What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-29 · 84 added, 155 removed, 239 unchanged (50% of the section changed)

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We believe legislative actions aimed at supporting infrastructure improvements in the United States may positively impact long-term demand and opportunity in both of our reporting segments, particularly in connection with electric power infrastructure, expansion of domestic manufacturing, and transportation spending.

However, we may experience unanticipated volatility associated with policy changes and tariffs.

However, we may experience unanticipated volatility associated with policy changes, tariffs and global relations.

Prolonged uncertainty in the business environment and higher inflation could also impact customer demand and our profitability.

We had consolidated revenues for the nine months ended September 30, 2025 of $2.68 billion, of which 54.8% was attributable to our T&D customers and 45.2% was attributable to our C&I customers.

Our consolidated revenues for the nine months ended September 30, 2024 were $2.53 billion.

For the nine months ended September 30, 2025, our net income and EBITDA (1) were $81.9 million and $168.5 million, respectively, compared to $14.3 million and $72.3 million, respectively, for the nine months ended September 30, 2024.

We believe there is an ongoing need for utilities to sustain investment in their transmission systems to improve reliability, reduce congestion, connect to new power generation sources and support future load growth.

Consequently, we believe that we will see continued bidding activity on large transmission projects going forward.

The timing of multi-year transmission project awards and substantial construction activity is difficult to predict due to regulatory requirements and the permitting needed to commence construction.

Significant construction on any large, multi-year projects awarded in the remainder of 2025 will not likely begin until 2026.

Bidding and construction activity for small to medium-size transmission projects and upgrades remains active, and we expect this trend to continue.

We believe there is a need for further investment by utilities on their distribution systems to properly maintain their systems or meet reliability requirements.

We continue to see strong activity in many of our electric distribution markets.

We believe the increased storm activity and destruction caused by wildfires will cause a push to strengthen utility distribution systems against catastrophic damage.

Distribution systems may also require upgrades to accommodate additional distributed energy resources and increased electrification.

We expect to see an increase in the distribution market opportunities during the rest of 2025.

We had consolidated revenues for the three months ended March 31, 2026 of $1.00 billion, of which 54.1% was attributable to our T&D customers and 45.9% was attributable to our C&I customers.

Our consolidated revenues for the three months ended March 31, 2025 were $833.6 million.

For the three months ended March 31, 2026, our net income and EBITDA (1) were $46.8 million and $81.5 million, respectively, compared to $23.3 million and $50.2 million, respectively, for the three months ended March 31, 2025.

We believe there is an ongoing need for utilities to sustain investment in their transmission and distribution systems to improve reliability, reduce congestion, connect to new power generation sources, support future load growth, and conduct proper maintenance.

We also believe the increased storm activity and destruction caused by wildfires will cause a push to strengthen transmission and distribution systems against catastrophic damage.

Transmission and distribution systems may also require upgrades to accommodate additional energy resources and increased electrification.

Consequently, we believe that we will see continued healthy bidding activity going forward.

The timing of multi-year transmission project awards, along with the related distribution systems and other substantial construction activity is difficult to predict due to regulatory requirements and the permitting needed to commence construction.

Any large, multi-year projects awarded in 2026 will not likely have a large impact on our 2026 results because significant construction activity would not occur until 2027 or later.

Bidding and construction activities for small to medium-size transmission projects and upgrades, along with distribution systems, remains active, and we expect this trend to continue.

(1) EBITDA is a non-GAAP measure.

Refer to “Non-GAAP Measure—EBITDA” for a discussion of this measure.

We believe the increasing demand for electricity associated with additional power requirements, driven by increased electrification associated with new technologies, including the emergence and adoption of artificial intelligence technologies as well as increased power needs connected to the reshoring of manufacturing, will require significant investment by our customers in both of our reporting segments.

Our C&I bidding opportunities remain strong and we believe we will see continued opportunities in the primary markets we serve such as data centers, transportation, health care, clean energy and warehousing.

In addition, the United States has experienced decades of underfunded economic expansion and aging infrastructure that have challenged the capacity of public water and transportation infrastructure forcing states and municipalities to seek creative means to fund needed expansion and repair.

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We expect the long-term growth in our C&I segment to generally track the overall growth of the regions we serve.

We continue to implement strategies that are designed to further expand our capabilities and effectively allocate capital.

We have maintained a strong balance sheet, while also supporting our organic growth with capital expenditures and working capital and repurchasing our shares.

On July 30, 2025, the Company announced that its Board of Directors had approved a new $75.0 million share repurchase program (the "Repurchase Program").

The Repurchase Program will expire on February 4, 2026, or when the authorized funds are exhausted, whichever is earlier.

The Repurchase Program replaced and superseded the Company’s prior $75.0 million repurchase program, under which the Company had exhausted substantially all of the available funds, and such prior repurchase program was terminated.

As of September 30, 2025, the Company had $75.0 million of funds available to repurchase shares of the Company’s common stock under the Repurchase Program.

During the nine months ended September 30, 2025, the Company repurchased 639,207 shares of its common stock under the prior repurchase program, at a weighted-average price of $117.33 per share.

We believe the borrowing availability under our $490 million revolving credit facility and future cash flow from operations will enable us to support the organic growth of our business, pursue acquisitions and opportunistically repurchase shares.

We have maintained a strong balance sheet, while also supporting our organic growth with capital expenditures, working capital and share repurchases.

We believe the borrowing availability under our $490 million revolving credit facility, cash on hand and future cash flow from operations will enable us to support the organic growth of our business, pursue acquisitions and opportunistically repurchase shares.

We continue to manage our increasing operating costs, including increasing insurance, equipment, labor and material costs.

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We refer to our estimated revenue on uncompleted contracts, including the amount of revenue on contracts for which work has not begun, less the revenue we have recognized under such contracts, as “backlog.” A customer’s intention to award us work under a fixed-price contract is not included in backlog unless there is an actual written award to perform a specific scope of work at specific terms and pricing.

For many of our unit-price, time-and-equipment, time-and-materials and cost plus contracts, we only include projected revenue for a three-month period in the calculation of backlog, although these types of contracts are generally awarded as part of master service agreements that typically have a one-year to three-year duration from execution.

Backlog may not accurately represent the revenues that we expect to realize during any particular period.

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Additional information related to our remaining performance obligations is provided in Note 6–Revenue Recognition in the accompanying notes to our Consolidated Financial Statements.

Our backlog was $2.66 billion at September 30, 2025, compared to $2.58 billion at December 31, 2024 and $2.60 billion at September 30, 2024.

Our backlog at September 30, 2025 increased $21.1 million from June 30, 2025.

Backlog in the T&D segment increased $2.5 million and C&I backlog increased $18.6 million compared to June 30, 2025.

Our backlog as of September 30, 2025 included our proportionate share of joint venture backlog totaling $166.0 million, compared to $172.9 million at June 30, 2025.

The following table summarizes that amount of our backlog that we believe to be firm as of the dates shown and the amount of our current backlog that we reasonably estimate will not be recognized within the next twelve months, and the amount estimated to be recognized after the next twelve months:

Backlog at September 30, 2025

Our backlog was $2.84 billion at March 31, 2026 compared to $2.64 billion at March 31, 2025.

Our backlog at March 31, 2026 increased $19.2 million from December 31, 2025.

Backlog in the T&D segment decreased $37.5 million and C&I backlog increased $56.7 million compared to December 31, 2025.

Our backlog as of March 31, 2026 included our proportionate share of joint venture backlog totaling $167.5 million, compared to $176.1 million at December 31, 2025.

The following table summarizes the amount of our backlog that we believe to be firm as of the dates shown and the amount of our current backlog that we reasonably estimate will not be recognized within the next twelve months, and the amount estimated to be recognized after the next twelve months:

Backlog at March 31, 2026

(in thousands) Total Amount estimated to be

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Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(dollars in thousands) Amount Percent Amount Percent Amount Percent Amount Percent

(dollars in thousands) Amount Percent Amount Percent

Contract revenues $ 1,000,380 100.0 % $ 833,620 100.0 %

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Interest expense (659) (0.1) (1,414) (0.2)

Other income (expense), net (297) (0.1) 112 — (1,130) — (421) —

Other expense, net (948) (0.1) (300) —

Income before provision for income taxes 64,025 6.4 32,767 3.9

1 unchanged sentence

Net income $ 46,800 4.7 % $ 23,308 2.8 %

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenues increased $62.4 million, or 7.0%, to $950.4 million for the three months ended September 30, 2025 from $888.0 million for the three months ended September 30, 2024.

The increase was primarily due to an increase of $40.8 million in C&I revenue, an increase of $16.3 million in revenue on transmission projects and an increase of $5.2 million in revenue on distribution projects.

Gross margin for the three months ended September 30, 2025 increased to 11.8% compared to 8.7% for the three months ended September 30, 2024.

The increase in gross margin was primarily due to significant changes in our estimated gross profit on certain projects resulting in a net gross margin decrease of 0.6% for the three months ended September 30, 2025, compared to a net gross margin decrease of 3.9% for the three months ended September 30, 2024.

During the three months ended September 30, 2025, significant estimate changes negatively impacted gross margin by 2.6%, largely related to an increase in costs associated with project inefficiencies, unfavorable change orders and inclement weather.

In addition, significant estimate changes in gross profit positively impacted gross margin by 2.0%, primarily related to better-than-anticipated productivity, favorable change orders and favorable job closeouts.

During the three months ended September 30, 2024, gross margin was primarily impacted by negative significant estimate changes in our estimated gross profit on certain T&D clean energy projects and a C&I project.

Gross profit was $111.9 million for the three months ended September 30, 2025 compared to $77.3 million for the three months ended September 30, 2024.

The increase of $34.6 million, or 44.8%, was due to higher margin and revenues.

Selling, general and administrative expenses (“SG&A”) were $65.9 million for the three months ended September 30, 2025 compared to $57.5 million for the three months ended September 30, 2024.

The period-over-period increase of $8.4 million was primarily due to an increase in employee incentive compensation costs and an increase in employee-related expenses to support future growth.

These increases were partially offset by $1.1 million of contingent compensation expense, related to a prior acquisition, recognized during the three months ended September 30, 2024, that did not recur.

Interest expense was $1.4 million for the three months ended September 30, 2025 compared to $2.0 million for the three months ended September 30, 2024.

The decrease was attributable to lower interest rates and lower average outstanding debt balances during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

Income tax expense was $12.6 million for the three months ended September 30, 2025, with an effective tax rate of 28.3%, compared to the income tax expense of $7.9 million for the three months ended September 30, 2024, with an effective tax rate of 42.5%.

The decrease in the tax rate for the three months ended September 30, 2025 was primarily due to lower permanent difference items mostly associated with deductibility limits of contingent compensation experienced in the prior year, as well as lower U.S.

taxes on Canadian income.

Net income was $32.1 million for the three months ended September 30, 2025 compared to net income of $10.6 million for the three months ended September 30, 2024.

The increase was primarily due to the reasons stated earlier.

Segment Results

The following table sets forth, for the periods indicated, statements of operations data by segment, segment net sales as percentage of total net sales and segment operating income as a percentage of segment net sales:

Three months ended September 30,

(dollars in thousands) Amount Percent Amount Percent

Contract revenues:

Transmission & Distribution $ 503,436 53.0 % $ 481,876 54.3 %

Commercial & Industrial 446,964 47.0 406,167 45.7

Total $ 950,400 100.0 % $ 888,043 100.0 %

Operating income:

Transmission & Distribution $ 41,461 8.2 % $ 17,568 3.6 %

Commercial & Industrial 28,583 6.4 20,309 5.0

Total 70,044 7.4 37,877 4.3

General Corporate (23,773) (2.5) (17,516) (2.0)

Consolidated $ 46,271 4.9 % $ 20,361 2.3 %

Transmission & Distribution

Revenues for our T&D segment for the three months ended September 30, 2025 were $503.4 million compared to $481.9 million for the three months ended September 30, 2024, an increase of $21.5 million, or 4.5%.

The increase in revenue was related to an increase of $16.3 million in revenue on transmission projects and an increase of $5.2 million in revenue on distribution projects.

Operating income for our T&D segment for the three months ended September 30, 2025 was $41.5 million, an increase of $23.9 million, from the three months ended September 30, 2024.

As a percentage of revenues, operating income for our T&D segment was 8.2% for the three months ended September 30, 2025 compared to 3.6% for the three months ended September 30, 2024.

The increase in operating income margin was driven by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin increase of 0.2% for the three months ended September 30, 2025, compared to a net operating income margin decrease of 5.0% for the three months ended September 30, 2024.

During the three months ended September 30, 2025, significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 2.2%, primarily related to favorable change orders and better-than-anticipated productivity.

These increases were partially offset by negative significant estimated gross profit changes totaling 2.0% and largely related to project inefficiencies, unfavorable change orders and inclement weather.

During the three months ended September 30, 2024, operating income margin was negatively impacted by significant estimated gross profit changes related to clean energy projects.

Commercial & Industrial

Revenues for our C&I segment for the three months ended September 30, 2025 were $447.0 million compared to $406.2 million for the three months ended September 30, 2024, an increase of $40.8 million, or 10.0%.

The increase in revenue was primarily related to an increase of $49.9 million in revenue on fixed priced contracts.

Operating income for our C&I segment for the three months ended September 30, 2025 was $28.6 million, an increase of $8.3 million, over the three months ended September 30, 2024.

As a percentage of revenues, operating income for our C&I segment was 6.4% for the three months ended September 30, 2025 compared to 5.0% for the three months ended September 30, 2024.

The increase in operating income margin was driven by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin decrease of 1.5% for the three months ended September 30, 2025, compared to a net operating income margin decrease of 2.6% for the three months ended September 30, 2024.

Significant estimated gross profit changes negatively impacted operating income as a percentage of revenues by 3.3%, primarily related to unfavorable change orders and an increase in costs associated with project inefficiencies.

These decreases were partially offset by positive significant estimated gross profit changes totaling 1.8% and largely related to better-than-anticipated productivity and favorable job closeouts.

During the three months ended September 30, 2024, operating income margin was negatively impacted by significant estimated gross profit changes primarily related to a single project.

Operating income margin for the three months ended September 30, 2024, was negatively impacted by contingent compensation expense related to a prior acquisition, that did not recur during the three months ended September 30, 2025.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Revenues increased $151.8 million or 6.0%, to $2.68 billion for the nine months ended September 30, 2025 from $2.53 billion for the nine months ended September 30, 2024.

The increase was primarily due to an increase of $110.9 million in C&I revenue, and an increase of $45.8 million in revenue on distribution projects, partially offset by a decrease of $4.9 million in revenue on transmission projects, primarily related to clean energy.

Gross margin for the nine months ended September 30, 2025 increased to 11.6% compared to 8.1% for the nine months ended September 30, 2024.

The increase in gross margin was primarily due to significant changes in our estimated gross profit on certain projects resulting in a net gross margin decrease of 1.3% for the nine months ended September 30, 2025, compared to a net gross margin decrease of 4.4% for the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, significant estimate changes negatively impacted gross margin by 2.3%, largely related to an increase in costs associated with labor and project inefficiencies and unfavorable change orders.

In addition, significant estimate changes in gross profit positively impacted gross margin by 1.0%, mainly related to better-than-anticipated productivity, favorable change orders and a favorable job closeout.

During the nine months ended September 30, 2024, gross margin was primarily impacted by negative significant estimate changes in our estimated gross profit on certain T&D clean energy projects and a C&I project.

Gross profit was $312.5 million for the nine months ended September 30, 2025 compared to $204.4 million for the nine months ended September 30, 2024.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Revenues increased $166.8 million, or 20.0%, to $1.00 billion for the three months ended March 31, 2026 from $833.6 million for the three months ended March 31, 2025.

The increase was primarily due to an increase of $87.6 million in C&I revenue and an increase of $79.2 million in T&D revenue.

See Segment Results below for additional information and discussion related to segment revenues.

Gross margin for the three months ended March 31, 2026 increased to 13.4% compared to 11.6% for the three months ended March 31, 2025.

The increase in gross margin was primarily due to a larger portion of our projects progressing at higher contractual margins, some of which are nearing completion, during the three months ended March 31, 2026.

Gross margin was also impacted by significant changes in our estimated gross profit on certain projects resulting in a net gross margin increase of 0.8% for the three months ended March 31, 2026, compared to a net gross margin decrease of 1.1% for the three months ended March 31, 2025.

During the three months ended March 31, 2026, significant estimate changes positively impacted gross margin by 3.2%, primarily related to better-than-anticipated productivity, favorable change orders and a favorable job closeout.

In addition, significant estimate changes in gross profit negatively impacted gross margin by 2.4% and largely related to an increase in costs associated with project inefficiencies on certain projects.

Gross profit was $134.4 million for the three months ended March 31, 2026 compared to $96.9 million for the three months ended March 31, 2025.

The increase of $37.5 million, or 38.7%, was due to higher margin and revenues.

SG&A expenses were $191.8 million for the nine months ended September 30, 2025 compared to $181.5 million for the nine months ended September 30, 2024.

Selling, general and administrative expenses were $69.4 million for the three months ended March 31, 2026 compared to $62.5 million for the three months ended March 31, 2025.

The period-over-period increase of $6.9 million was primarily due to an increase in employee incentive compensation costs and an increase in employee-related expenses to support future growth.

These increases were partially offset by $9.3 million of contingent compensation expense, related to a prior acquisition, recognized during the nine months ended September 30, 2024, that did not recur.

Gains from the sale of property and equipment for the nine months ended September 30, 2025 were $3.2 million compared to $4.7 million for the nine months ended September 30, 2024.

Gains from the sale of property and equipment are attributable to routine sales of property and equipment no longer useful or valuable to our ongoing operations.

Interest expense was $4.8 million for the nine months ended September 30, 2025 compared to $4.3 million for the nine months ended September 30, 2024.

The increase was primarily attributable to higher average outstanding debt balances, partially offset by lower interest rates during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Income tax expense was $33.0 million for the nine months ended September 30, 2025, with an effective tax rate of 28.7%, compared to the expense of $5.2 million for the nine months ended September 30, 2024, with an effective tax rate of 26.6%.

The change in the tax rate for the nine months ended September 30, 2025 was primarily due to higher pretax income, lower other permanent difference items and lower stock compensation excess tax benefits.

Net income was $81.9 million for the nine months ended September 30, 2025 compared to $14.3 million for the nine months ended September 30, 2024.

Interest income was $0.9 million for the three months ended March 31, 2026 compared to $0.2 million for the three months ended March 31, 2025.

The increase was attributable to higher average balances held in money market accounts during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Interest expense was $0.7 million for the three months ended March 31, 2026 compared to $1.4 million for the three months ended March 31, 2025.

The decrease was attributable to lower average outstanding debt balances and lower interest rates during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Income tax expense was $17.2 million for the three months ended March 31, 2026, with an effective tax rate of 26.9%, compared to the income tax expense of $9.5 million for the three months ended March 31, 2025, with an effective tax rate of 28.9%.

The decrease in the tax rate for the three months ended March 31, 2026 was primarily due to a favorable impact from stock compensation excess tax benefits, partially offset by the impact of the net CFC tested income (“NCTI”) and other permanent difference items.

Net income was $46.8 million for the three months ended March 31, 2026 compared to net income of $23.3 million for the three months ended March 31, 2025.

The increase was primarily due to the reasons stated earlier.

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Nine months ended September 30,

Three months ended March 31,

(dollars in thousands) Amount Percent Amount Percent

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Transmission & Distribution

Revenues for our T&D segment for the nine months ended September 30, 2025 were $1.47 billion compared to $1.43 billion for the nine months ended September 30, 2024, an increase of $41.0 million, or 2.9%.

The increase in revenue was related to an increase of $45.8 million in revenue on distribution projects, partially offset by a decrease of $4.9 million in revenue on transmission projects.

Revenues from transmission projects represented 59.0% and 61.0% of T&D segment revenue for the nine months ended September 30, 2025 and 2024, respectively.

Operating income for our T&D segment for the nine months ended September 30, 2025 was $118.1 million, an increase of $79.0 million, from the nine months ended September 30, 2024.

As a percentage of revenues, operating income for our T&D segment was 8.0% for the nine months ended September 30, 2025 compared to 2.7% for the nine months ended September 30, 2024.

The increase in operating income margin was driven by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin decrease of 0.6% for the nine months ended September 30, 2025, compared to a net decrease of 6.0% for the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, significant estimated gross profit changes negatively impacted operating income as a percentage of revenues by 1.4% primarily related to labor and project inefficiencies.

These decreases were partially offset by positive significant estimated gross profit changes totaling 0.8% of revenues mostly related to favorable change orders and better-than-anticipated productivity.

During the nine months ended September 30, 2024, T&D operating income margin was negatively impacted by significant estimated gross profit changes related to clean energy projects.

Revenues for our T&D segment for the three months ended March 31, 2026 were $541.0 million compared to $461.8 million for the three months ended March 31, 2025, an increase of $79.2 million, or 17.2%.

The increase in revenue was related to an increase of $66.1 million in revenue of unit price contracts and an increase of $36.4 million in revenue in T&E contracts, partially offset by a decrease of $23.3 million in revenue on fixed price contracts.

Operating income for our T&D segment for the three months ended March 31, 2026 was $52.2 million, an increase of $16.0 million, from the three months ended March 31, 2025.

Operating income as a percentage of revenues for our T&D segment increased to 9.7% for the three months ended March 31, 2026 from 7.8% for the three months ended March 31, 2025.

The increase in operating income margin was driven by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin increase of 1.5% for the three months ended March 31, 2026, compared to a net operating income margin decrease of 0.9% for the three months ended March 31, 2025.

During the three months ended March 31, 2026, significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 1.7%, primarily related to better-than-anticipated productivity and a favorable job close out.

These increases were partially offset by negative significant estimated gross profit changes totaling 0.2% and largely related to project inefficiencies on a project.

Commercial & Industrial

Revenues for our C&I segment for the nine months ended September 30, 2025 were $1.21 billion compared to $1.10 billion for the nine months ended September 30, 2024, an increase of $110.9 million, or 10.1%.

Revenues for our C&I segment for the three months ended March 31, 2026 were $459.4 million compared to $371.9 million for the three months ended March 31, 2025, an increase of $87.6 million, or 23.5%.

The increase in revenue was primarily related to an increase of $100.9 million in revenue on fixed priced contracts.

Operating income for our C&I segment for the nine months ended September 30, 2025 was $68.0 million, an increase of $34.7 million, over the nine months ended September 30, 2024.

As a percentage of revenues, operating income for our C&I segment was 5.6% for the nine months ended September 30, 2025, compared to 3.0% for the nine months ended September 30, 2024.

Operating income margin was positively impacted during the nine months ended September 30, 2025, by a larger portion of our C&I projects progressing at higher contractual margins, some of which are nearing completion.

Additionally, C&I operating income for the nine months ended September 30, 2024, was negatively impacted by contingent compensation expense related to a prior acquisition, that did not recur during the nine months ended September 30, 2025.

C&I operating income margin during the nine months ended September 30, 2025, was also impacted by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin decrease of 2.1% for the nine months ended September 30, 2025, compared to a net decrease of 2.4% for the nine months ended September 30, 2024.

Significant estimated gross profit changes negatively impacted operating income as a percentage of revenues by 3.4%, primarily related to an increase in costs associated with labor and project inefficiencies and unfavorable change orders.

These decreases were partially offset by positive significant estimated gross profit changes totaling 1.3% and largely related to better-than-anticipated productivity, favorable change orders and a favorable job closeout.

Operating income for our C&I segment for the three months ended March 31, 2026 was $37.2 million, an increase of $19.8 million, over the three months ended March 31, 2025.

Operating income as a percentage of revenues for our C&I segment increased to 8.1% for the three months ended March 31, 2026 from 4.7% for the three months ended March 31, 2025.

The increase in operating income margin was driven by a larger portion of our projects progressing at higher contractual margins, some of which are nearing completion.

Operating income margin was also impacted by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin increase of 0.1% for the three months ended March 31, 2026, compared to a net operating income margin decrease of 1.2% for the three months ended March 31, 2025.

Significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 5.2%, primarily related to better-than-anticipated productivity and favorable change orders.

These increases were partially offset by negative significant estimated gross profit changes totaling 5.1% and largely related to an increase in costs associated with project inefficiencies on certain projects.

Non-GAAP Measure—EBITDA

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Three months ended

September 30, Nine months ended

September 30,

(in thousands) 2026 2025

Net income $ 46,800 $ 23,308

Interest expense, net 1,243 1,943 4,326 4,015

Interest (income) expense, net (251) 1,223

Income tax expense 17,225 9,459

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Three months ended

September 30, Nine months ended

September 30,

(in thousands) 2026 2025

6 unchanged sentences

Income tax expense 17,225 9,459

Interest expense, net 1,243 1,943 4,326 4,015

Interest (income) expense, net (251) 1,223

EBITDA $ 81,537 $ 50,183

Liquidity, Capital Resources and Material Cash Requirements

As of September 30, 2025, we had working capital of $267.4 million.

As of March 31, 2026, we had working capital of $257.6 million.

We define working capital as current assets less current liabilities.

During the nine months ended September 30, 2025, operating activities of our business provided net cash of $211.7 million, compared to $66.0 million of cash provided for the nine months ended September 30, 2024.

During the three months ended March 31, 2026, operating activities of our business provided net cash of $84.7 million, compared to $83.3 million of cash provided for the three months ended March 31, 2025.

Cash flow from operations is primarily influenced by operating margins, timing of contract performance and the type of services we provide to our customers.

The $145.7 million year-over-year increase in cash provided by operating activities was primarily due to an increase of $67.6 million in net income and favorable net changes in operating assets and liabilities of $69.8 million.

The favorable change in operating assets and liabilities was primarily due to the favorable change of $43.4 million in other liabilities, slightly offset by the net favorable year-over-year changes in various working capital accounts that relate primarily to construction activities (accounts receivable, contract assets, accounts payable and contract liabilities) of $29.2 million.

The favorable change of $43.4 million in other liabilities was primarily due to changes in our employee incentive compensation accruals and the timing of employee related wage and tax payments.

In the nine months ended September 30, 2025, we used net cash of $58.5 million in investing activities consisting of $64.5 million for capital expenditures, partially offset by $6.0 million of proceeds from the sale of equipment.

In the nine months ended September 30, 2025, financing activities used net cash of $80.9 million, consisting primarily of $75.0 million of share repurchases under our prior repurchase program, $4.4 million of payments under our equipment notes and $2.7 million of shares repurchased to satisfy tax obligations under our stock compensation programs, partially offset by $2.0 million of net borrowings under our revolving line of credit.

We believe our $399.8 million borrowing availability under our revolving line of credit as of September 30, 2025, future cash flow from operations and our ability to utilize short-term and long-term leases will provide sufficient liquidity for our short-term and long-term needs.

The $1.4 million year-over-year increase in cash provided by operating activities was primarily due to an increase of $23.5 million in net income offset by unfavorable net changes in operating assets and liabilities of $25.1 million.

The unfavorable change in operating assets and liabilities was primarily due to the net unfavorable year-over-year changes in various working capital accounts that relate primarily to construction activities (accounts receivable, contract assets, accounts payable and contract liabilities) of $26.0 million.

The decline in net cash provided by working capital accounts, mainly related to construction activities, was due to the timing of billings and payments under our contracts.

In the three months ended March 31, 2026, we used net cash of $15.2 million in investing activities consisting of $16.1 million for capital expenditures, partially offset by $1.0 million of proceeds from the sale of equipment.

In the three months ended March 31, 2026, financing activities used net cash of $56.3 million, consisting primarily of $47.4 million of net repayments under our revolving line of credit, $6.5 million of shares repurchased to satisfy tax obligations under our stock compensation programs and $2.2 million of payments under our equipment notes.

We believe our $460.5 million borrowing availability under our revolving line of credit as of March 31, 2026, cash on hand, future cash flow from operations and our ability to utilize short-term and long-term leases will provide sufficient liquidity for our short-term and long-term needs.

Our primary short-term liquidity needs include cash for operations, debt service requirements, capital expenditures, and acquisition and joint venture opportunities.

We believe we have adequate sources of liquidity to meet our long-term liquidity needs and foreseeable material cash requirements, including those associated with funding future acquisition opportunities.

We believe we have adequate financial resources to meet our long-term liquidity needs and foreseeable material cash requirements, including those associated with funding future acquisition opportunities.

We continue to invest in developing key management and craft personnel in both our T&D and C&I segments and in procuring the specific specialty equipment and tooling needed to win and execute projects of all sizes and complexity.

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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, 2025.

We had $60.4 million and $58.4 million of borrowings outstanding under the Facility as of September 30, 2025 and December 31, 2024, respectively.

The Company was in compliance with all of its financial covenants under the Credit Agreement as of March 31, 2026.

We had no borrowings outstanding under the Facility as of March 31, 2026.

We had $47.4 million in borrowings outstanding under the Facility as of December 31, 2025.

Letters of Credit

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Currently, we do not believe it is likely that any claims will be made under any letter of credit.

As of September 30, 2025, we had $29.9 million in letters of credit outstanding under our Credit Agreement, including $29.8 million related to the Company's payment obligation under its insurance programs and $0.1 million related to contract performance obligations.

As of March 31, 2026, we had $29.5 million in letters of credit outstanding under our Credit Agreement related to the Company's payment obligation under its insurance programs.

As of December 31, 2025, we had $34.3 million in letters of credit outstanding under our Credit Agreement, including $34.2 million related to the Company's payment obligations under its insurance programs and $0.1 million related to contract performance obligations.

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Each Equipment Note constitutes a separate, distinct and independent financing of equipment and contractual obligation.

As of September 30, 2025 and December 31, 2024, we had one outstanding Equipment Note collateralized by equipment and vehicles owned by us.

As of September 30, 2025 and December 31, 2024, we also had one other equipment note outstanding collateralized by a vehicle owned by us.

The outstanding balance of all equipment notes was $11.6 million as of September 30, 2025 and $16.0 million as of December 31, 2024.

As of September 30, 2025, we had outstanding short-term and long-term equipment notes of approximately $4.6 million and $7.1 million, respectively.

As of March 31, 2026 and December 31, 2025, we had one outstanding Equipment Note collateralized by equipment and vehicles owned by us.

As of March 31, 2026 and December 31, 2025, we also had one other equipment note outstanding collateralized by a vehicle owned by us.

The outstanding balance of all equipment notes was $9.4 million as of March 31, 2026 and $11.6 million as of December 31, 2025.

As of March 31, 2026, we had outstanding short-term equipment notes of approximately $4.7 million and outstanding long-term equipment notes of approximately $4.7 million.

As of December 31, 2025, we had outstanding short-term and long-term equipment notes of approximately $4.6 million and $7.0 million, respectively.

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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 outstanding balance of operating lease obligations was $44.7 million as of September 30, 2025, consisting of short-term and long-term operating lease obligations of approximately $13.1 million and $31.6 million, respectively.

The outstanding balance of operating lease obligations was $50.4 million as of March 31, 2026, consisting of short-term and long-term operating lease obligations of approximately $12.8 million and $37.6 million, respectively.

The outstanding balance of operating lease obligations was $42.4 million as of December 31, 2025, consisting of short-term and long-term operating lease obligations of approximately $13.0 million and $29.4 million, respectively.

The outstanding balance of finance lease obligations was $2.2 million as of September 30, 2025, consisting of short-term and long-term finance lease obligations of approximately $0.8 million and $1.4 million, respectively.

The outstanding balance of finance lease obligations was $1.8 million as of March 31, 2026, consisting of short-term and long-term finance lease obligations of approximately $0.8 million and $1.0 million, respectively.

As of December 31, 2025, we had $2.0 million outstanding finance lease obligations, consisting of short-term and long-term finance lease obligations of approximately $0.8 million and $1.2 million, respectively.

Purchase Commitments for Construction Equipment

As of September 30, 2025, we had approximately $7.3 million in outstanding purchase obligations for certain construction equipment to be paid with cash outlays scheduled to occur in 2025.

As of March 31, 2026, we had approximately $59.6 million in outstanding purchase obligations for certain construction equipment to be paid with cash outlays scheduled to occur in 2026 and 2027.

Performance and Payment Bonds and Parent Guarantees

Many customers, particularly in connection with new construction, require us to post performance and payment bonds issued by a financial institution known as a surety.

Many customers, particularly in connection with new construction, require us to post performance and payment bonds typically issued by a surety or financial institution.

These bonds provide a guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors.

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We believe that it is unlikely that we will have to fund significant claims under our surety arrangements.

As of September 30, 2025, an aggregate of approximately $2.26 billion in original face amount of bonds issued by our sureties were outstanding.

Our estimated remaining cost to complete these bonded projects was approximately $702.2 million as of September 30, 2025.

As of March 31, 2026, an aggregate of approximately $2.70 billion in original face amount of bonds issued by our sureties were outstanding.

Our estimated remaining cost to complete these bonded projects was approximately $899.0 million as of March 31, 2026.

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

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Under certain circumstances such as foreclosures or negotiated settlements, we may take title to the underlying assets in lieu of cash in settlement of receivables.

As of September 30, 2025, accounts receivable for one of our customers individually accounted for approximately 10% of our consolidated accounts receivable.

As of September 30, 2024, none of our customers individually exceeded 10% of consolidated accounts receivable.

As of March 31, 2026 and March 31, 2025, none of our customers individually exceeded 10% of our consolidated accounts receivable.

Management believes the terms and conditions in its contracts, billing and collection policies are adequate to minimize the potential credit risk.

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• Our participation in joint ventures and other projects with third parties may expose us to liability for failures of our partners.

• Legislative or regulatory actions relating to electricity transmission and clean energy may impact demand for our services.

• Legislative or regulatory actions relating to utility, electricity transmission, clean energy or our business activities may impact demand for our services.

• We have in the past and may in the future incur liabilities and suffer negative financial or reputational impacts relating to occupational health and safety matters, including those related to environmental hazards such as wildfires and other natural disasters.

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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 2. Management’s Discussion and Analysis