semi-annual 5 3,987 4,503

Other equipment note 4/11/2022 4.55 % Monthly 5 64 —

Total debt 55,446 4,503

17 unchanged sentences

The Credit Agreement restricts certain types of payments when the Company’s consolidated Leverage Ratio exceeds 2.50 or the Company's consolidated Liquidity (as defined in the Credit Agreement) is less than $ 50 million.

The weighted average interest rate on borrowings outstanding on the Facility for the three months ended March 31, 2022 was 1.34 % per annum.

The weighted average interest rate on borrowings outstanding on the Facility for the six months ended June 30, 2022 was 1.67 % per annum.

Under the Credit Agreement, the Company is subject to certain financial covenants and is limited to a maximum consolidated Leverage Ratio of 3.0 and a minimum interest coverage ratio of 3.0 , which is defined in the Credit Agreement as Consolidated EBITDA (as defined in the Credit Agreement) divided by interest expense (as defined in the Credit Agreement).

The Credit Agreement also contains covenants including limitations on asset sales, investments, indebtedness and liens.

The Company was in compliance with all of its financial covenants under the Credit Agreement as of March 31, 2022.

As of March 31, 2022, the Company had $ 45.2 million of debt outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 12.3 million, which are almost entirely related to the Company's payment obligation under its insurance programs.

The Company was in compliance with all of its financial covenants under the Credit Agreement as of June 30, 2022.

As of June 30, 2022, the Company had $ 51.4 million of debt outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 13.3 million, which are almost entirely related to the Company's payment obligation under its insurance programs.

As of December 31, 2021, the Company had no debt outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 12.3 million, which are almost entirely related to the Company's payment obligation under its insurance programs.

The Company had remaining deferred debt issuance costs totaling $ 0.8 million as of March 31, 2022, related to the line of credit.

The Company had remaining deferred debt issuance costs totaling $ 0.7 million as of June 30, 2022, related to the line of credit.

As permitted, debt issuance costs have been deferred and are presented as an asset within other assets, which is amortized as interest expense over the term of the line of credit.

Equipment Notes

The Company has entered into Master Equipment Loan and Security Agreements (the “Master Loan Agreements”) with multiple banks.

The Master Loan Agreements may be used for the financing of equipment between the Company and the lending banks pursuant to one or more equipment notes ("Equipment Note").

The Company has entered into Master Equipment Loan and Security Agreements (the “Master Loan Agreements”) with multiple finance companies.

The Master Loan Agreements may be used for the financing of equipment between the Company and the lenders pursuant to one or more equipment notes ("Equipment Note").

Each Equipment Note executed under the Master Loan Agreements constitutes a separate, distinct and independent financing of equipment and a contractual obligation of the Company, which may contain prepayment clauses.

As of March 31, 2022, the Company had one Equipment Note outstanding under the Master Loan Agreements that is collateralized by equipment and vehicles owned by the Company.

The following table sets forth our remaining principal payments for the Company’s outstanding Equipment Note as of March 31, 2022:

As of June 30, 2022, the Company had one Equipment Note outstanding under the Master Loan Agreements that is collateralized by equipment and vehicles owned by the Company.

As of June 30, 2022, the Company had one other equipment note outstanding that is collateralized by a vehicle owned by the Company.

The following table sets forth our remaining principal payments for all of the Company’s outstanding equipment notes as of June 30, 2022:

(in thousands) Future

23 unchanged sentences

Additional information related to the Company’s market types is provided in Note 11–Segment Information.

The components of the Company’s revenue by contract type for the three months ended March 31, 2022 and 2021 were as follows:

Three months ended March 31, 2022

The components of the Company’s revenue by contract type for the three months ended June 30, 2022 and 2021 were as follows:

Three months ended June 30, 2022

T&D C&I Total

4 unchanged sentences

$ 415,235 100.0 % $ 292,879 100.0 % $ 708,114 100.0 %

Three months ended March 31, 2021

Three months ended June 30, 2021

T&D C&I Total

4 unchanged sentences

$ 326,831 100.0 % $ 322,742 100.0 % $ 649,573 100.0 %

The components of the Company’s revenue by market type for the three months ended March 31, 2022 and 2021 were as follows:

Three months ended March 31, 2022 Three months ended March 31, 2021

The components of the Company’s revenue by contract type for the six months ended June 30, 2022 and 2021 were as follows:

Six months ended June 30, 2022

T&D C&I Total

(dollars in thousands) Amount Percent Amount Percent Amount Percent

Fixed price $ 343,838 44.1 % $ 462,259 81.9 % $ 806,097 59.9 %

Unit price 221,930 28.4 32,735 5.8 254,665 19.0

T&E 214,323 27.5 69,653 12.3 283,976 21.1

$ 780,091 100.0 % $ 564,647 100.0 % $ 1,344,738 100.0 %

Six months ended June 30, 2021

T&D C&I Total

(dollars in thousands) Amount Percent Amount Percent Amount Percent

Fixed price $ 309,488 48.2 % $ 486,883 81.1 % $ 796,371 64.1 %

Unit price 175,289 27.3 36,910 6.2 212,199 17.1

T&E 156,962 24.5 76,527 12.7 233,489 18.8

$ 641,739 100.0 % $ 600,320 100.0 % $ 1,242,059 100.0 %

The components of the Company’s revenue by market type for the three months ended June 30, 2022 and 2021 were as follows:

Three months ended June 30, 2022 Three months ended June 30, 2021

(dollars in thousands) Amount Percent Segment Amount Percent Segment

4 unchanged sentences

Total revenue $ 708,114 100.0 % $ 649,573 100.0 %

The components of the Company’s revenue by market type for the six months ended June 30, 2022 and 2021 were as follows:

Six months ended June 30, 2022 Six months ended June 30, 2021

(dollars in thousands) Amount Percent Segment Amount Percent Segment

Transmission $ 471,685 35.1 % T&D $ 422,173 34.0 % T&D

Distribution 308,406 22.9 T&D 219,566 17.7 T&D

Electrical construction 564,647 42.0 C&I 600,320 48.3 C&I

Total revenue $ 1,344,738 100.0 % $ 1,242,059 100.0 %

Remaining Performance Obligations

As of March 31, 2022, the Company had $ 2.28 billion of remaining performance obligations.

As of June 30, 2022, the Company had $ 2.31 billion of remaining performance obligations.

The Company’s remaining performance obligations include projects that have a written award, a letter of intent, a notice to proceed or an agreed upon work order to perform work on mutually accepted terms and conditions.

The following table summarizes the amount of remaining performance obligations as of March 31, 2022 that the Company expects to be realized and the amount of the remaining performance obligations that the Company reasonably estimates will not be recognized within the next twelve months.

Remaining Performance Obligations at March 31, 2022

The following table summarizes the amount of remaining performance obligations as of June 30, 2022 that the Company expects to be realized and the amount of the remaining performance obligations that the Company reasonably estimates will not be recognized within the next twelve months.

Remaining Performance Obligations at June 30, 2022

(in thousands) Total Amount estimated to not be

3 unchanged sentences

Total $ 2,312,584 $ 626,694 $ 1,677,898

The Company expects a vast majority of the remaining performance obligations to be recognized within twenty-four months, although the timing of the Company’s performance is not always under its control.

The Company expects the vast majority of the remaining performance obligations to be recognized within twenty-four months, although the timing of the Company’s performance is not always under its control.

Additionally, the difference between the remaining performance obligations and backlog is due to the exclusion of a portion of the Company’s MSAs under certain contract types from the Company’s remaining performance obligations as these contracts can be canceled for convenience at any time by the Company or the customer without considerable cost incurred by the customer.

1 unchanged sentence

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

federal statutory tax rate was 21 % for each of the three months ended March 31, 2022 and 2021.

The Company’s effective tax rate for the three months ended March 31, 2022 was 15.4 % of pretax income compared to the effective tax rate for the three months ended March 31, 2021 of 26.2 %.

federal statutory tax rate was 21 % for each of the three and six months ended June 30, 2022 and 2021.

The Company’s effective tax rate for the three and six months ended June 30, 2022 was 29.4 % and 22.8 %, respectively, of pretax income compared to the effective tax rate for the three and six months ended June 30, 2021 of 27.0 % and 26.6 %, respectively.

The difference between the U.S.

federal statutory tax rate and the Company’s effective tax rate for the three months ended March 31, 2022, was primarily due to a favorable impact from stock compensation excess tax benefits partially offset by state income taxes, foreign earnings and other permanent difference items.

federal statutory tax rate and the Company’s effective tax rate for the three months ended June 30, 2022, was primarily due to state income taxes, foreign earnings and other permanent difference items.

The difference between the U.S.

federal statutory tax rate and the Company’s effective tax rate for the three months ended March 31, 2021, was primarily due to state income taxes and foreign earnings and the associated impact of the global intangible low tax income (“GILTI”) and other permanent difference items, partially offset by a favorable impact from stock compensation excess tax benefits.

The Company had unrecognized tax benefits of approximately $ 0.4 million as of March 31, 2022 and December 31, 2021, which were included in other liabilities in the accompanying consolidated balance sheets.

federal statutory tax rate and the Company’s effective tax rate for the six months ended June 30, 2022, was primarily due to state income taxes, foreign earnings and other permanent difference items partially offset by a favorable impact from stock compensation excess tax benefits.

The difference between the U.S.

federal statutory tax rate and the Company’s effective tax rate for the three and six months ended June 30, 2021, was primarily due to state income taxes and foreign earnings and the associated impact of the global intangible low tax income ("GILTI") and other permanent difference items, partially offset by a favorable impact from stock compensation excess tax benefits.

The Company had unrecognized tax benefits of approximately $ 0.4 million as of June 30, 2022 and December 31, 2021, which were included in other liabilities in the accompanying consolidated balance sheets.

The Company’s policy is to recognize interest and penalties related to income tax liabilities as a component of income tax expense in the consolidated statements of operations.

The amount of interest and penalties charged to income tax expense related to unrecognized tax benefits was no t significant for the three months ended March 31, 2022 and 2021.

The amount of interest and penalties charged to income tax expense related to unrecognized tax benefits was no t significant for the three and six months ended June 30, 2022 and 2021.

The Company is subject to taxation in various jurisdictions.

4 unchanged sentences

Purchase Commitments

As of March 31, 2022, the Company had approximately $ 17.2 million in outstanding purchase orders for certain construction equipment, with cash payments scheduled to occur over the next nine months .

As of June 30, 2022, the Company had approximately $ 14.3 million in outstanding purchase orders for certain construction equipment, with cash payments scheduled to occur over the next seven months .

Insurance and Claims Accruals

10 unchanged sentences

The Company has indemnified its sureties for any expenses paid out under these bonds.

As of March 31, 2022, an aggregate of approximately $ 1.46 billion in original face amount of bonds issued by the Company’s sureties were outstanding.

The Company estimated the remaining cost to complete these bonded projects was approximately $ 579.7 million as of March 31, 2022.

As of June 30, 2022, an aggregate of approximately $ 1.74 billion in original face amount of bonds issued by the Company’s sureties were outstanding.

The Company estimated the remaining cost to complete these bonded projects was approximately $ 742.3 million as of June 30, 2022.

From time to time, the Company guarantees the obligations of wholly owned subsidiaries, including obligations under certain contracts with customers, certain lease agreements, and, in some states, obligations in connection with obtaining contractors’ licenses.

22 unchanged sentences

The Company has outstanding grants of non-qualified stock options, time-vested stock awards in the form of restricted stock units and internal metric-based and market-based performance stock units.

During the three months ended March 31, 2022, the Company granted time-vested stock awards covering 35,659 shares of common stock under the LTIP, which vest ratably over three years , at a weighted average grant date fair value of $ 99.22 .

During the three months ended March 31, 2022, time-vested stock awards covering 64,133 shares of common stock vested at a weighted average grant date fair value of $ 38.66 .

During the three months ended March 31, 2022, the Company granted 31,603 performance share awards under the LTIP at target, which will cliff vest, if earned, on December 31, 2024, at a weighted average grant date fair value of $ 118.82 .

During the six months ended June 30, 2022, the Company granted time-vested stock awards covering 45,992 shares of common stock under the LTIP, which vest ratably over three years for employee awards and after one year for non-employee director awards, at a weighted average grant date fair value of $ 76.93 .

