Everus Construction Group, Inc.

Previous wording

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Although we believe that the expectations reflected in any forward-looking statements we make are based on reasonable assumptions as of the date they are made, we can give no assurance that the expectation will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under “Item 1A. Risk Factors” in our 2024 Annual Report.

Current wording

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Although we believe that the expectations reflected in any forward-looking statements we make are based on reasonable assumptions as of the date they are made, we can give no assurance that the expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under “Item 1A. Risk Factors” in our 2024 Annual Report.

Previous wording

Transmission & Distribution (“T&D"): Contracting services including construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as design, manufacturing and distribution of overhead and underground transmission line construction equipment and tools.

Current wording

Transmission & Distribution (“T&D"): Contracting services including construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as design, manufacture and distribution of overhead and underground transmission line construction equipment and tools.

Previous wording

We continued to have bidding opportunities in the specialty contracting markets we have operated in during 2025, as evidenced by our backlog. We saw continued strong project opportunities across our diverse service offerings, particularly for data center, hospitality, undergrounding and high-tech work. With our successful track record of executing on complex projects, our long-term customer relationships, safe and skilled workforce, quality of service and effective cost management, we remain well-positioned to benefit from favorable demand drivers, including high-tech reshoring, data center construction and utility infrastructure investments, giving us the opportunity to continue securing and executing profitable projects in the future.

Current wording

We continued to have bidding opportunities in the specialty contracting markets we have operated in during 2025, as evidenced by our backlog. We continue to see strong project opportunities across our diverse service offerings, particularly for data center, underground and hospitality work. With our successful track record of executing on complex projects, our long-term customer relationships, safe and skilled workforce, quality of service and effective cost management, we remain well-positioned to benefit from favorable demand drivers, including high tech reshoring, data center construction and utility infrastructure investments, giving us the opportunity to continue securing and executing profitable projects in the future.

Previous wording

Prior to the Separation, we historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements. We had related-party agreements in place with Centennial for the financing of our capital needs, which were reflected as Related-party notes payable on the unaudited condensed consolidated balance sheets for periods prior to the Separation. Interest expense, net in the unaudited condensed consolidated statements of income reflected the allocation of interest on borrowing and funding associated with the related-party agreements for periods prior to the Separation. Refer to Note 14 – Related-Party Transactions in the unaudited condensed consolidated financial statements contained elsewhere in this Quarterly Report for additional information. Following the Separation, we rely on our own credit and financing arrangements and incur interest expense associated with those arrangements. For additional information related to our current credit and financing arrangements, refer to Note 6 – Debt in the unaudited condensed consolidated financial statements contained elsewhere in this Quarterly Report.

Current wording

Before the Separation, we historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements. We had related-party agreements in place with Centennial for the financing of our capital needs, which were reflected as Related-party notes payable on the unaudited condensed consolidated balance sheets for periods prior to the Separation. Interest expense, net in the unaudited condensed consolidated statements of income reflected the allocation of interest on borrowing and funding associated with the related-party agreements for periods prior to the Separation. Refer to Note 14 – Related-Party Transactions in the unaudited condensed consolidated financial statements contained elsewhere in this Quarterly Report for additional information.

Previous wording

Consolidated Results of Operations For the Three Months Ended March 31, 2025 and 2024

Current wording

Consolidated Results of Operations For the Three and Six Months Ended June 30, 2025 and 2024

Previous wording

Cost of sales for the three months ended March 31, 2025, was $734.1 million, an increase of $183.1 million, or 33.2%, from $551.0 million for the three months ended March 31, 2024. This increase primarily related to higher operating costs from increased E&M workloads and changes in project mix, partially offset by lower T&D operating costs from reduced workloads. Labor, material, and subcontractor costs increased $100.5 million, $40.6 million and $33.2 million, respectively, along with higher other job expenses of $8.8 million.

Current wording

Cost of sales for the three months ended June 30, 2025, was $801.6 million, an increase of $186.8 million, or 30.4%, from $614.8 million for the three months ended June 30, 2024. This increase primarily related to higher operating costs due to increased E&M and T&D workloads and changes in project mix, partially offset by efficiency gains on certain projects. Labor, subcontractor, material and equipment and tools costs increased $93.8 million, $52.2 million, $22.8 million and $8.6 million, respectively, along with higher other job expenses of $9.4 million.

Previous wording

Operating income for the three months ended March 31, 2025 was $51.0 million, an increase of $12.1 million, or 31.1%, from $38.9 million for the three months ended March 31, 2024. The increase was primarily driven by increased gross profit, partially offset by increased selling, general and administrative expenses, both of which are discussed above. Operating income, as a percentage of revenues, was 6.2% for the three months ended March 31, 2025, consistent with the three months ended March 31, 2024.

Current wording

Operating income for the three months ended June 30, 2025, was $72.5 million, an increase of $21.2 million, or 41.3%, from $51.3 million for the three months ended June 30, 2024. The increase was primarily driven by increased gross profit and gross profit margin, partially offset by increased selling, general and administrative expenses, including incremental stand-alone operating costs, both of which are discussed above. Operating income margin increased to 7.9% for the three months ended June 30, 2025, compared to 7.3% for the three months ended June 30, 2024.

Previous wording

Interest expense, net for the three months ended March 31, 2025, was $4.7 million, an increase of $2.0 million, or 74.1%, from $2.7 million for the three months ended March 31, 2024. The increase primarily related to average higher debt balances under the Term Loan (as defined below) during the three months ended March 31, 2025, compared to the average debt balances from the related-party cash management program for working capital needs during the three months ended March 31, 2024. For thethree months ended March 31, 2025, we earned $0.9 million in interest income from our daily cash sweep program, partially offsetting the increase in interest expense.

Current wording

Interest expense, net for the three months ended June 30, 2025, was $4.8 million, an increase of $1.5 million, or 45.5%, from $3.3 million for the three months ended June 30, 2024. This increase primarily related to average higher debt balances under the Term Loan (as defined below) during the three months ended June 30, 2025, compared to the average debt balances from the related-party cash management program for working capital needs during the three months ended June 30, 2024. For thethree months ended June 30, 2025, we earned $0.6 million in interest income from our daily cash sweep program, partially offsetting the increase in interest expense.

Previous wording

Income taxes for the three months ended March 31, 2025, were $13.6 million, an increase of $3.6 million, or 36.0%, from $10.0 million for the three months ended March 31, 2024, reflecting higher income before taxes for the period. The effective tax rate was 27.0% for the three months ended March 31, 2025, compared to 26.1% for the three months ended March 31, 2024.

Current wording

Income taxes for the three months ended June 30, 2025, were $19.4 million, an increase of $5.8 million, or 42.6%, from $13.6 million for the three months ended June 30, 2024, reflecting higher pretax income for the period. The effective tax rate was 26.9% for the three months ended June 30, 2025, compared to 25.9% for the three months ended June 30, 2024.

Previous wording

Operating revenues for the three months ended March 31, 2025, were $826.6 million, an increase of $200.9 million, or 32.1%, from $625.7 million for the three months ended March 31, 2024. E&M revenues grew $207.2 million, or 47.0%, partially offset by a decline in T&D revenues of $3.5 million, or 1.9%.

Current wording

Operating revenues for the six months ended June 30, 2025, were $1,748.1 million, an increase of $419.0 million, or 31.5%, from $1,329.1 million for the six months ended June 30, 2024. E&M revenues grew $416.9 million, or 44.1%, and T&D revenues increased $2.1 million, or 0.5%.

Previous wording

E&M revenues increased $207.2 million, or 47.0%, as a result of growth across all E&M end markets.

Current wording

E&M revenues increased $416.9 million, or 44.1%, as a result of growth across all E&M end markets, except for Service & other, which had a marginal revenue decline as discussed in more detail below.

Previous wording

•Commercial revenues rose with higher data center and hospitality submarket activity due to increased workloads, partially offset by reduced project activity in the general commercial submarket.

Current wording

•Commercial revenues rose with higher data center and hospitality submarket activity due to increased workloads.

Previous wording

•Institutional revenues increased from higher workloads in the government and education submarkets.

Current wording

•Institutional revenues increased from higher workloads in the education and government submarkets, with lower project activity in the healthcare submarket.

Previous wording

•Industrial experienced higher workloads in the manufacturing and oil & gas submarkets, partially offset by reduced project activity in the high-tech submarket.

Current wording

•Industrial experienced higher workloads in the oil & gas and manufacturing submarkets, partially offset by reduced project activity in the high tech submarket.

Previous wording

T&D revenues decreased $3.5 million, or 1.9%, due to lower utility end-market revenues, partially offset by higher transportation end-market revenues.

Current wording

T&D revenues increased $2.1 million, or 0.5%, due to higher transportation end-market revenues, partially offset by lower utility end-market revenues.

Previous wording

•Utility revenues decreased from lower workloads due to weather-related impacts and timing of project availability in the storm, distribution, transmission and substation submarkets, partially offset by increased project activity across the underground and construction submarkets.

Current wording

•Utility revenues decreased from lower workloads due to weather-related impacts and timing of project availability in the distribution, storm, transmission and substation submarkets, partially offset by increased project activity across the underground, sales and construction submarkets.

Previous wording

Gross profit for the three months ended March 31, 2025, was $92.5 million, an increase of $17.8 million, or 23.8%, from $74.7 million for the three months ended March 31, 2024. The increase was primarily driven by higher revenues due to project timing and efficiency gains on certain projects, partially offset by higher operating costs and lower gross profit margin from changes in project mix. Gross profit margin was 11.2% for the three months ended March 31, 2025, compared to 11.9% for the three months ended March 31, 2024.

Current wording

Gross profit for the six months ended June 30, 2025, was $212.4 million, an increase of $49.1 million, or 30.1%, from $163.3 million for the six months ended June 30, 2024. The increase was primarily driven by higher revenues due to project timing and efficiency gains on certain projects, partially offset by higher operating costs and lower gross profit margin from changes in project mix. Gross profit margin was 12.2% for the six months ended June 30, 2025, compared to 12.3% for the six months ended June 30, 2024.

Previous wording

Selling, general and administrative expenses for the three months ended March 31, 2025, were $41.5 million, an increase of $5.7 million, or 15.9%, from $35.8 million for the three months ended March 31, 2024. The increase was driven primarily by higher labor and professional service-related expenses of $4.8 million and $1.9 million, respectively, including incremental stand-alone operating costs, to support the operational growth of the business, and higher general expenses of $0.3 million, including higher corporate overhead expenses. Partially offsetting these increases was lower provision for expected credit losses of $1.3 million.

Current wording

Selling, general and administrative expenses for the six months ended June 30, 2025, were $88.9 million, an increase of $15.8 million, or 21.6%, from $73.1 million for the six months ended June 30, 2024. The increase was driven primarily by higher labor and professional service-related expenses of $11.8 million and $3.5 million, respectively, including incremental stand-alone operating costs, to support the operational growth of the business, and higher general expenses of $2.1 million, including higher corporate overhead expenses. Partially offsetting these increases was lower provision for expected credit losses of $1.6 million.

Previous wording

Other income, net for the three months ended March 31, 2025, was $0.6 million, a decrease of $0.3 million, or 33.3%, from $0.9 million for the three months ended March 31, 2024. The decrease primarily related to reduced miscellaneous income activity compared to the prior-year period, including lower rebates and bank fees.

Current wording

Other income, net for the six months ended June 30, 2025, was $2.5 million, a decrease of $0.1 million, or 3.8%, from $2.6 million for the six months ended June 30, 2024. The decrease primarily related to reduced miscellaneous income activity compared to the prior-year period, including lower rebates and bank fees.

Previous wording

Income from equity method investments for the three months ended March 31, 2025, was $3.4 million, an increase of $2.3 million from $1.1 million for the three months ended March 31, 2024. The increase primarily related to increased progress on joint venture activity.

Current wording

Income from equity method investments for the six months ended June 30, 2025, was $6.0 million, an increase of $2.0 million, or 50.0%, from $4.0 million for the six months ended June 30, 2024. The increase primarily related to increased activity on joint ventures for the period.

Previous wording

Net income for the three months ended March 31, 2025, was $36.7 million, an increase of $8.5 million, or 30.1%, from $28.2 million for the three months ended March 31, 2024. The increase was primarily from increased gross profit and higher income from joint ventures, partially offset by higher selling, general and administrative expenses and interest expense related to our borrowing arrangements. Net income margin was 4.4% for the three months ended March 31, 2025, compared to 4.5% for the three months ended March 31, 2024.

Current wording

Net income for the six months ended June 30, 2025, was $89.5 million, an increase of $22.3 million, or 33.2%, from $67.2 million for the six months ended June 30, 2024. The increase was primarily from increased gross profit and higher income from joint ventures, partially offset by higher selling, general and administrative expenses, interest expense related to our borrowing arrangements and taxes due to higher pretax income. Net income margin remained consistent at 5.1% for the six months ended June 30, 2025, compared to 5.1% for the six months ended June 30, 2024.

Previous wording

Segment Results of Operations For the Three Months Ended March 31, 2025 and 2024

Current wording

Segment Results of Operations For the Three and Six Months Ended June 30, 2025 and 2024

Previous wording

The increase in corporate and other costs during the three months ended March 31, 2025 was primarily due to higher labor and professional service-related expenses of $1.9 million and $1.0 million, respectively, including incremental stand-alone operating costs, to support the operational growth of the business, partially offset by lower general expenses of $0.4 million. Lower general expenses were primarily due to lower office and charitable contribution expenses, partially offset by higher corporate overhead and rent expenses.

Current wording

The increase in corporate and other costs during the three months ended June 30, 2025 was primarily due to higher labor and professional service-related expenses of $2.9 million and $0.8 million, respectively, including incremental stand-alone operating costs, to support the operational growth of the business, along with higher general expenses of $1.6 million, including higher corporate overhead expenses.

Previous wording

E&M segment revenues for the three months ended March 31, 2025, were $648.2 million, an increase of $207.2 million, or 47.0%, from $441.0 million for the three months ended March 31, 2024. The increase primarily related to growth across all E&M end markets.

Current wording

E&M segment revenues for the six months ended June 30, 2025, were $1,361.8 million, an increase of $416.9 million, or 44.1%, from $944.9 million for the six months ended June 30, 2024. The increase primarily related to growth across all E&M end markets, except for Service & other, which had a marginal decrease in revenue.

Previous wording

•Commercial revenues rose $172.4 million with higher data center and hospitality submarket activity due to increased workloads, partially offset by reduced project activity in the general commercial submarket.

Current wording

•Commercial revenues rose $394.4 million with higher data center and hospitality submarket activity due to increased workloads.

Previous wording

•Institutional revenues increased $19.6 million from higher workloads in the government and education submarkets.

Current wording

•Institutional revenues increased $14.1 million from higher workloads in the education and government submarkets, with lower project activity in the healthcare submarket.

Previous wording

•Renewables revenues grew $8.3 million due to increased demand within the generation submarket and timing of projects.

Current wording

•Renewables revenues grew $6.2 million due to increased project activity within the generation submarket and timing of projects.

Previous wording

T&D segment revenues for the three months ended March 31, 2025, were $185.0 million, a decrease of $3.5 million, or 1.9%, from $188.5 million for the three months ended March 31, 2024. The decrease primarily related to lower utility end-market revenues, partially offset by higher transportation end-market revenues.

Current wording

T&D segment revenues for the six months ended June 30, 2025, were $397.4 million, an increase of $2.1 million, or 0.5%, from $395.3 million for the six months ended June 30, 2024. The increase primarily related to higher transportation end-market revenues, partially offset by lower utility end-market revenues.

Previous wording

•Utility revenues decreased $6.0 million from lower workloads due to weather-related impacts and timing of project availability in the storm, distribution, transmission and substation submarkets, partially offset by increased project activity across the underground and construction submarkets.

Current wording

•Utility revenues decreased $3.8 million from lower workloads due to weather-related impacts and timing of project availability in the distribution, storm, transmission and substation submarkets, partially offset by increased project activity across the underground, sales and construction submarkets.

Previous wording

E&M segment operating income for the three months ended March 31, 2025, was $44.3 million, an increase of $14.3 million, or 47.7%, from $30.0 million for the three months ended March 31, 2024. The increase was primarily driven by higher gross profit across all E&M end markets, particularly industrial and commercial, due to timing of projects and efficiency gains on certain projects. However, E&M gross profit percentage decreased due to changes in project mix. Operating income was also impacted by higher selling, general and administrative expenses, including cost increases for labor of $3.5 million, professional-related services of $1.1 million and general expenses of $0.4 million, partially offset by lower provision for expected credit losses of $1.2 million. Operating income, as a percentage of revenues, for our E&M segment was 6.8% for the three months ended March 31, 2025, consistent with the three months ended March 31, 2024.

Current wording

E&M segment operating income for the six months ended June 30, 2025, was $103.5 million, an increase of $37.7 million, or 57.3%, from $65.8 million for the six months ended June 30, 2024. The increase was primarily driven by higher gross profit across all E&M end markets, particularly commercial and industrial, due to project timing and efficiency gains on certain projects. However, E&M gross profit margin decreased to 11.3% for the six months ended June 30, 2025, compared to 11.5% for the six months ended June 30, 2024, due to changes in project mix. Operating income was also impacted by higher selling, general and administrative expenses, including cost increases for labor of $7.1 million, professional-related services of $1.5 million and general expenses of $0.5 million, partially offset by lower provision for expected credit losses of $1.5 million. Operating income margin for our E&M segment increased to 7.6% for the six months ended June 30, 2025, compared to 7.0% for the six months ended June 30, 2024.

Previous wording

The increase in E&M backlog from March 31, 2025, compared to March 31, 2024, primarily reflected additional project growth in the commercial, industrial, institutional and renewables end markets, partially offset by project declines in the service & other end market during the period.

Current wording

The increase in E&M backlog from June 30, 2025, compared to December 31, 2024, primarily reflected additional project growth in the commercial end market, partially offset by project declines in the remaining E&M end markets during the period.

Previous wording

The increase in E&M backlog from March 31, 2025, compared to December 31, 2024, primarily reflected additional project growth in the commercial and industrial end markets, partially offset by project declines in the institutional and renewables end markets during the period.

Current wording

The increase in E&M backlog from June 30, 2025, compared to June 30, 2024, primarily reflected additional project growth in the commercial, renewables and institutional end markets, partially offset by project declines in the industrial and service & other end markets during the period.

Previous wording

The increase in T&D backlog from March 31, 2025, compared to March 31, 2024, primarily reflected additional utility and transportation end-market projects during the period.

Current wording

The increase in T&D backlog from June 30, 2025, compared to December 31, 2024, primarily reflected additional project growth in the utility end market, partially offset by project declines in the transportation end market during the period.

Previous wording

The increase in T&D backlog from March 31, 2025, compared to December 31, 2024, primarily reflected additional utility end-market projects during the period.

Current wording

The increase in T&D backlog from June 30, 2025, compared to June 30, 2024, primarily reflected additional project growth in the utility end market, partially offset by project declines in the transportation end market during the period.

Previous wording

As of March 31, 2025 and December 31, 2024, we had $74.0 million and $86.0 million of cash, cash equivalents and restricted cash, respectively, including $19.7 million and $16.1 million, respectively, of restricted cash held by the Captive Cell.

Current wording

As of June 30, 2025 and December 31, 2024, we had $84.7 million and $86.0 million of cash, cash equivalents and restricted cash, respectively, including $20.2 million and $16.1 million, respectively, of restricted cash held by the Captive Cell.

Previous wording

The Term Loan requires quarterly amortization payments of 5.00% per annum of the original principal amount thereof. We repaid our required quarterly amortization payment of $3.8 million under the Term Loan during the three months ended March 31, 2025.

Current wording

The Term Loan requires quarterly amortization payments of 5.00% per annum of the original principal amount thereof. We repaid our required quarterly amortization payments totaling $7.5 million of the Term Loan during the six months ended June 30, 2025.

Previous wording

As of March 31, 2025, we had $296.2 million outstanding under the Term Loan and $209.4 million of available capacity under the Revolving Credit Facility, net of $15.6 million of outstanding standby letters of credit.

Current wording

As of June 30, 2025 and December 31, 2024, we had $292.5 million and $300.0 million outstanding under the Term Loan, respectively, with $209.4 million of available capacity under the Revolving Credit Facility, net of $15.6 million of outstanding standby letters of credit.

Previous wording

In order to borrow under the debt instruments, we must be in compliance with the applicable covenants and certain other conditions, all of which we were in compliance with as of March 31, 2025. In the event we do not comply with the applicable covenants and other conditions, we would be in default on our agreements, and alternative sources of funding may need to be pursued. For additional information on our debt arrangements, refer to Note 6 – Debt in the unaudited condensed consolidated financial statements contained elsewhere in this Quarterly Report.

Current wording

In order to borrow under the debt instruments, we must be in compliance with the applicable covenants and certain other conditions, all of which we were in compliance with as of both June 30, 2025 and December 31, 2024. In the event we do not comply with the applicable covenants and other conditions, we would be in default on our agreements, and alternative sources of funding may need to be pursued. For additional information on our debt arrangements, refer to Note 6 – Debt in the unaudited condensed consolidated financial statements contained elsewhere in this Quarterly Report.

Previous wording

Working capital, defined as current assets minus current liabilities, was $425.0 million and $403.9 million as of March 31, 2025 and December 31, 2024, respectively. Our working capital requirements may increase when we commence multiple projects or particularly large projects because labor, subcontractor, inventory and certain other costs typically become payable before the receivables resulting from work performed are collected. Working capital may also increase when we incur costs for work that is the subject of unpaid retainage, change orders and claims. The typical payment billing terms are due within 30 days but may differ depending on contract terms. Retention on receivables can impact the cash collection cycle beyond expenses incurred. The timing of billings and project completions can contribute to changes in unbilled revenue. As of March 31, 2025, we expect that substantially all unbilled receivables will be billed to customers in the normal course of business within the next 12 months.

Current wording

Working capital, defined as current assets minus current liabilities, was $474.7 million and $403.9 million as of June 30, 2025 and December 31, 2024, respectively. Our working capital requirements may increase when we commence multiple projects or particularly large projects because labor, subcontractor, inventory and certain other costs typically become payable before the receivables resulting from work performed are collected. Working capital may also increase when we incur costs for work that is the subject of unpaid retainage, change orders and claims. The typical payment billing terms are due within 30 days but may differ depending on contract terms. Retention on receivables can impact the cash collection cycle beyond expenses incurred. The timing of billings and project completions can contribute to changes in unbilled revenue. As of June 30, 2025, we expect that substantially all unbilled receivables will be billed to customers in the normal course of business within the next 12 months.

Previous wording

Our cash capital expenditures for thethree months ended March 31, 2025, were$18.5 million, or $15.2 million net of proceeds from asset disposals, compared to$9.2 million, or$6.4 million net of proceeds from asset disposals, for thethree months ended March 31, 2024. Capital expenditures were primarily used for vehicle, equipment and building investments to support the growth of our business. For thethree months ended March 31, 2025, capital expenditures were funded by internal sources and borrowings under our credit and financing arrangements. Whereas, for thethree months ended March 31, 2024, capital expenditures were funded by internal sources and related-party borrowings from MDU Resources and Centennial.

Current wording

Our cash capital expenditures for thesix months ended June 30, 2025, were$31.6 million, or $26.0 million net of proceeds from asset disposals, compared to$16.5 million, or$11.1 million net of proceeds from asset disposals, for thesix months ended June 30, 2024. Capital expenditures were primarily used for vehicle, equipment and building investments to support the growth of our business. For thesix months ended June 30, 2025, capital expenditures were funded by internal sources and borrowings under our credit and financing arrangements. Whereas, for thesix months ended June 30, 2024, capital expenditures were funded by internal sources and related-party borrowings from MDU Resources and Centennial.