What changed in this filing

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Item 1. Financial Statements

2023-04-26 compared with 2022-10-26 · 114 added, 248 removed, 460 unchanged (44% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

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

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

2023 December 31,

19 unchanged sentences

Total assets $ 1,360,237 $ 1,398,858

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

5 unchanged sentences

Current portion of accrued self-insurance 25,043 28,752

Accrued income taxes 1,084 2,021

Other current liabilities 68,463 79,918

8 unchanged sentences

Commitments and contingencies

Stockholders’ equity:

Shareholders’ equity:

Preferred stock—$ 0.01 par value per share;

4,000,000 authorized shares;

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

none issued and outstanding at March 31, 2023 and December 31, 2022

Common stock—$ 0.01 par value per share;

100,000,000 authorized shares;

16,607,373 and 16,870,636 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

16,699,201 and 16,563,767 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital 156,233 161,427

Accumulated other comprehensive income (loss) ( 7,599 ) 173

Accumulated other comprehensive loss ( 6,164 ) ( 6,300 )

Retained earnings 427,329 404,908

Total stockholders’ equity 535,877 519,102

Total liabilities and stockholders’ equity $ 1,329,956 $ 1,121,092

Total shareholders’ equity 577,565 560,200

Total liabilities and shareholders’ equity $ 1,360,237 $ 1,398,858

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

2 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

(in thousands, except per share data) 2023 2022

9 unchanged sentences

Interest expense ( 586 ) ( 451 )

Other income, net 223 69 2,485 190

Other expense, net ( 90 ) ( 15 )

Income before provision for income taxes 27,071 24,444

8 unchanged sentences

Net income $ 23,163 $ 20,688

Other comprehensive income (loss):

Other comprehensive income:

Foreign currency translation adjustment 136 1,651

Other comprehensive income (loss) ( 5,946 ) ( 589 ) ( 7,772 ) 77

Other comprehensive income 136 1,651

Total comprehensive income $ 23,299 $ 22,339

1 unchanged sentence

MYR GROUP INC.

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Preferred Common Stock Additional

Paid-In Accumulated

Comprehensive Retained MYR

Stockholders’ Noncontrolling

(in thousands) Stock Shares Amount Capital Income (Loss) Earnings Equity Interest Total

Comprehensive Retained

(in thousands) Stock Shares Amount Capital Income (Loss) Earnings Total

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

4 unchanged sentences

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

Stock issued - other — 1 — 12 — — 12 — 12

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

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

Net income — — — — — 23,171 23,171 — 23,171

Stock issued under compensation plans, net — 3 — 54 — — 54 — 54

Stock-based compensation expense — — — 1,915 — — 1,915 — 1,915

Other comprehensive loss — — — — ( 589 ) — ( 589 ) — ( 589 )

Balance at September 30, 2021 $ — 16,870 $ 168 $ 161,593 $ 100 $ 334,315 $ 496,176 $ 4 $ 496,180

Balance at December 31, 2022 $ — 16,564 $ 165 $ 161,427 $ ( 6,300 ) $ 404,908 $ 560,200

5 unchanged sentences

Balance at March 31, 2023 $ — 16,699 $ 167 $ 156,233 $ ( 6,164 ) $ 427,329 $ 577,565

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

Net income — — — — — 18,436 18,436 — 18,436

Stock issued under compensation plans, net — — — 26 — — 26 — 26

Stock-based compensation expense — — — 2,178 — — 2,178 — 2,178

Settlement of stock repurchase program — ( 117 ) ( 1 ) ( 1,111 ) — ( 8,787 ) ( 9,899 ) — ( 9,899 )

Other comprehensive loss — — — — ( 5,946 ) — ( 5,946 ) — ( 5,946 )

Balance at September 30, 2022 $ — 16,607 $ 166 $ 159,784 $ ( 7,599 ) $ 383,526 $ 535,877 $ — $ 535,877

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

1 unchanged sentence

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

September 30,

Three months ended

(in thousands) 2023 2022

24 unchanged sentences

Cash flows from financing activities:

Net borrowings under revolving lines of credit 57,748 —

Borrowings under equipment notes 24,187 —

Borrowings under revolving lines of credit 9,242 78,331

Repayments under revolving lines of credit ( 22,157 ) ( 33,138 )

Payment of principal obligations under equipment notes ( 1,980 ) —

1 unchanged sentence

Proceeds from exercise of stock options 20 4

Repurchase of common stock ( 31,654 ) —

Payments related to tax withholding for stock-based compensation ( 7,936 ) ( 6,791 )

Other financing activities — 11

Net cash flows provided by (used in) financing activities ( 23,113 ) 37,969

Effect of exchange rate changes on cash 30 790

Net increase (decrease) in cash and cash equivalents ( 46,325 ) 50,338

Net decrease in cash and cash equivalents ( 4,001 ) ( 63,360 )

Cash and cash equivalents:

1 unchanged sentence

End of period $ 47,039 $ 18,732

Supplemental cash flow information:

Noncash financing activities:

Share repurchases not settled $ 1,712 $ —

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

8 unchanged sentences

T&D customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors.

T&D provides a broad range of services on electric transmission, distribution networks, substation facilities and clean energy projects include design, engineering, procurement, construction, upgrade, maintenance and repair services.

T&D provides a broad range of services on electric transmission, distribution networks, substation facilities, clean energy projects and electric vehicle charging infrastructure.

T&D services include design, engineering, procurement, construction, upgrade, maintenance and repair services.

C&I customers include general contractors, commercial and industrial facility owners, government agencies and developers.

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, 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

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The Company believes that the disclosures made are adequate to make the information presented not misleading.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations, comprehensive income, stockholders’ equity and cash flows with respect to the interim consolidated financial statements, have been included.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations, comprehensive income, shareholders’ equity and cash flows with respect to the interim consolidated financial statements, have been included.

Certain reclassifications were made to prior year amounts to conform to the current year presentation.

4 unchanged sentences

The Company accounts for investments in joint ventures using the proportionate consolidation method for income statement reporting and under the equity method for balance sheet reporting, unless the Company has a controlling interest causing the joint venture to be consolidated with equity owned by other joint venture partners recorded as noncontrolling interests.

As of March 31, 2023, the Company did not have a controlling interest in any current joint venture partnerships.

Under the proportionate consolidation method, joint venture activity is allocated to the appropriate line items found on the consolidated statements of operations in proportion to the percentage of participation the Company has in the joint venture.

13 unchanged sentences

Cumulative translation adjustments are included as a separate component of accumulated other comprehensive income (loss) in shareholders’ equity.

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 losses, recorded in other income, net, for the nine months ended September 30, 2022 were no t significant.

Foreign currency losses, recorded in other income, net, for the nine months ended September 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.

Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on short-term monetary assets and liabilities, and intercompany loans that are not deemed long-term investment accounts are recorded in the “other expense, net” line on the Company’s consolidated statements of operations.

Foreign currency gains, recorded in other expense, net, for the three months ended March 31, 2023 and 2022 were no t significant.

Foreign currency translation gains and losses, arising from intercompany loans that are deemed long-term investment accounts, are recorded in the foreign currency translation adjustment line on the Company’s consolidated statements of comprehensive income.

Use of Estimates

4 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 September 30, 2022 and 2021, the Company had recognized revenues of $ 23.9 million and $ 4.0 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 March 31, 2023 and December 31, 2022, the Company had recognized revenues of $ 25.2 million and $ 19.6 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 September 30, 2022, changes in estimates pertaining to certain projects decreased consolidated gross margin by 0.3 %, which resulted in decreases in operating income of $ 2.4 million, net income of $ 1.7 million and diluted earnings per common share of $ 0.10 .

During the nine months ended September 30, 2022, changes in estimates pertaining to certain projects did no t have a significant impact on gross margin and resulted in increases in operating income of $ 0.3 million, net income of $ 0.1 million and diluted earnings per common share of $ 0.01 .

During the three months ended September 30, 2021, changes in estimates pertaining to certain projects increased consolidated gross margin by 1.4 %, which resulted in increases in operating income of $ 8.2 million, net income of $ 5.9 million and diluted earnings per common share of $ 0.35 .

During the nine months ended September 30, 2021, changes in estimates pertaining to certain projects increased consolidated gross margin by 0.4 %, which resulted in increases in operating income of $ 7.2 million, net income of $ 5.2 million and diluted earnings per common share of $ 0.30 .

During the three months ended March 31, 2023, changes in estimates pertaining to certain projects decreased consolidated gross margin by 0.6 %, which resulted in decreases in operating income of $ 5.1 million, net income of $ 3.6 million and diluted earnings per common share of $ 0.21 .

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 .

Recent Accounting Pronouncements

2 unchanged sentences

The Company considers the applicability and impact of all ASUs.

The Company, based on its assessment, determined that any recently issued or proposed ASUs not listed below are either not applicable to the Company or adoption will have minimal impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements

In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.

Under the new guidance the acquirer is required to recognize contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if the acquirer had originated the contracts.

The update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted, including in an interim period, for any period for which financial statements have not yet been issued.

However, adoption in an interim period other than the first fiscal quarter requires an entity to apply the new guidance to all prior business combinations that have occurred since the beginning of the annual period in which the new guidance is adopted.

The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements or disclosures.

Powerline Plus Ltd

On January 4, 2022, the Company acquired all issued and outstanding shares of capital stock of Powerline Plus Ltd.

and its affiliate PLP Redimix Ltd.

(collectively, the “Powerline Plus Companies"), a full-service electrical distribution construction company based in Toronto, Ontario.

Consideration paid, funded through a combination of cash on hand and borrowings under the Facility (as defined below), including $ 0.1 million of net asset and other adjustments, was $ 110.7 million, net of cash acquired.

Additionally, the acquisition includes contingent earn-out consideration that may be payable if the Powerline Plus Companies achieve certain performance targets over a three-year post-acquisition period.

As of the acquisition date, the fair value of the contingent earn-out consideration was $ 0.9 million.

The future payout of the contingent earn-out consideration, if any, is unlimited and could be significantly higher than the acquisition date fair value.

If the minimum thresholds of the performance targets are achieved the contingent earn-out consideration payment will be approximately $ 16.4 million.

Changes in contingent earn-out consideration, subsequent to the acquisition, of approximately $ 0.5 million were recorded in other income, for the three and nine months ended September 30, 2022.

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

During the three and nine months ended September 30, 2022, the Company recognized approximately $ 0.2 million and $ 0.4 million, respectively, of acquisition-related costs associated with this acquisition.

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

The contracts were valued at fair value at the acquisition date, causing no margin guarantee estimate or adjustments for fair value.

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 no t significant for the three and nine months ended September 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 preliminary allocation of the opening balance sheet as of the date of the Powerline Plus Companies acquisition through September 30, 2022:

(in thousands) January 4, 2022 acquisition date (initial estimates) Measurement

Adjustments January 4, 2022 acquisition date (as adjusted through September 30, 2022)

Cash paid $ 114,429 $ — $ 114,429

Contingent consideration - fair value at acquisition date 10,608 ( 9,743 ) 865

Net asset and other adjustments 563 ( 479 ) 84

Total consideration, net of estimated net asset adjustments 125,600 ( 10,222 ) 115,378

Acquired cash ( 3,853 ) — ( 3,853 )

Total consideration less cash acquired, net of net asset and other adjustments $ 121,747 $ ( 10,222 ) $ 111,525

Cash and cash equivalents $ 3,853 $ — $ 3,853

Accounts receivable 12,131 ( 52 ) 12,079

Contract assets, net 12,443 148 12,591

Refundable income taxes 394 482 876

Prepaid expenses and other current assets 1,233 ( 121 ) 1,112

Property and equipment 10,366 1,577 11,943

Operating lease right-of-use assets 6,631 — 6,631

Intangible assets — 49,735 49,735

Accounts payable ( 8,095 ) ( 466 ) ( 8,561 )

Contract liabilities ( 1,597 ) ( 95 ) ( 1,692 )

Current portion of operating lease obligations ( 1,224 ) — ( 1,224 )

Current portion of finance lease obligations ( 1,492 ) — ( 1,492 )

Deferred income tax liabilities ( 1,358 ) ( 13,991 ) ( 15,349 )

Operating lease obligations, net of current maturities ( 4,897 ) — ( 4,897 )

Finance lease obligations, net of current maturities ( 3,243 ) — ( 3,243 )

Net identifiable assets and liabilities 25,145 37,217 62,362

Unallocated intangible assets 56,650 ( 56,650 ) —

Total acquired assets and liabilities 81,795 ( 19,433 ) 62,362

Goodwill $ 43,805 $ 9,211 $ 53,016

The following table summarizes the estimated fair values of identifiable intangible assets and the related weighted average amortization periods as of the acquisition date of the Powerline Plus Companies.

Estimated Fair Value at Acquisition Date Weighted Average Amortization Period at Acquisition Date

(in thousands) (in years)

Amortizable Intangible Assets

Customer relationships $ 39,757 15.0

Backlog 4,007 1.0

Total amortizable intangible assets 43,764 14.9

Indefinite-lived Intangible Assets

Trade name 5,971 Indefinite

Total intangible assets $ 49,735

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 nine months ended September 30, 2022, the Company recorded certain measurement period adjustments related to various working capital, property and equipment, intangible asset 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.

No synergies were anticipated in the acquisition as the Powerline Plus Companies will function as an individual business within the Company’s operating structure.

The Company will finalize the allocation of the purchase price once the final review of third-party valuations is completed.

A portion of the goodwill will be tax deductible per applicable Canadian Revenue Authority regulations.

The Company, based on its assessment, determined that any recently issued or proposed ASUs are either not applicable to the Company or will have minimal impact on its consolidated financial statements when adopted.

Contract Assets and Liabilities

2 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 $ 0.5 million as of September 30, 2022 and $ 0.4 million as of December 31, 2021.

The allowance for doubtful accounts associated with contract assets was $ 0.5 million as of March 31, 2023 and December 31, 2022, respectively.

Contract assets consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2023 December 31,

2 unchanged sentences

Contract assets, net $ 332,516 $ 300,615 $ 31,901

The Company’s consolidated balance sheets present contract liabilities which contain deferred revenue and an accrual for contracts in a loss provision.

The Company’s consolidated balance sheets present contract liabilities that contain deferred revenue and an accrual for contracts in a loss provision.

Contract liabilities consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2023 December 31,

3 unchanged sentences

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

(in thousands) September 30,

(in thousands) March 31,

2023 December 31,

1 unchanged sentence

Contract liabilities ( 220,754 ) ( 227,055 ) 6,301

Net contract assets (liabilities) $ 135,803 $ 57,144 $ 78,659

Net contract assets $ 111,762 $ 73,560 $ 38,202

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 $ 42.1 million and $ 101.1 million for the three and nine months ended September 30, 2022, respectively.

The amounts of revenue recognized in the period that were included in the opening contract liability balances were $ 13.8 million and $ 98.0 million for the three and nine months ended September 30, 2021, respectively.

The amounts of revenue recognized in the period that were included in the opening contract liability balances were $ 60.2 million and $ 17.9 million for the three months ended March 31, 2023 and 2022, respectively.

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

(in thousands) September 30,

(in thousands) March 31,

2023 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) September 30,

(in thousands) March 31,

2023 December 31,

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

At March 31, 2023, 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.

The Company may exercise some of these purchase options when the need for equipment is on-going and the purchase option price is attractive.

The Company may exercise some of these purchase options when the need for equipment is ongoing and the purchase option price is attractive.

Leases are accounted for as operating or finance leases, depending on the terms of the lease.

The following is a summary of the lease-related assets and liabilities recorded:

September 30,

2023 December 31,

11 unchanged sentences

The following is a summary of the lease terms and discount rates:

September 30,

2023 December 31,

5 unchanged sentences

(in thousands) Three months ended

September 30, Nine months ended

September 30,

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:

Nine months ended September 30,

Three months ended March 31,

(in thousands) 2023 2022

3 unchanged sentences

Right-of-use asset obtained in exchange for new operating lease obligations $ 1,616 $ 4,392

Right-of-use asset obtained in exchange for new finance lease obligations $ 510 $ —

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 September 30, 2022 were as follows:

(in thousands) Finance

14 unchanged sentences

Long-term finance and operating lease obligations $ 2,039 $ 19,435 $ 21,474

The financing component for finance lease obligations represents the interest component of finance leases that will be recognized as interest expense in future periods.

The financing component for operating lease obligations represents the effect of discounting the lease payments to their present value.

1 unchanged sentence

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

As of September 30, 2022, the minimum lease payments required under these leases totaled $ 7.7 million, which are due over the next 4.3 years.

As of March 31, 2023, the minimum lease payments required under these leases totaled $ 6.4 million, which are due over the next 3.8 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 September 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 September 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 September 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 September 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 represents 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.

As of March 31, 2023 and December 31, 2022, the Company determined that the carrying value of cash and cash equivalents approximated fair value based on Level 1 inputs.

As of March 31, 2023 and December 31, 2022, the fair value of the Company’s long-term debt and finance lease obligations was based on Level 2 inputs.

The Company’s long-term debt was based on variable and fixed interest rates at March 31, 2023 and December 31, 2022, 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 value of the Company’s finance lease obligations also approximated fair value.

As of March 31, 2023, the fair value of the Company’s contingent earn-out consideration liability associated with the acquisition of Powerline Plus Ltd.

and its affiliate PLP Redimix Ltd.

(collectively, the “Powerline Plus Companies") was based on Level 3 inputs.

The contingent earn-out consideration recorded represents the estimated fair value 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.

The fair value of this contingent earn-out consideration liability will be evaluated on an ongoing basis by management.

1 unchanged sentence

Significant changes in any of these assumptions could result in a significantly higher or lower potential liability.

As of the acquisition date, the fair value of the contingent earn-out consideration was $ 0.9 million.

As of March 31, 2023 and December 31, 2022, the fair value of the contingent earn-out consideration was $ 0.2 million.

The future payout of the contingent earn-out consideration, if any, is unlimited and could be significantly higher than the acquisition date fair value.

If the minimum thresholds of the performance targets are achieved the contingent earn-out consideration payment will be approximately $ 16.6 million.

There were no changes in contingent earn-out consideration during the three months ended March 31, 2023 and 2022.

Any changes in contingent earn-out consideration are recorded in other income.

The table below reflects the Company’s total debt, including borrowings under its credit agreement and master loan agreements for equipment notes:

4 unchanged sentences

Balance as of

September 30, 2022

March 31, 2023

Balance as of

6 unchanged sentences

Other equipment note 4/11/2022 4.55 % Monthly 5 52 55

25,658 27,638

Total debt 25,658 40,553

3 unchanged sentences

On September 13, 2019, the Company entered into a five-year amended and restated credit agreement (the “Credit Agreement”) with a syndicate of banks led by JPMorgan Chase Bank, N.A.

and Bank of America, N.A, that provides for a $ 375 million facility (the “Facility”), subject to certain financial covenants as defined in the Credit Agreement, that may be used for revolving loans of which $ 150 million may be used for letters of credit.

and Bank of America, N.A.

that provides for a $ 375 million facility (the “Facility”), subject to certain financial covenants as defined in the Credit Agreement, that may be used for revolving loans of which $ 150 million may be used for letters of credit.

The Facility also allows for revolving loans and letters of credit in Canadian dollars and other currencies, up to the U.S.

7 unchanged sentences

or (2) Adjusted LIBO Rate (as defined in the Credit Agreement) plus an applicable margin ranging from 1.00 % to 1.75 %.

Once LIBOR is no longer available, the Company will amend the Credit Agreement to transition from LIBOR to the Secured Overnight Financing Rate (“SOFR”) or will elect the Alternate Base Rate.

The applicable margin is determined based on the Company’s consolidated leverage ratio (the “Leverage Ratio”), which is defined in the Credit Agreement as Consolidated Total Indebtedness (as defined in the Credit Agreement) divided by Consolidated EBITDA (as defined in the Credit Agreement).

2 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 nine months ended September 30, 2022 was 2.45 % per annum.

The weighted average interest rate on borrowings outstanding on the Facility for the three months ended March 31, 2023 was 5.70 % 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 September 30, 2022.

As of September 30, 2022, the Company had $ 57.7 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 $ 0.6 million as of September 30, 2022, related to the line of credit.

The Company was in compliance with all of its financial covenants under the Credit Agreement as of March 31, 2023.

As of March 31, 2023, the Company had no debt outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 11.7 million, which were almost entirely related to the Company's payment obligation under its insurance programs.

As of December 31, 2022, the Company had $ 12.9 million of debt outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 12.8 million, which were almost entirely related to the Company's payment obligation under its insurance programs.

The Company had remaining deferred debt issuance costs totaling $ 0.4 million as of March 31, 2023, 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.

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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 September 30, 2022, the Company had two Equipment Notes outstanding under the Master Loan Agreements that are collateralized by equipment and vehicles owned by the Company.

As of September 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 September 30, 2022:

As of March 31, 2023, the Company had two Equipment Notes outstanding under the Master Loan Agreements that are collateralized by equipment and vehicles owned by the Company.

As of March 31, 2023, 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 March 31, 2023:

(in thousands) Future

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Additional information related to the Company’s market types is provided in Note 10–Segment Information.

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

Three months ended September 30, 2022

T&D C&I Total

(dollars in thousands) Amount Percent Amount Percent Amount Percent

Fixed price $ 216,082 47.8 % $ 290,078 83.4 % $ 506,160 63.3 %

Unit price 127,121 28.1 27,597 7.9 154,718 19.3

T&E 108,811 24.1 30,159 8.7 138,970 17.4

$ 452,014 100.0 % $ 347,834 100.0 % $ 799,848 100.0 %

Three months ended September 30, 2021

T&D C&I Total

(dollars in thousands) Amount Percent Amount Percent Amount Percent

Fixed price $ 122,185 39.9 % $ 246,803 81.3 % $ 368,988 60.5 %

Unit price 83,200 27.1 21,567 7.1 104,767 17.2

T&E 101,161 33.0 35,266 11.6 136,427 22.3

$ 306,546 100.0 % $ 303,636 100.0 % $ 610,182 100.0 %

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

Nine months ended September 30, 2022

The components of the Company’s revenue by contract type for the three months ended March 31, 2023 and 2022 were as follows:

Three months ended March 31, 2023

T&D C&I Total

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$ 445,324 100.0 % $ 366,292 100.0 % $ 811,616 100.0 %

Nine months ended September 30, 2021

Three months ended March 31, 2022

T&D C&I Total

4 unchanged sentences

$ 364,856 100.0 % $ 271,768 100.0 % $ 636,624 100.0 %

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

Three months ended September 30, 2022 Three months ended September 30, 2021

The components of the Company’s revenue by market type for the three months ended March 31, 2023 and 2022 were as follows:

Three months ended March 31, 2023 Three months ended March 31, 2022

(dollars in thousands) Amount Percent Segment Amount Percent Segment

4 unchanged sentences

Total revenue $ 811,616 100.0 % $ 636,624 100.0 %

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

Nine months ended September 30, 2022 Nine months ended September 30, 2021

(dollars in thousands) Amount Percent Segment Amount Percent Segment

Transmission $ 735,707 34.3 % T&D $ 588,126 31.8 % T&D

Distribution 496,398 23.2 T&D 360,159 19.4 T&D

Electrical construction 912,481 42.5 C&I 903,956 48.8 C&I

Total revenue $ 2,144,586 100.0 % $ 1,852,241 100.0 %

Remaining Performance Obligations

As of September 30, 2022, the Company had $ 2.29 billion of remaining performance obligations.

As of March 31, 2023, the Company had $ 2.51 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 September 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 September 30, 2022

The following table summarizes the amount of remaining performance obligations as of March 31, 2023 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, 2023

(in thousands) Total Amount estimated to not be

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

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

The Company’s effective tax rate for the three and nine months ended September 30, 2022 was 29.4 % and 25.0 %, respectively, of pretax income compared to the effective tax rate for the three and nine months ended September 30, 2021 of 24.6 % and 25.9 %, respectively.

The difference between the U.S.

federal statutory tax rate and the Company’s effective tax rate for the three months ended September 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 nine months ended September 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.

federal statutory tax rate was 21 % for each of the three months ended March 31, 2023 and 2022.

The Company’s effective tax rate for the three months ended March 31, 2023 was 14.4 % of pretax income compared to the effective tax rate for the three months ended March 31, 2022 of 15.4 %.

The difference between the U.S.

federal statutory tax rate and the Company’s effective tax rate for the three and nine months ended September 30, 2021, 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 Company’s effective tax rate for the three months ended September 30, 2021 also benefited from a reversal of the global intangible low tax income (“GILTI”).

The Company had unrecognized tax benefits of approximately $ 0.5 million and $ 0.4 million as of September 30, 2022 and December 31, 2021, respectively, 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 three months ended March 31, 2023 and March 31, 2022, was primarily due to a favorable impact from stock compensation excess tax benefits partially offset by state income taxes, Canadian taxes and other permanent difference items.

The Company had unrecognized tax benefits of approximately $ 0.5 million as of March 31, 2023 and December 31, 2022, respectively, 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 and nine months ended September 30, 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 months ended March 31, 2023 and 2022.

The Company is subject to taxation in various jurisdictions.

4 unchanged sentences

Purchase Commitments

As of September 30, 2022, the Company had approximately $ 26.2 million in outstanding purchase orders for certain construction equipment, with cash payments scheduled to occur over the next seven months .

As of March 31, 2023, the Company had approximately $ 26.0 million in outstanding purchase orders for certain construction equipment, with cash payments scheduled to occur in 2023 and 2024.

Insurance and Claims Accruals

1 unchanged sentence

The deductible per occurrence for each line of coverage is up to $ 1.0 million, except for wildfire coverage, which has a deductible of $ 2.0 million.

The Company also maintains excess umbrella coverage providing higher layers of insurance coverage for losses that exhaust the limits of underlying coverage.

A layer of this umbrella coverage requires the Company to pay a portion of any loss within a certain loss range and our potential exposure for such losses is up to approximately $ 3.8 million.

The Company’s health benefit plans are subject to stop-loss limits of up to $ 0.2 million for qualified individuals.

5 unchanged sentences

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

As of September 30, 2022, an aggregate of approximately $ 1.78 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 $ 861.1 million as of September 30, 2022.

As of March 31, 2023, an aggregate of approximately $ 2.03 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 $ 733.3 million as of March 31, 2023.

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.

1 unchanged sentence

From time to time, pursuant to its service arrangements, the Company indemnifies its customers for claims related to the services it provides under those service arrangements.

These indemnification obligations may subject the Company to indemnity claims and liabilities and related litigation.

These indemnification obligations may subject the Company to indemnity claims, liabilities and related litigation.

The Company is not aware of any material unrecorded liabilities for asserted claims in connection with these indemnification obligations.

3 unchanged sentences

If a subsidiary withdraws from any of the multi-employer pension plans or if the plans were to otherwise become underfunded, the subsidiary could incur liabilities for additional contributions related to these plans.

Although the Company has been informed that the underfunding status of some of the multi-employer pension plans to which its subsidiaries contribute have been classified as “critical” status, the Company is not currently aware of any potential liabilities related to this issue.

Although the Company has been informed that the status of some multi-employer pension plans to which its subsidiaries contribute have been classified as “critical”, the Company is not currently aware of any potential liabilities related to this issue.

Litigation and Other Legal Matters

1 unchanged sentence

These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief.

The Company is routinely subject to other civil claims, litigation and arbitration, and regulatory investigations arising in the ordinary course of our business, as well as in respect of our divested businesses.

The Company is routinely subject to other civil claims, litigation and arbitration, and regulatory investigations arising in the ordinary course of our present business.

These claims, lawsuits and other proceedings include claims related to the Company’s current services and operations, as well as our historic operations.

With respect to all such lawsuits, claims and proceedings, the Company records reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

The Company does not believe that any of these proceedings, separately or in the aggregate, would be expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company does not believe that any of these proceedings, separately or in the aggregate, would be expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Stock-Based Compensation

The Company maintains two equity compensation plans under which stock-based compensation has been granted:

the 2017 Long-Term Incentive Plan (which was amended and restated as of April 23, 2020) (the “LTIP”) and the 2007 Long-Term Incentive Plan (as amended) (the “2007 Plan”).

Upon the adoption of the original LTIP in 2017, awards were no longer granted under the 2007 Plan.

The LTIP provides for grants of (a) incentive stock options qualified as such under U.S.

federal income tax laws, (b) stock options that do not qualify as incentive stock options, (c) stock appreciation rights, (d) restricted stock awards, (e) restricted stock units, (f) performance share awards, (g) phantom stock units, (h) stock bonuses, (i) dividend equivalents, and (j) any combination of such grants.

the 2017 Long-Term Incentive Plan (Amended and Restated as of April 23, 2020) (the “LTIP”) and the 2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014) (the “2007 LTIP”).

Upon the initial adoption of the LTIP in 2017, awards were no longer granted under the 2007 LTIP.

The LTIP was approved by our shareholders and provides for grants of (a) incentive stock options qualified as such under U.S.

federal income tax laws, (b) stock options that do not qualify as incentive stock options, (c) stock appreciation rights, (d) restricted stock awards, (e) restricted stock units, (f) performance awards, (g) phantom stock, (h) stock bonuses, (i) dividend equivalents, or (j) any combination of such grants.

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 nine months ended September 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 nine months ended September 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 nine months ended September 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 .

During the three months ended March 31, 2023, the Company granted time-vested stock awards covering 44,628 shares of common stock under the LTIP, which vest ratably over three years for employee awards, at a weighted average grant date fair value of $ 116.47 .

During the three months ended March 31, 2023, time-vested stock awards covering 53,389 shares of common stock vested at a weighted average grant date fair value of $ 53.85 .

During the three months ended March 31, 2023, the Company granted 32,994 performance share awards under the LTIP at target, which will cliff vest, if earned, on December 31, 2025, at a weighted average grant date fair value of $ 136.54 .

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 nine months ended September 30, 2022, plan participants exercised options to purchase 1,271 shares of the Company’s common stock with a weighted average exercise price of $ 23.34 .

During the three months ended March 31, 2023, plan participants exercised options to purchase 827 shares of the Company’s common stock with a weighted average exercise price of $ 24.68 .

During the three months ended March 31, 2023, 42 options expired.

As of March 31, 2023, the Company had no remaining outstanding and exercisable options and no awards outstanding under the 2007 Plan.

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.

13 unchanged sentences

The T&D segment provides a broad range of services on electric transmission and distribution networks and substation facilities which include design, engineering, procurement, construction, upgrade, maintenance and repair services with a particular focus on construction, maintenance and repair.

T&D services include the construction and maintenance of high voltage transmission lines, substations and lower voltage underground and overhead distribution systems and clean energy projects.

The T&D segment also provides emergency restoration services in response to hurricane, ice or other storm-related damage.

T&D services include the construction and maintenance of high voltage transmission lines, substations and lower voltage underground and overhead distribution systems, clean energy projects and electric vehicle charging infrastructure.

The T&D segment also provides emergency restoration services in response to hurricane, wildfire, ice or other damage.

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, roadway lighting and signalization.

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.

3 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

(in thousands) 2023 2022

10 unchanged sentences

The Company computes earnings per share using the treasury stock method.

Under the treasury stock method, basic earnings per share are computed by dividing net income available to stockholders by the weighted average number of common shares outstanding during the period, and diluted earnings per share are computed by dividing net income available to stockholders by the weighted average number of common shares outstanding during the period plus all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive.

Under the treasury stock method, basic earnings per share are computed by dividing net income available to shareholders by the weighted average number of common shares outstanding during the period, and diluted earnings per share are computed by dividing net income available to shareholders by the weighted average number of common shares outstanding during the period plus all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive.

Net income and the weighted average number of common shares used to compute basic and diluted earnings per share were as follows:

Three months ended

September 30, Nine months ended

September 30,

(in thousands, except per share data) 2023 2022

6 unchanged sentences

Diluted $ 1.38 $ 1.21

For the three and nine months ended September 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.

For the three months ended March 31, 2023 and 2022, 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.

The following table summarizes the shares of common stock underlying the Company’s unvested performance awards that were excluded from the calculation of dilutive securities:

The following table summarizes the shares of common stock underlying the Company’s unvested time-vested stock awards and performance awards that were excluded from the calculation of dilutive securities:

Three months ended

September 30, Nine months ended

September 30,

(in thousands) 2023 2022

Time-vested stock awards 45 36

Performance awards 33 32

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 nine months ended September 30, 2022, the Company repurchased 398,152 shares of its common stock under the Repurchase Program at a weighted-average price of $ 83.81 per share.

Additionally, during the nine months ended September 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 September 30, 2022, the Company had $ 41.6 million of remaining availability to repurchase shares of the Company’s common stock under the Repurchase Program.

During the three months ended March 31, 2023 the Company repurchased 76,150 shares of stock, for approximately $ 7.9 million, from its employees to satisfy tax obligations on shares vested under the LTIP.

On November 2, 2022, the Company announced that its Board of Directors had authorized a $ 75.0 million share repurchase program (the "Repurchase Program"), which became effective on November 8, 2022.

The Repurchase Program will expire on May 8, 2023, or when the authorized funds are exhausted, whichever is earlier.

During the three months ended March 31, 2023, the Company had no repurchases of its common stock under the Repurchase Program.

As of March 31, 2023, the Company had $ 75.0 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