During the six months ended June 30, 2022, time-vested stock awards covering 73,373 shares of common stock vested at a weighted average grant date fair value of $ 42.47 .

During the six months ended June 30, 2022, the Company granted 31,603 performance share awards under the LTIP at target, which will cliff vest, if earned, on December 31, 2024, at a weighted average grant date fair value of $ 118.82 .

The number of shares ultimately earned under a performance award may vary from zero to 200 % of the target shares granted, based upon the Company’s performance compared to certain metrics.

1 unchanged sentence

Performance awards granted cliff vest following the performance period if the stated performance targets and minimum service requirements are attained and are paid in shares of the Company’s common stock.

During the three months ended March 31, 2022, plan participants exercised options to purchase 236 shares of the Company’s common stock with a weighted average exercise price of $ 17.48 .

During the six months ended June 30, 2022, plan participants exercised options to purchase 236 shares of the Company’s common stock with a weighted average exercise price of $ 17.48 .

The Company recognizes stock-based compensation expense related to restricted stock units based on the grant date fair value, which was the closing price of the Company’s stock on the date of grant.

17 unchanged sentences

Commercial and Industrial:

The C&I segment provides services such as the design, installation, maintenance and repair of commercial and industrial wiring, the installation of intelligent transportation systems and roadway lighting.

Typical C&I contracts cover electrical contracting services for airports, hospitals, data centers, hotels, stadiums, convention centers, clean energy projects, manufacturing plants, processing facilities, water/waste-water treatment facilities, mining facilities and transportation control and management systems.

Typical C&I contracts cover electrical contracting services for airports, hospitals, data centers, hotels, stadiums, commercial and industrial facilities, clean energy projects, manufacturing plants, processing facilities, water/waste-water treatment facilities, mining facilities and transportation control and management systems.

The C&I segment generally provides electric construction and maintenance services as a subcontractor to general contractors in the C&I industry, but also contracts directly with facility owners.

2 unchanged sentences

Three months ended

June 30, Six months ended

(in thousands) 2022 2021 2022 2021

13 unchanged sentences

Three months ended

June 30, Six months ended

(in thousands, except per share data) 2022 2021 2022 2021

6 unchanged sentences

Diluted $ 1.15 $ 1.24 $ 2.36 $ 2.41

For the three months ended March 31, 2022 and 2021, certain common stock equivalents were excluded from the calculation of dilutive securities because their inclusion would either have been anti-dilutive or, for stock options, the exercise prices of those stock options were greater than the average market price of the Company’s common stock for the period.

For the three and six months ended June 30, 2022 and 2021, certain common stock equivalents were excluded from the calculation of dilutive securities because their inclusion would either have been anti-dilutive or, for stock options, the exercise prices of those stock options were greater than the average market price of the Company’s common stock for the period.

All of the Company’s unvested time-vested stock awards were included in the computation of weighted average dilutive securities.

1 unchanged sentence

Three months ended

June 30, Six months ended

(in thousands) 2022 2021 2022 2021

1 unchanged sentence

Performance awards 32 17 32 17

Share Repurchases

On May 4, 2022, the Company announced that its Board of Directors had authorized a new $ 75.0 million share repurchase program (the "Repurchase Program").

The Repurchase Program was authorized by the Board of Directors on

May 3, 2022 and became effective on May 5, 2022.

The Repurchase Program will expire on November 7, 2022, or when the

authorized funds are exhausted, whichever is earlier.

During the six months ended June 30, 2022, the Company repurchased 280,907 shares of its common stock under the Repurchase Program at a weighted-average price of $ 83.54 per share.

Additionally, during the six months ended June 30, 2022 the Company repurchased 68,675 shares of stock, for approximately $ 6.8 million, from its employees to satisfy tax obligations on shares vested under the LTIP.

All of the shares repurchased were retired.

The shares repurchased resulted in no change to authorized shares and an increase to unissued shares.

As of June 30, 2022, the Company had $ 51.5 million of remaining availability to repurchase shares of the Company’s common stock under the Repurchase Program.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements