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MYR GROUP INC.

For the period ended Jun 30, 2026. Filed Jul 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 29, 2026

MYRG$262.91+6.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-29.

0000700923-26-000028

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-29.

0000700923-26-000042

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 113 previous paragraphs and 132 current paragraphs.

85 unchanged; 28 reworded; 12 added; 0 removed; 0 previous and 7 current paragraphs rearranged.

Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

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

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.
Reworded paragraphs (28)

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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 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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

We also use EBITDA as a liquidity measure. 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. 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. In addition, if we cannot satisfy these financial covenants, we would be prohibited under the Credit Agreement from engaging in certain activities, such as incurring additional indebtedness, making certain payments, and acquiring or disposing of assets. Based on the information above, management believes that the presentation of EBITDA as a liquidity measure is useful to investors and relevant to their assessment of our capacity to service or incur debt, fund capital expenditures, finance acquisitions and expand our operations.

Current wording

We also use EBITDA as a liquidity measure. 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 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. In addition, if we cannot satisfy these financial covenants, we would be prohibited under the Credit Agreement from engaging in certain activities, such as incurring additional indebtedness, making certain payments, and acquiring or disposing of assets. Based on the information above, management believes that the presentation of EBITDA as a liquidity measure is useful to investors and relevant to their assessment of our capacity to service or incur debt, fund capital expenditures, finance acquisitions and expand our operations.

Previous wording

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 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 $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.

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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 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.

Current wording

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. 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.

Previous wording

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

Current wording

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

Previous wording

On May 31, 2023, the Company entered into a five-year third 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 $490 million revolving credit facility (the “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. dollar equivalent of $150 million. Up to $75 million of the Facility may be used for letters of credit, with an additional $75 million available for letters of credit, subject to the sole discretion of each issuing bank. The Facility also allows for $15 million to be used for swingline loans. The Company has an expansion option to increase the commitments under the Facility or enter into incremental term loans, subject to certain conditions, by up to an additional $200 million upon receipt of additional commitments from new or existing lenders. Subject to certain exceptions, the Facility is secured by substantially all of the assets of the Company and its domestic subsidiaries, and by a pledge of substantially all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of the direct foreign subsidiaries of the Company. Additionally, subject to certain exceptions, the Company’s domestic subsidiaries also guarantee the repayment of all amounts due under the Credit Agreement. The Credit Agreement provides for customary events of default. If an event of default occurs and is continuing, on the terms and subject to the conditions set forth in the Credit Agreement, amounts outstanding under the Facility may be accelerated and may become or be declared immediately due and payable. Borrowings under the Credit Agreement are used to refinance existing indebtedness, and to provide for future working capital, capital expenditures, acquisitions and other general corporate purposes.

Current wording

On May 31, 2023, the Company entered into a five-year third 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 $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. dollar equivalent of $150 million. Up to $75 million of the Facility may be used for letters of credit, with an additional $75 million available for letters of credit, subject to the sole discretion of each issuing bank. The Facility also allows for $15 million to be used for swingline loans. The Company has an expansion option to increase the commitments under the Facility or enter into incremental term loans, subject to certain conditions, by up to an additional $200 million upon receipt of additional commitments from new or existing lenders. Subject to certain exceptions, the Facility is secured by substantially all of the assets of the Company and its domestic subsidiaries, and by a pledge of substantially all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of the direct foreign subsidiaries of the Company. Additionally, subject to certain exceptions, the Company’s domestic subsidiaries also guarantee the repayment of all amounts due under the Credit Agreement. The Credit Agreement provides for customary events of default. If an event of default occurs and is continuing, on the terms and subject to the conditions set forth in the Credit Agreement, amounts outstanding under the Facility may be accelerated and may become or be declared immediately due and payable. Borrowings under the Credit Agreement are used to refinance existing indebtedness, and to provide for future working capital, capital expenditures, acquisitions and other general corporate purposes.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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. If we fail to perform under a contract or to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We must reimburse our sureties for any expenses or outlays they incur. Under our continuing indemnity and security agreements with the issuers of the bonds, we may be required to grant them a security interest relating to a particular project. 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.

Current wording

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. If we fail to perform under a contract or to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We must reimburse our sureties for any expenses or outlays they incur. Under our continuing indemnity and security agreements with the issuers of the bonds, we may be required to grant them a security interest relating to a particular project. We believe that it is unlikely that we will have to fund significant claims under our surety arrangements. 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.

Previous wording

We grant trade credit under normal payment terms, generally without collateral, to our customers, which include high credit quality electric utilities, governmental entities, general contractors and builders, owners and managers of commercial and industrial properties located in the United States and Canada. Consequently, we are subject to potential credit risk related to changes in business and economic factors throughout the United States and Canada. However, we generally have certain statutory lien rights with respect to services provided. 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. Management believes the terms and conditions in its contracts, billing and collection policies are adequate to minimize the potential credit risk.

Current wording

We grant trade credit under normal payment terms, generally without collateral, to our customers, which include high credit quality electric utilities, governmental entities, general contractors and builders, owners and managers of commercial and industrial properties located in the United States and Canada. Consequently, we are subject to potential credit risk related to changes in business and economic factors throughout the United States and Canada. However, we generally have certain statutory lien rights with respect to services provided. 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 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.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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: