What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-29 compared with 2026-04-29 · 129 added, 61 removed, 262 unchanged (42% of the section changed)

22 unchanged sentences

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

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 had consolidated revenues for the six months ended June 30, 2026 of $2.08 billion, of which 51.1% was attributable to our T&D customers and 48.9% was attributable to our C&I customers.

Our consolidated revenues for the six months ended June 30, 2025 were $1.73 billion.

For the six months ended June 30, 2026, our net income and EBITDA (1) were $96.7 million and $166.5 million, respectively, compared to $49.8 million and $105.8 million, respectively, for the six months ended June 30, 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.

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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, 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 have maintained a strong balance sheet, while also supporting our organic and acquisitive growth, as well as opportunistically repurchasing shares.

On July 1, 2026, we acquired all issued and outstanding shares of capital stock of Valley Holdings I, Inc.

and its subsidiaries (collectively, “Valley"), for initial cash consideration of approximately $328.0 million, subject to working capital and net asset adjustments, and additional contingent consideration summarized in Note 12–Subsequent Event in the accompanying notes to our Consolidated Financial Statements.

The Valley acquisition expanded our electrical contractor operations in the western U.S.

We funded the approximately $328.0 million cash payment at closing through a combination of approximately $93.0 million of cash on hand and $235.0 million of borrowings under our $490 million revolving credit facility (the “Facility”).

After giving effect to the Valley acquisition, we continue to believe the remaining $225.5 million of borrowing availability under the Facility as of July 1, 2026, 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 of our common stock.

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

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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 $2.84 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.

Our backlog was $3.16 billion at June 30, 2026 compared to $2.64 billion at June 30, 2025.

Our backlog at June 30, 2026 increased $316.4 million from March 31, 2026.

Backlog in the T&D segment increased $284.9 million and C&I backlog increased $31.5 million compared to March 31, 2026.

Our backlog as of June 30, 2026 included our proportionate share of joint venture backlog totaling $158.8 million, compared to $167.5 million at March 31, 2026.

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

Backlog at June 30, 2026

(in thousands) Total Amount estimated to be

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Three months ended

(dollars in thousands) Amount Percent Amount Percent

June 30, Six months ended

2026 2025 2026 2025

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

Contract revenues $ 1,081,727 100.0 % $ 900,325 100.0 % $ 2,082,107 100.0 % $ 1,733,945 100.0 %

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Net income $ 49,851 4.6 % $ 26,466 2.9 % $ 96,651 4.6 % $ 49,774 2.9 %

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.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Revenues increased $181.4 million, or 20.1%, to $1.08 billion for the three months ended June 30, 2026 from $900.3 million for the three months ended June 30, 2025.

The increase was primarily due to an increase of $163.6 million in C&I revenue and an increase of $17.7 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.

Gross margin for the three months ended June 30, 2026 increased to 13.2% compared to 11.5% for the three months ended June 30, 2025.

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 increase of 0.9% for the three months ended June 30, 2026, compared to a net gross margin decrease of 1.0% for the three months ended June 30, 2025.

During the three months ended June 30, 2026, significant estimate changes positively impacted gross margin by 2.1%, primarily related to better-than-anticipated productivity, favorable job close outs and an increase in scope on certain projects.

In addition, significant estimate changes in gross profit negatively impacted gross margin by 1.2% 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.

Gross profit was $142.7 million for the three months ended June 30, 2026 compared to $103.7 million for the three months ended June 30, 2025.

The increase of $39.0 million, or 37.6%, was due to higher margin and revenues.

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.

Selling, general and administrative expenses (“SG&A”) were $74.4 million for the three months ended June 30, 2026 compared to $63.3 million for the three months ended June 30, 2025.

The period-over-period increase of $11.1 million was primarily due to an increase in employee incentive compensation costs and an increase in employee-related expenses to support future growth.

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.

Interest income was $0.9 million for the three months ended June 30, 2026.

Interest income was not significant for the three months ended June 30, 2025.

The increase was attributable to higher average balances held in money market accounts during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Interest expense was $0.7 million for the three months ended June 30, 2026 compared to $1.9 million for the three months ended June 30, 2025.

The decrease was attributable to lower average outstanding debt balances during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Income tax expense was $17.3 million for the three months ended June 30, 2026, with an effective tax rate of 25.7%, compared to the income tax expense of $10.9 million for the three months ended June 30, 2025, with an effective tax rate of 29.2%.

The decrease in the tax rate for the three months ended June 30, 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 $49.9 million for the three months ended June 30, 2026 compared to net income of $26.5 million for the three months ended June 30, 2025.

The increase was primarily due to the reasons stated earlier.

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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 March 31,

Three months ended June 30,

(dollars in thousands) Amount Percent Amount Percent

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Transmission & Distribution

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.

Revenues for our T&D segment for the three months ended June 30, 2026 were $524.0 million compared to $506.3 million for the three months ended June 30, 2025, an increase of $17.7 million, or 3.5%.

The increase in revenue was related to an increase of $19.8 million in revenue on T&E contracts and an increase of $17.4 million in revenue on unit price contracts, partially offset by a decrease of $19.5 million in revenue on fixed price contracts.

Operating income for our T&D segment for the three months ended June 30, 2026 was $49.5 million, an increase of $9.0 million, from the three months ended June 30, 2025.

Operating income as a percentage of revenues for our T&D segment increased to 9.4% for the three months ended June 30, 2026 from 8.0% for the three months ended June 30, 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 0.7% for the three months ended June 30, 2026, compared to a net operating income margin decrease of 0.9% for the three months ended June 30, 2025.

During the three months ended June 30, 2026, significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 1.5%, primarily related to better-than-anticipated productivity, favorable job close outs and an increase in scope on a project.

These increases were partially offset by negative significant estimated gross profit changes totaling 0.8% and largely related to project inefficiencies on certain projects.

Commercial & Industrial

Revenues for our C&I segment for the three months ended June 30, 2026 were $557.7 million compared to $394.1 million for the three months ended June 30, 2025, an increase of $163.6 million, or 41.5%.

The increase in revenue was primarily related to an increase of $159.3 million in revenue on fixed priced contracts.

Operating income for our C&I segment for the three months ended June 30, 2026 was $47.3 million, an increase of $25.3 million, over the three months ended June 30, 2025.

Operating income as a percentage of revenues for our C&I segment increased to 8.5% for the three months ended June 30, 2026 from 5.6% for the three months ended June 30, 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 1.1% for the three months ended June 30, 2026, compared to a net operating income margin decrease of 1.2% for the three months ended June 30, 2025.

Significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 2.7%, primarily related to better-than-anticipated productivity on certain projects, most of which are nearing completion, and an increase in scope on a project.

These increases were partially offset by negative significant estimated gross profit changes totaling 1.6% and largely related to an increase in costs associated with project inefficiencies on certain projects.

Operating income margin was also positively impacted during the three months ended June 30, 2026 by a larger portion of our projects progressing at higher contractual margins, some of which are nearing completion.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Revenues increased $348.2 million, or 20.1%, to $2.08 billion for the six months ended June 30, 2026 from $1.73 billion for the six months ended June 30, 2025.

The increase was primarily due to an increase of $251.2 million in C&I revenue, and an increase of $97.0 million in T&D revenue.

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

Gross margin for the six months ended June 30, 2026 increased to 13.3% compared to 11.6% for the six months ended June 30, 2025.

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 increase of 0.7% for the six months ended June 30, 2026, compared to a net gross margin decrease of 1.2% for the six months ended June 30, 2025.

During the six months ended June 30, 2026, significant estimate changes positively impacted gross margin by 2.4%, primarily related to better-than-anticipated productivity, an increase in scope on certain projects and favorable job close outs.

In addition, significant estimate changes in gross profit negatively impacted gross margin by 1.7%, and largely related to an increase in costs associated with project inefficiencies on certain projects.

Gross margin was also positively impacted during the six months ended June 30, 2026 by a larger portion of our C&I projects progressing at higher contractual margins, some of which are nearing or are at completion.

Gross profit was $277.1 million for the six months ended June 30, 2026 compared to $200.6 million for the six months ended June 30, 2025.

The increase of $76.5 million, or 38.1%, was due to higher margin and revenues.

SG&A expenses were $143.8 million for the six months ended June 30, 2026 compared to $125.8 million for the six months ended June 30, 2025.

The period-over-period increase of $18.0 million was primarily due to an increase in employee incentive compensation costs and an increase in employee-related expenses to support future growth.

Gains from the sale of property and equipment for the six months ended June 30, 2026 were $1.8 million compared to $1.7 million for the six months ended June 30, 2025.

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 income was $1.8 million for the six months ended June 30, 2026 compared to $0.2 million for the six months ended June 30, 2025.

The increase was attributable to higher average balances held in money market accounts during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Interest expense was $1.4 million for the six months ended June 30, 2026 compared to $3.3 million for the six months ended June 30, 2025.

The decrease was primarily attributable to lower average outstanding debt balances and lower interest rates during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Income tax expense was $34.5 million for the six months ended June 30, 2026, with an effective tax rate of 26.3%, compared to the expense of $20.4 million for the six months ended June 30, 2025, with an effective tax rate of 29.1%.

The change in the tax rate for the six months ended June 30, 2026 was primarily due to a favorable impact from stock compensation excess tax benefits, partially offset by the impact of NCTI and other permanent difference items.

Net income was $96.7 million for the six months ended June 30, 2026 compared to $49.8 million for the six months ended June 30, 2025.

The increase was primarily due to the reasons stated earlier.

Segment Results

Six months ended June 30,

(dollars in thousands) Amount Percent Amount Percent

Contract revenues:

Transmission & Distribution $ 1,064,992 51.1 % $ 968,043 55.8 %

Commercial & Industrial 1,017,115 48.9 765,902 44.2

Total $ 2,082,107 100.0 % $ 1,733,945 100.0 %

Operating income:

Transmission & Distribution $ 101,723 9.6 % $ 76,686 7.9 %

Commercial & Industrial 84,493 8.3 39,369 5.1

Total 186,216 8.9 116,055 6.7

General Corporate (53,549) (2.5) (41,978) (2.4)

Consolidated $ 132,667 6.4 % $ 74,077 4.3 %

Transmission & Distribution

Revenues for our T&D segment for the six months ended June 30, 2026 were $1.06 billion compared to $968.0 million for the six months ended June 30, 2025, an increase of $97.0 million, or 10.0%.

The increase in revenue was related to an increase of $83.5 million in revenue of unit price contracts and an increase of $56.3 million in revenue on T&E contracts, partially offset by a decrease of $42.8 million in revenue on fixed price contracts.

Operating income for our T&D segment for the six months ended June 30, 2026 was $101.7 million, an increase of $25.0 million, from the six months ended June 30, 2025.

Operating income as a percentage of revenues for our T&D segment increased to 9.6% for the six months ended June 30, 2026 from 7.9% for the six months ended June 30, 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 0.7% for the six months ended June 30, 2026, compared to a net decrease of 0.8% for the six months ended June 30, 2025.

During the six months ended June 30, 2026, significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 1.0% primarily related to better-than-anticipated productivity, favorable job close outs and an increase in scope on a project.

These increases were partially offset by negative significant estimated gross profit changes totaling 0.3% and largely related to project inefficiencies on a project.

Commercial & Industrial

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%.

Revenues for our C&I segment for the six months ended June 30, 2026 were $1.02 billion compared to $765.9 million for the six months ended June 30, 2025, an increase of $251.2 million, or 32.8%.

The increase in revenue was primarily related to an increase of $260.2 million in revenue on fixed priced contracts.

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.

Operating income for our C&I segment for the six months ended June 30, 2026 was $84.5 million, an increase of $45.1 million, over the six months ended June 30, 2025.

Operating income as a percentage of revenues for our C&I segment increased to 8.3% for the six months ended June 30, 2026 from 5.1% for the six months ended June 30, 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 0.7% for the six months ended June 30, 2026, compared to a net decrease of 1.8% for the six months ended June 30, 2025.

Significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 4.0%, primarily related to better-than-anticipated productivity on certain projects, most of which are nearing completion, and an increase in scope on certain projects.

These increases were partially offset by negative significant estimated gross profit changes totaling 3.3% and largely related to an increase in costs associated with project inefficiencies on certain projects.

Operating income margin was also positively impacted during the six months ended June 30, 2026 by a larger portion of our projects progressing at higher contractual margins, some of which are nearing or are at completion.

Non-GAAP Measure—EBITDA

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Three months ended

June 30, Six months ended

(in thousands) 2026 2025 2026 2025

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Certain material covenants contained within our credit agreement (the “Credit Agreement”) are based on EBITDA with certain additional adjustments.

Non-compliance with these financial covenants under the Credit Agreement — our interest coverage ratio 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) and our net leverage ratio, which is defined in the Credit Agreement as Total Net Indebtedness (as defined in the Credit Agreement), divided by Consolidated EBITDA (as defined in the Credit Agreement) — could result in our lenders requiring us to immediately repay all amounts borrowed on our revolving credit facility.

Non-compliance with these financial covenants under the Credit Agreement - our interest coverage ratio 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) and our net leverage ratio, which is defined in the Credit Agreement as Total Net Indebtedness (as defined in the Credit Agreement), divided by Consolidated EBITDA (as defined in the Credit Agreement) - could result in our lenders requiring us to immediately repay all amounts borrowed on the Facility.

If we anticipated a potential covenant violation, we would seek relief from our lenders, likely causing us to incur additional cost, and such relief might not be available, or if available, might not be on terms as favorable as those in the Credit Agreement.

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Three months ended

June 30, Six months ended

(in thousands) 2026 2025 2026 2025

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Liquidity, Capital Resources and Material Cash Requirements

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

As of June 30, 2026, we had working capital of $306.9 million.

We define working capital as current assets less current liabilities.

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.

During the six months ended June 30, 2026, operating activities of our business provided net cash of $88.1 million, compared to $116.1 million of cash provided for the six months ended June 30, 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 $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 $28.1 million year-over-year decrease in cash provided by operating activities was primarily due to unfavorable net changes in operating assets and liabilities of $84.0 million offset by an increase of $46.9 million in net income.

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 $51.8 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.

The unfavorable change of $35.0 million in other liabilities was primarily due to the timing of tax payments.

In the six months ended June 30, 2026, we used net cash of $42.7 million in investing activities consisting of $45.0 million for capital expenditures, partially offset by $2.4 million of proceeds from the sale of equipment.

In the six months ended June 30, 2026, financing activities used net cash of $57.4 million, consisting primarily of $47.4 million of net repayments under our revolving line of credit, $7.3 million of shares repurchased to satisfy tax obligations under our stock compensation programs and $2.3 million of payments under our equipment notes.

As of June 30, 2026, we had $460.5 million of borrowing availability under the Facility.

On July 1, 2026, subsequent to the end of the quarter, we acquired all issued and outstanding shares of capital stock of Valley for initial cash consideration of approximately $328.0 million, subject to working capital and net asset adjustments, and additional contingent consideration summarized in Note 12–Subsequent Event in the accompanying notes to our Consolidated Financial Statements.

We funded the approximately $328.0 million cash payment at closing through a combination of approximately $93.0 million of cash on hand and $235.0 million of borrowings under the Facility.

After giving effect to the Valley acquisition, we continue to believe the remaining $225.5 million of borrowing availability under the Facility, 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.

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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.

We have not historically paid dividends and currently do not expect to pay dividends.

We have not historically paid dividends and currently do not expect to pay dividends on our common stock.

Debt Instruments

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and Bank of America, N.A.

that provides for a $490 million revolving credit facility (the “Facility”), subject to certain financial covenants as defined in the Credit Agreement.

that provides for a $490 million revolving credit facility, subject to certain financial covenants as defined in the Credit Agreement.

The Facility allows for revolving loans in Canadian dollars and other non-US currencies, up to the U.S.

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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 March 31, 2026.

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

The Company was in compliance with all of its financial covenants under the Credit Agreement as of June 30, 2026.

We had no borrowings outstanding under the Facility as of June 30, 2026.

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

On July 1, 2026, subsequent to the end of the quarter, the Company borrowed $235.0 million under the Facility to fund a portion of the consideration for the Valley acquisition.

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 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 June 30, 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 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 June 30, 2026 and December 31, 2025, we had one outstanding Equipment Note collateralized by equipment and vehicles owned by us.

As of June 30, 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 June 30, 2026 and $11.6 million as of December 31, 2025.

As of June 30, 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.

5 unchanged sentences

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 $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 $56.2 million as of June 30, 2026, consisting of short-term and long-term operating lease obligations of approximately $13.1 million and $43.1 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 $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.

The outstanding balance of finance lease obligations was $1.6 million as of June 30, 2026, consisting of short-term and long-term finance lease obligations of approximately $0.8 million and $0.8 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 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.

As of June 30, 2026, we had approximately $48.6 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

5 unchanged sentences

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

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.

As of June 30, 2026, an aggregate of approximately $2.89 billion in original face amount of bonds issued by our sureties were outstanding.

Our estimated remaining cost to complete these bonded projects was approximately $926.2 million as of June 30, 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.

5 unchanged sentences

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

As of June 30, 2026 accounts receivable for one of our customers individually accounted for approximately 15% of our consolidated accounts receivable.

As of June 30, 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.

51 unchanged sentences

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