# IES Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [IES Holdings, Inc.](/companies/iesc.md) (CIK 1048268)
- Form: 10-Q
- Filed: 2025-08-01
- Accepted by EDGAR: Aug 1, 2025, 11:50 ET
- Period: 2025-06-30
- Accession: 0001048268-25-000106
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1048268/000104826825000106/iesc-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1048268/000104826825000106/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $890.2m | us-gaap:Revenues |
| Revenue | 9 months, 2024-10-01 to 2025-06-30 | $2.47bn | us-gaap:Revenues |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $650.6m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2024-10-01 to 2025-06-30 | $1.85bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-04-01 to 2025-06-30 | $239.6m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2024-10-01 to 2025-06-30 | $626.5m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $127.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2024-10-01 to 2025-06-30 | $346.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $111.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2024-10-01 to 2025-06-30 | $279.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $534.0k | us-gaap:InterestExpense |
| Interest expense | 9 months, 2024-10-01 to 2025-06-30 | $1.3m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $29.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2024-10-01 to 2025-06-30 | $75.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $79.3m | us-gaap:ProfitLoss |
| Net income | 9 months, 2024-10-01 to 2025-06-30 | $209.6m | us-gaap:ProfitLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $3.81 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-10-01 to 2025-06-30 | $10.03 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $3.86 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-10-01 to 2025-06-30 | $10.16 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 20,104,257 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2024-10-01 to 2025-06-30 | 20,188,035 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2024-10-01 to 2025-06-30 | $154.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-04-01 to 2025-06-30 | $17.1m | us-gaap:PaymentsToAcquireProductiveAssets |
| Capital expenditure | 9 months, 2024-10-01 to 2025-06-30 | $47.3m | us-gaap:PaymentsToAcquireProductiveAssets |
| Share repurchases | 9 months, 2024-10-01 to 2025-06-30 | $41.6m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $101.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $1.01bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $1.47bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $546.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $647.3m | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $20.0m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-06-30 | $781.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 45,482 characters.

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the notes thereto, set forth in Part II, Item 8. “*Financial Statements and Supplementary Data”* as set forth in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and the Condensed Consolidated Financial Statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The following discussion may contain forward looking statements. For additional information, see “*Disclosure Regarding Forward Looking Statements”* in Part I of this Quarterly Report on Form 10-Q.

### OVERVIEW

### Executive Overview

Please refer to Part I, Item 1. “*Business”* of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, for a discussion of the Company’s services and corporate strategy. IES Holdings, Inc., a Delaware corporation, designs and installs integrated electrical and technology systems and provides infrastructure products and services to a variety of end markets, including data centers, residential housing, and commercial and industrial facilities. Our operations are organized into four business segments: Communications, Residential, Infrastructure Solutions and Commercial & Industrial.

### Current Market and Operating Conditions

Throughout the first nine months of fiscal 2025, our business has benefited from strong demand continuing across many of our key end markets. However, our business segments each have their own unique set of factors influencing demand for our services. Housing affordability challenges from elevated mortgage rates and inflation, as well as the impact of overall economic uncertainty on consumer confidence, have persisted throughout the spring and into the summer, which is typically an active time for home sales. In response to this, many large home builders have increased their offerings of customer incentives as they focus on maintaining volume through fluctuations in consumer demand. These incentives have put pressure on our revenues and gross margins in our single-family business. Current tariff policy could exacerbate these housing affordability and consumer confidence issues, which could further impact our single-family business. In the multi-family residential business, higher borrowing costs for project owners during fiscal 2024 resulted in a reduction in backlog entering fiscal 2025, which in turn drove a reduction in multi-family residential revenues for fiscal 2025 to date. Backlog across our business segments as a whole remains high, reflecting strong demand in key end markets. Demand with respect to data centers, a key end market served by our Communications, Infrastructure Solutions, and Commercial & Industrial segments, remains particularly strong. However, availability of labor and capacity could constrain the rate at which we are able to grow our business in this end market.

### RESULTS OF OPERATIONS

We report our operating results across our four operating segments: Communications, Residential, Infrastructure Solutions, and Commercial & Industrial. Expenses associated with our corporate office are classified separately. The following table presents selected historical results of operations of IES Holdings, Inc., including the results of acquired businesses from the dates acquired.

*(Dollars in thousands, Percentage of revenues)*

|  | Three Months Ended June 30, 2025 $% |  | 2024 $% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $890,158 | 100.0% | $768,415 | 100.0% |
| Cost of services | 650,561 | 73.1 | 573,634 | 74.7 |
| Gross profit | 239,597 | 26.9 | 194,781 | 25.3 |
| Selling, general and administrative expenses | 127,334 | 14.3 | 104,694 | 13.6 |
| Contingent consideration | 338 | — | 43 | — |
| Loss (gain) on sale of assets | 23 | — | (132) | — |
| Operating income | 111,902 | 12.6 | 90,176 | 11.7 |
| Interest and other expense, net | 3,151 | 0.4 | 965 | 0.1 |
| Income from operations before income taxes | 108,751 | 12.2 | 89,211 | 11.6 |
| Provision for income taxes | 29,464 | 3.3 | 22,572 | 2.9 |
| Net income | 79,287 | 8.9 | 66,639 | 8.7 |
| Net income attributable to noncontrolling interest | (2,057) | (0.2) | (4,539) | (0.6) |
| Net income attributable to IES Holdings, Inc. | $77,230 | 8.7% | $62,100 | 8.1% |

24

Consolidated revenues for the three months ended June 30, 2025, were $121.7 million higher than for the three months ended June 30, 2024, an increase of 15.8%, with increases at our Communications, Infrastructure Solutions and Commercial & Industrial segments and a decrease at our Residential segment. See further discussion below of changes in revenues for our individual segments.

Consolidated gross profit for the three months ended June 30, 2025 increased $44.8 million compared to the three months ended June 30, 2024. Our overall gross profit percentage was 26.9% during the three months ended June 30, 2025, as compared to 25.3% during the three months ended June 30, 2024. Gross profit as a percentage of revenue increased at our Communications, Residential and Infrastructure Solutions segments and decreased at our Commercial & Industrial segment. See further discussion below of changes in gross margin for our individual segments.

Selling, general and administrative expenses include costs not directly associated with performing work for our customers. These costs consist primarily of compensation and benefits related to corporate, segment and branch management (including incentive-based compensation), occupancy and utilities, training, professional services, information technology costs, consulting fees, travel and certain types of depreciation and amortization. We allocate certain corporate selling, general and administrative costs across our segments as we believe this more accurately reflects the costs associated with operating each segment.

During the three months ended June 30, 2025, our selling, general and administrative expenses were $127.3 million, an increase of $22.6 million, or 21.6%, over the three months ended June 30, 2024, driven by increased personnel costs across our operating segments to support their growth and increased incentive compensation in connection with higher earnings than in the prior fiscal year. As a percentage of revenue, selling, general and administrative expenses increased from 13.6% for the three months ended June 30, 2024 to 14.3% for the three months ended June 30, 2025.

*(Dollars in thousands, Percentage of revenues)*

|  | Nine Months Ended June 30, 2025 $% |  | 2024 $% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $2,473,665 | 100.0% | $2,108,592 | 100.0% |
| Cost of services | 1,847,172 | 74.7 | 1,598,394 | 75.8 |
| Gross profit | 626,493 | 25.3 | 510,198 | 24.2 |
| Selling, general and administrative expenses | 346,417 | 14.0 | 285,816 | 13.6 |
| Contingent consideration | 1,016 | — | 78 | — |
| Gain on sale of assets | (156) | — | (1,576) | (0.1) |
| Operating income | 279,216 | 11.3 | 225,880 | 10.7 |
| Interest and other (income) expense, net | (5,881) | (0.2) | 1,511 | 0.1 |
| Income from operations before income taxes | 285,097 | 11.5 | 224,369 | 10.6 |
| Provision for income taxes | 75,537 | 3.1 | 57,342 | 2.7 |
| Net income | 209,560 | 8.5 | 167,027 | 7.9 |
| Net income attributable to noncontrolling interest | (5,375) | (0.2) | (11,062) | (0.5) |
| Net income attributable to IES Holdings, Inc. | $204,185 | 8.3% | $155,965 | 7.4% |

Consolidated revenues for the nine months ended June 30, 2025, were $365.1 million higher than for the nine months ended June 30, 2024, an increase of 17.3%, with increases at our Communications, Infrastructure Solutions and Commercial & Industrial segments and a decrease at our Residential segment. See further discussion below of changes in revenues for our individual segments.

Consolidated gross profit for the nine months ended June 30, 2025 increased $116.3 million compared to the nine months ended June 30, 2024. Our overall gross profit percentage increased to 25.3% during the nine months ended June 30, 2025, as compared to 24.2% during the nine months ended June 30, 2024. Gross profit as a percentage of revenue increased at our Communications and Infrastructure Solutions segments and decreased at our Residential and Commercial & Industrial segments. See further discussion below of changes in gross margin for our individual segments.

During the nine months ended June 30, 2025, our selling, general and administrative expenses were $346.4 million, an increase of $60.6 million, or 21.2%, over the nine months ended June 30, 2024, driven primarily by increased personnel costs across our operating segments to support their growth and increased incentive compensation in connection with higher earnings than in the prior fiscal year. Selling, general and administrative expenses as a percentage of revenue increased from 13.6% for the nine months ended June 30, 2024 to 14.0% for the nine months ended June 30, 2025.

### Communications

*(Dollars in thousands, Percentage of revenues)*

|  | Three Months Ended June 30, 2025 $% |  | 2024 $% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $299,213 | 100.0% | $192,303 | 100.0% |
| Cost of services | 226,089 | 75.6 | 155,184 | 80.7 |
| Gross profit | 73,124 | 24.4 | 37,119 | 19.3 |
| Selling, general and administrative expenses | 25,416 | 8.5 | 16,122 | 8.4 |
| Gain on sale of assets | (14) | — | (7) | — |
| Operating income | $47,722 | 15.9% | $21,004 | 10.9% |

*Revenues.* Our Communications segment’s revenues increased by $106.9 million during the three months ended June 30, 2025, or 55.6%, compared to the three months ended June 30, 2024. The increase primarily resulted from an increase in demand, particularly in the data center market.

*Gross Profit.* Our Communications segment’s gross profit during the three months ended June 30, 2025 increased by $36.0 million, or 97.0%, compared to the three months ended June 30, 2024. Gross profit as a percentage of revenue was 24.4% in the three months ended June 30, 2025 compared to 19.3% in the three months ended June 30, 2024. The increase in gross profit and gross margin primarily reflects strong demand as discussed above and successful project execution.

*Selling, General and Administrative Expenses.* Our Communications segment’s selling, general and administrative expenses increased by $9.3 million, or 57.6%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase primarily reflects higher personnel cost to support business growth and higher incentive compensation as a result of higher earnings. Selling, general and administrative expenses as a percentage of revenue was 8.5% during the three months ended June 30, 2025, compared to 8.4% during the three months ended June 30, 2024 as the increase in selling, general and administrative expenses was generally consistent with the Communications segment's revenue growth during the period.

*(Dollars in thousands, Percentage of revenues)*

|  | Nine Months Ended June 30, 2025 $% |  | 2024 $% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $805,189 | 100.0% | $556,554 | 100.0% |
| Cost of services | 620,211 | 77.0 | 444,225 | 79.8 |
| Gross profit | 184,978 | 23.0 | 112,329 | 20.2 |
| Selling, general and administrative expenses | 69,095 | 8.6 | 48,011 | 8.6 |
| Gain on sale of assets | (73) | — | (27) | — |
| Operating income | $115,956 | 14.4% | $64,345 | 11.6% |

*Revenues.* Our Communications segment's revenues increased by $248.6 million, or 44.7%, during the nine months ended June 30, 2025, compared to the nine months ended June 30, 2024. The increase primarily resulted from an increase in demand, particularly in the data center market.

*Gross Profit.* Our Communications segment’s gross profit during the nine months ended June 30, 2025 increased by $72.6 million, or 64.7%, as compared to the nine months ended June 30, 2024. Gross profit as a percentage of revenue increased from 20.2% to 23.0%. The increase in gross profit and gross margin primarily reflects strong demand as discussed above and successful project execution.

*Selling, General and Administrative Expenses.* Our Communications segment’s selling, general and administrative expenses increased by $21.1 million, or 43.9%, during the nine months ended June 30, 2025, compared to the nine months ended June 30, 2024. The increase primarily reflects higher personnel cost to support business growth and higher incentive compensation as a result of higher earnings. Selling, general and administrative expenses as a percentage of revenue was 8.6% during the nine months ended both June 30, 2025 and 2024 as the increase in selling, general and administrative expenses was generally consistent with the Communications segment's revenue growth during the period.

### Residential

*(Dollars in thousands, Percentage of revenues)*

|  | Three Months Ended June 30, 2025 $% |  | 2024 $% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $346,038 | 100.0% | $377,536 | 100.0% |
| Cost of services | 248,726 | 71.9 | 272,224 | 72.1 |
| Gross profit | 97,312 | 28.1 | 105,312 | 27.9 |
| Selling, general and administrative expenses | 63,932 | 18.5 | 61,662 | 16.3 |
| (Gain) loss on sale of assets | 4 | — | (70) | — |
| Operating income | $33,376 | 9.6% | $43,720 | 11.6% |

*Revenues.* Our Residential segment’s revenues decreased by $31.5 million, or 8.3%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Our single-family electrical revenues decreased by $23.9 million and our single-family plumbing and HVAC revenues decreased by $3.2 million compared to the prior year period, with expansion of the plumbing and HVAC trades into new markets partly offsetting the impact of slowing demand. Consumer demand in the single-family housing market was impacted by concerns over housing affordability and general economic conditions, leading to a decline in construction volumes and pressure on pricing during the period. Our multi-family revenues also decreased by $4.4 million, or 4.8%, driven by a reduction in backlog from fiscal years 2023 and 2024 due to the impact of continued elevated interest rates on demand.

*Gross Profit.* During the three months ended June 30, 2025, our Residential segment's gross profit decreased by $8.0 million, or 7.6%, compared to the three months ended June 30, 2024, driven primarily by lower volume as discussed above. Gross profit as a percentage of revenue increased to 28.1% during the three months ended June 30, 2025, compared to 27.9% for the three months ended June 30, 2024 as reduced material costs and improved project execution in our multi-family business resulting from improved procurement and other processes offset the impact of lower volume.

*Selling, General and Administrative Expenses.* Our Residential segment's selling, general and administrative expenses increased by $2.3 million, or 3.7%, during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily driven by higher personnel and other administrative costs to support the future growth of our business. Selling, general and administrative expenses as a percentage of revenue in the Residential segment increased to 18.5% during the three months ended June 30, 2025, compared to 16.3% in the three months ended June 30, 2024. The increase as a percentage of revenue was primarily driven by the decrease in revenues as discussed above.

*(Dollars in thousands, Percentage of revenues)*

|  | Nine Months Ended June 30, 2025 $% |  | 2024 $% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $983,975 | 100.0% | $1,032,764 | 100.0% |
| Cost of services | 727,863 | 74.0 | 763,351 | 73.9 |
| Gross profit | 256,112 | 26.0 | 269,413 | 26.1 |
| Selling, general and administrative expenses | 176,395 | 17.9 | 168,298 | 16.3 |
| Contingent consideration | — | — | 35 | (0.1) |
| Gain on sale of assets | (159) | — | (1,427) | (0.1) |
| Operating income | $79,876 | 8.1% | $102,507 | 9.9% |

*Revenues.* Our Residential segment's revenues decreased by $48.8 million, or 4.7%, during the nine months ended June 30, 2025, compared to the nine months ended June 30, 2024. The decrease in revenues was primarily driven by a decrease of $39.2 million, or 7.3%, in our single-family electrical business revenues compared to the prior year period as consumer demand in the single-family housing market was impacted by concerns over housing affordability and general economic conditions, leading to a decline in construction volumes and pressure on pricing during the period.

*Gross Profit.* During the nine months ended June 30, 2025, our Residential segment's gross profit decreased by $13.3 million, or 4.9%, compared to the nine months ended June 30, 2024. The decrease in gross profit reflects the decline in volume as discussed above and reduced pricing to our customers, partially offset by reduced material costs and improved project execution in our multi-family business. Gross profit as a percentage of revenue was 26.0% during the nine months ended June 30, 2025, compared to 26.1% during the nine months ended June 30, 2024.

*Selling, General and Administrative Expenses.* Our Residential segment's selling, general and administrative expenses increased by $8.1 million, or 4.8%, during the nine months ended June 30, 2025, compared to the nine months ended June 30, 2024. The increase was primarily driven by higher personnel and other administrative costs to support the future growth of our business. Selling, general and administrative expenses as a percentage of revenue increased to 17.9% during the nine months ended June 30, 2025, compared to 16.3% during the nine months ended June 30, 2024. The increase as a percentage of revenue was primarily driven by the decrease in revenues as discussed above.

### Infrastructure Solutions

*(Dollars in thousands, Percentage of revenues)*

|  | Three Months Ended June 30, 2025 $%% |  | 2024 |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $129,488 | 100.0% | $102,022 | 100.0% |
| Cost of services | 83,329 | 64.4 | 71,366 | 70.0 |
| Gross profit | 46,159 | 35.6 | 30,656 | 30.0 |
| Selling, general and administrative expenses | 13,114 | 10.1 | 10,886 | 10.7 |
| Contingent consideration | 338 | 0.3 | 43 | — |
| (Gain) loss on sale of assets | 35 | — | (3) | — |
| Operating income | $32,672 | 25.2% | $19,730 | 19.3% |

*Revenues.* Revenues in our Infrastructure Solutions segment increased by $27.5 million during the three months ended June 30, 2025, an increase of 26.9% compared to the three months ended June 30, 2024, driven primarily by continued strong demand in our custom engineered solutions manufacturing businesses, including generator enclosures for data center customers, as well as expansion of our field services offerings. Arrow Engine Company (“Arrow”), which was acquired on January 31, 2025, contributed $5.3 million in revenues in the three months ended June 30, 2025.

*Gross Profit*. Our Infrastructure Solutions segment’s gross profit during the three months ended June 30, 2025 increased $15.5 million, or 50.6%, compared to the three months ended June 30, 2024, and gross profit as a percentage of revenue increased from 30.0% to 35.6%. The improvement in gross profit and gross margin was primarily driven by higher volumes, improved pricing, operating efficiencies at our facilities, and the impact of investments to increase capacity we have made over the last several years.

*Selling, General and Administrative Expenses.* Our Infrastructure Solutions segment’s selling, general and administrative expenses during the three months ended June 30, 2025 increased by $2.2 million, or 20.5%, compared to the three months ended June 30, 2024, primarily as a result of increased employee compensation cost to support growth in the business, higher incentive compensation as a result of higher earnings, and $0.8 million of expense incurred at Arrow. Selling, general and administrative expenses as a percentage of revenue decreased from 10.7% for the three months ended June 30, 2024 to 10.1% for the three months ended June 30, 2025 as we benefited from the scale of our operations.

*(Dollars in thousands, Percentage of revenues)*

|  | Nine Months Ended June 30, 2025 $% |  | 2024 $% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $355,233 | 100.0% | $240,699 | 100.0% |
| Cost of services | 234,801 | 66.1 | 168,107 | 69.8 |
| Gross profit | 120,432 | 33.9 | 72,592 | 30.2 |
| Selling, general and administrative expenses | 36,869 | 10.4 | 25,798 | 10.7 |
| Contingent consideration | 1,016 | 0.3 | 43 | — |
| (Gain) loss on sale of assets | 105 | — | (3) | — |
| Operating income | $82,442 | 23.2% | $46,754 | 19.4% |

*Revenues.* Revenues in our Infrastructure Solutions segment increased by $114.5 million, or 47.6%, during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024. The increase in revenue was driven primarily by continued strong demand in our custom engineered solutions manufacturing businesses, including generator enclosures for data center customers, as well as expansion of our field services offerings. Greiner Industries, Inc. (“Greiner”), which was acquired on April 1, 2024, and Arrow contributed $47.3 million in revenue in the nine months ended June 30, 2025, compared to $15.3 million in revenue at Greiner in the nine months ended June 30, 2024.

*Gross Profit*. Our Infrastructure Solutions segment’s gross profit during the nine months ended June 30, 2025 increased by $47.8 million, or 65.9%, compared to the nine months ended June 30, 2024, and gross profit as a percentage of revenue increased to 33.9% for the nine months ended June 30, 2025 compared to 30.2% for the nine months ended June 30, 2024. The improvement in gross profit and gross margin was primarily driven by higher volumes, improved pricing, operating efficiencies at our facilities, and the impact of investments to increase capacity we have made over the last several years.

*Selling, General and Administrative Expenses.* Our Infrastructure Solutions segment’s selling, general and administrative expenses during the nine months ended June 30, 2025 increased by $11.1 million, or 42.9%, compared to the nine months ended June 30, 2024, primarily as a result of $6.4 million of expense incurred at Greiner and Arrow in the nine months ended June 30, 2025 compared to $0.9 million incurred at Greiner in the nine months ended June 30, 2024, increased employee compensation cost to support growth in the business and higher incentive compensation as a result of higher earnings. Selling, general and administrative expenses as a percentage of revenue decreased from 10.7% for the nine months ended June 30, 2024 to 10.4% for the nine months ended June 30, 2025 as we benefited from the scale of our operations.

### Commercial & Industrial

*(Dollars in thousands, Percentage of revenues)*

|  | Three Months Ended June 30, 2025 $%% |  | 2024 |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $115,419 | 100.0% | $96,554 | 100.0% |
| Cost of services | 92,417 | 80.1 | 74,860 | 77.5 |
| Gross profit | 23,002 | 19.9 | 21,694 | 22.5 |
| Selling, general and administrative expenses | 10,055 | 8.7 | 8,717 | 9.0 |
| Gain on sale of assets | (2) | — | (52) | (0.1) |
| Operating income | $12,949 | 11.2% | $13,029 | 13.5% |

*Revenues.* Revenues in our Commercial & Industrial segment increased by $18.9 million, or 19.5%, during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily driven by increased activity in the education and healthcare end markets, continued strong demand and successful execution of backlog, particularly in the data center end market, and expansion of one of our operations in the Midwest market.

*Gross Profit*. Our Commercial & Industrial segment’s gross profit during the three months ended June 30, 2025 increased by $1.3 million, or 6.0%, compared to the three months ended June 30, 2024. Gross profit as a percentage of revenue decreased from 22.5% for the quarter ended June 30, 2024 to 19.9% for the quarter ended June 30, 2025. While we benefited from improved volumes, project execution and bid margins in the quarter ended June 30, 2025, gross profit as a percentage of revenue for the quarter ended June 30, 2024 reflected a strong contribution from a large data center project where we completed additions to the original scope of work at favorable margins.

Selling, General and Administrative Expenses. Our Commercial & Industrial segment’s selling, general and administrative expenses during the three months ended June 30, 2025 increased by $1.3 million, or 15.3%, compared to the three months ended June 30, 2024 primarily as a result of increased employee compensation cost, including higher incentive compensation as a result of successful project execution. Selling, general and administrative expenses as a percentage of revenue decreased from 9.0% for the three months ended June 30, 2024 to 8.7% for the three months ended June 30, 2025 as we benefited from the scale of our operations.

*(Dollars in thousands, Percentage of revenues)*

|  | Nine Months Ended June 30, 2025 $% |  | 2024 $% |  |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $329,268 | 100.0% | $278,575 | 100.0% |
| Cost of services | 264,297 | 80.3 | 222,711 | 79.9 |
| Gross profit | 64,971 | 19.7 | 55,864 | 20.1 |
| Selling, general and administrative expenses | 29,143 | 8.9 | 24,271 | 8.7 |
| Gain on sale of assets | (29) | — | (105) | — |
| Operating income | $35,857 | 10.9% | $31,698 | 11.4% |

*Revenues.* Revenues in our Commercial & Industrial segment increased by $50.7 million, or 18.2%, during the nine months ended June 30, 2025, compared to the nine months ended June 30, 2024. The increase was primarily driven by continued strong demand and successful execution of backlog, particularly in the data center end market, increased activities in the education and healthcare end markets, and expansion of one of our operations in the Midwest market.

*Gross Profit*. Our Commercial & Industrial segment’s gross profit during the nine months ended June 30, 2025 increased by $9.1 million, or 16.3%, compared to the nine months ended June 30, 2024. Gross profit as a percentage of revenue was 20.1% for the nine months ended June 30, 2024 compared to 19.7% for the nine months ended June 30, 2025. While we benefited from improved volumes, project execution and bid margins in the nine months ended June 30, 2025, gross profit as a percentage of revenue for the nine months ended June 30, 2024 reflected a strong contribution from a large data center project where we completed additions to the original scope of work at favorable margins.

*Selling, General and Administrative Expenses.* Our Commercial & Industrial segment’s selling, general and administrative expenses during the nine months ended June 30, 2025 increased by $4.9 million, or 20.1%, compared to the nine months ended June 30, 2024 primarily as a result of increased employee compensation cost, including higher incentive compensation as a result of successful project execution. Selling, general and administrative expenses as a percentage of revenue was 8.7% for the nine months ended June 30, 2024 compared to 8.9% for the nine months ended June 30, 2025.

### INTEREST AND OTHER EXPENSE, NET

*(In thousands)*

|  | Three Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Interest expense | $388 | $323 |
| Deferred financing charges | 146 | 72 |
| Total interest expense | 534 | 395 |
| Interest income | (435) | (1,044) |
| Other expense, net | 3,052 | 1,614 |
| Total other expense, net | 2,617 | 570 |
| Total interest and other expense, net | $3,151 | $965 |

During the three months ended June 30, 2025, we incurred interest expense of $0.5 million primarily comprised of interest on our finance lease agreements and fees on an average letter of credit balance of $5.5 million under our revolving credit facility and an average unused line of credit balance of $292.2 million. This compares to interest expense of $0.4 million for the three months ended June 30, 2024, primarily comprised of interest on our finance lease agreements and fees on an average letter of credit balance of $5.6 million under our revolving credit facility and an average unused line of credit balance of $142.9 million.

The increase in total other expense, net for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 is primarily the result of unrealized losses on investments in trading securities of $3.8 million in the three months ended June 30, 2025 compared to unrealized losses of $1.6 million on investments in trading securities in the three months ended June 30, 2024.

*(In thousands)*

|  | Nine Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Interest expense | $995 | $986 |
| Deferred financing charges | 323 | 212 |
| Total interest expense | 1,318 | 1,198 |
| Interest income | (2,055) | (3,311) |
| Other (income) expense, net | (5,144) | 3,624 |
| Total other (income) expense, net | (7,199) | 313 |
| Total interest and other (income) expense, net | $(5,881) | $1,511 |

During the nine months ended June 30, 2025, we incurred interest expense of $1.3 million primarily comprised of interest on our finance lease agreements and fees on an average letter of credit balance of $5.5 million under our revolving credit facility and an average unused line of credit balance of $233.3 million. This compares to interest expense of $1.2 million for the nine months ended June 30, 2024, primarily comprised of interest on our finance lease agreements and fees on an average letter of credit balance of $5.5 million under our revolving credit facility and an average unused line of credit balance of $142.7 million.

The change in total other (income) expense, net for the nine months ended June 30, 2025, compared with June 30, 2024 is primarily the result of unrealized gains on investments in trading securities of $4.1 million in the nine months ended June 30, 2025 compared to unrealized losses on investments in trading securities of $3.3 million in the nine months ended June 30, 2024, partially offset by a decrease in interest income from $3.3 million in the nine months ended June 30, 2024 to $2.1 million in the nine months ended June 30, 2025.

### PROVISION FOR INCOME TAXES

We recorded income tax expense of $29.5 million for the three months ended June 30, 2025, compared to $22.6 million for the three months ended June 30, 2024, driven primarily by increased pretax income.

We recorded income tax expense of $75.5 million for the nine months ended June 30, 2025, compared to $57.3 million for the nine months ended June 30, 2024, driven primarily by increased pretax income.

### CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations is based on our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of our Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses recognized during the periods presented. We review all significant estimates affecting our Condensed Consolidated Financial Statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on our beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. There can be no assurance that actual results will not differ from those estimates. For a discussion of our significant accounting policies, please see our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Some of the more significant estimates include revenue recognition, business combinations, and income taxes.

There have been no significant changes to our accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

### REMAINING PERFORMANCE OBLIGATIONS AND BACKLOG

Remaining performance obligations represent the unrecognized revenue value of our contractual commitments. While backlog is not a defined term under GAAP, it is a common measurement used in our industry, and we believe it improves our ability to forecast future results and identify operating trends that may not otherwise be apparent. Backlog is a measure of revenue that we expect to recognize from work that has yet to be performed on uncompleted contracts and from work that has been contracted but has not started, exclusive of short-term projects. While all of our backlog is supported by documentation from customers, backlog is not a guarantee of future revenues, as contractual commitments may change and our performance may vary. Not all of our work is performed under contracts included in backlog; for example, most of the apparatus repair work that is completed by our Infrastructure Solutions segment is performed under master service agreements on an as-needed basis. Additionally, electrical, plumbing and HVAC installation services for single-family housing at our Residential segment are completed on a short-term basis and are therefore excluded from backlog. The table below summarizes our remaining performance obligations and backlog (in thousands):

|  | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 |
| --- | ---: | ---: | ---: | ---: |
| Remaining performance obligations | $1,295,207 | $1,225,985 | $1,214,828 | $1,175,695 |
| Agreements without an enforceable obligation (1) | 771,593 | 586,724 | 539,164 | 610,459 |
| Backlog | $2,066,800 | $1,812,709 | $1,753,992 | $1,786,154 |
| (1) Our backlog contains signed agreements and letters of intent, which we do not have a legal right to enforce prior to work starting. These arrangements are excluded from remaining performance obligations until work begins. |  |  |  |  |

### WORKING CAPITAL

During the nine months ended June 30, 2025, working capital exclusive of cash, cash equivalents and restricted cash increased by $109.6 million from September 30, 2024, reflecting a $133.6 million increase in current assets excluding cash partially offset by a $24.0 million increase in current liabilities during the period.

During the nine months ended June 30, 2025, our current assets exclusive of cash, cash equivalents and restricted cash increased to $904.5 million, as compared to $770.9 million as of September 30, 2024. The increase was primarily driven by a $74.4 million increase in accounts receivable including retainage due to higher overall volume of sales and the timing of customer billings and project execution at the end of the period. Marketable securities also increased by $31.8 million as a portion of our excess cash was invested in trading securities. In addition, costs and estimated earnings in excess of billings increased by $14.6 million, driven by the timing of contract billings, and inventory increased by $7.0 million primarily due to the acquisition of Arrow during the nine months ended June 30, 2025.

During the nine months ended June 30, 2025, our total current liabilities increased by $24.0 million to $546.6 million, compared to $522.6 million as of September 30, 2024, primarily driven by a $28.2 million increase in accounts payable and accrued expenses as our volume of sales increased.

#### Surety

We believe the bonding capacity provided by our sureties is adequate for our current operations and will be adequate for our operations for the foreseeable future. As of June 30, 2025, the estimated cost to complete our bonded projects was approximately $142.2 million.

### LIQUIDITY AND CAPITAL RESOURCES

#### The Revolving Credit Facility

On January 21, 2025 we entered into the Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”). Pursuant to the Amended Credit Agreement, our maximum revolver amount increased from $150 million to $300 million, and the maturity date was extended from September 30, 2026 to January 21, 2030. In addition, the limitation on borrowings based on available collateral under the previous credit agreement was eliminated under the Amended Credit Agreement.

Under the Amended Credit Agreement, the Company is subject to certain financial covenants including a maximum Consolidated Total Leverage Ratio (as defined in the Amended Credit Agreement) of 3.00 to 1.00 and a minimum Consolidated Interest Coverage Ratio (as defined in the Amended Credit Agreement) of 3.00 to 1.00. As of June 30, 2025, the Company was in compliance with the financial covenants under the Amended Credit Agreement.

Amounts outstanding bear interest at a rate equal to either (1) the Base Rate (which is the greater of the Federal Funds Rate (as defined in the Amended Credit Agreement) and the Prime Rate (as defined in the Amended Credit Agreement)), (2) the Daily Simple SOFR (as defined in the Amended Credit Agreement) or (3) Term SOFR (as defined in the Amended Credit Agreement), plus, in each case, an interest rate margin, which is determined quarterly based on our Consolidated Total Leverage Ratio, in accordance with the following thresholds:

|  |  |  |  |
| --- | --- | --- | --- |
| Pricing Level | Consolidated Total Leverage Ratio | Interest Margin applicable to Daily Simple SOFR/Term SOFR | Interest Margin applicable to Base Rate |
| I | Greater than or equal to 2.50 to 1.00 | 2.25 percentage points | 1.25 percentage points |
| II | Greater than or equal to 1.75 to 1.00, but less than 2.50 to 1.00 | 2.00 percentage points | 1.00 percentage points |
| III | Greater than or equal to 1.00 to 1.00, but less than 1.75 to 1.00 | 1.75 percentage points | 0.75 percentage points |
| IV | Less than 1.00 to 1.00 | 1.50 percentage points | 0.50 percentage points |

In addition, we are charged monthly in arrears for an unused commitment fee of 0.25% to 0.35% per annum on any unused portion of the revolving credit facility based on the Company's Consolidated Total Leverage Ratio.

The Amended Credit Agreement restricts certain types of transactions when the Company’s Consolidated Total Leverage Ratio, after giving pro forma effect thereto, exceeds 2.75 to 1.00. The Amended Credit Agreement continues to contain other customary affirmative and negative covenants as well as events of default.

Under the Amended Credit Agreement, if in the future our Consolidated Total Leverage Ratio is greater than 3.00:1.00, or our Consolidated Interest Coverage Ratio is less than 3.00:1.00, or if we otherwise fail to perform or otherwise comply with certain of our covenants or other agreements under the Amended Credit Agreement, it would result in an event of default under the Amended Credit Agreement, which could result in some or all of our then-outstanding indebtedness becoming immediately due and payable.

At June 30, 2025, we had $5.5 million in outstanding letters of credit and $20.0 million of outstanding borrowings under our revolving credit facility.

#### Operating Activities

Our cash flow from operations is not only influenced by cyclicality, demand for our services, operating margins and the type of services we provide, but can also be influenced by working capital needs such as the timing of our receivable collections. Working capital needs are generally lower during our fiscal first and second quarters due to the seasonality that we experience in many regions of the country; however, a seasonal decline in working capital may be offset by needs associated with higher growth or acquisitions. Currently, our working capital needs are higher than they have been historically, as a result of growth of our business and elevated commodity prices.

Net cash provided by operating activities was $154.1 million during the nine months ended June 30, 2025, as compared to $141.6 million in the nine months ended June 30, 2024. The increase in operating cash flow resulted from increased earnings in the nine months ended June 30, 2025, partially offset by an increase in cash used in working capital, including $26.9 million of investments, net of sales, in marketable securities securities, during the nine months ended June 30, 2025 as compared with the nine months ended June 30, 2024.

#### Investing Activities

Net cash used in investing activities was $114.1 million for the nine months ended June 30, 2025, compared to $96.4 million used in investing activities in the nine months ended June 30, 2024. During the nine months ended June 30, 2025, we paid $44.9 million to acquire a membership interest in Jett Texas Company LLC (“Jett”), an investment company, as part of the financing of Jett's investment in the CB&I storage solutions business formerly owned by McDermott International, Ltd. We also made capital expenditures of $47.3 million as we continued to purchase new assets instead of entering into new lease agreements at our Communications segment and made other capital expenditures to support the growth of our business. Additionally, we paid $22.6 million in conjunction with business combinations, primarily related to the acquisition of Arrow in January 2025. During the nine months ended June 30, 2024, we completed the acquisition of Greiner for $67.7 million and used $30.9 million for capital expenditures to support the growth of our business.

#### Financing Activities

Net cash used in financing activities for the nine months ended June 30, 2025 was $32.4 million, compared to $76.1 million for the nine months ended June 30, 2024. Net cash used in financing activities for the nine months ended June 30, 2025 included $41.6 million used to repurchase our common stock, including repurchases to satisfy statutory withholding requirements upon the vesting of employee stock compensation, and $7.5 million in distributions to noncontrolling interests under operating agreements in connection with certain acquisitions. Net cash used in financing activities for the nine months ended June 30, 2024 included $31.2 million paid to acquire the noncontrolling interest in Bayonet, $24.3 million used to repurchase our common stock, including repurchases to satisfy statutory withholding requirements upon the vesting of employee stock compensation, $13.5 million in distributions to noncontrolling interests under operating agreements in connection with certain acquisitions, and $4.1 million to settle our contingent consideration liability related to prior year acquisitions.

#### Stock Repurchase Program

On July 31, 2024, our Board authorized a stock repurchase program for the purchase from time to time of up to $200.0 million of the Company’s common stock after the previous stock repurchase program was fully utilized. Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under pre-set terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program does not require the Company to purchase any specific number of shares and may be modified, suspended, reinstated, or terminated at any time at the Company’s discretion and without notice. We repurchased 173,262 shares pursuant to our repurchase programs during the nine months ended June 30, 2025.

### MATERIAL CASH REQUIREMENTS

From time to time, we may enter into firm purchase commitments for materials, such as copper or aluminum wire, which we expect to use in the ordinary course of business. These commitments are typically for terms of less than one year and require us to buy minimum quantities of materials at specific intervals at a fixed price over the term. As of June 30, 2025, we did not have any such firm commitments to purchase materials outstanding. In connection with expected growth in our business, we are planning to expand capacity in certain areas. In the second quarter of fiscal 2025 we updated our capital expenditure expectations for the current fiscal year to a range of $70 million to $80 million, compared to $45.2 million for the year ended September 30, 2024. There have been no other material changes in our material cash requirements from those disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. We expect that cash and cash equivalents, cash flow from operations and availability under our revolving credit facility will be sufficient to satisfy cash requirements during at least the next 12 months.

## Market risk

As filed, 3,529 characters.

Management is actively involved in monitoring exposure to market risk and continues to develop and utilize appropriate risk management techniques. Our exposure to significant market risks includes fluctuations in labor costs and commodity prices. We are also exposed to interest rate risk with respect to any debt obligations we may incur our revolving credit facility. For additional information see “*Disclosure Regarding Forward-Looking Statements”* in Part I of this Quarterly Report on Form 10-Q and our risk factors in Part I, Item 1A. “*Risk Factors”* in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

### Commodity Risk

Our exposure to significant market risks includes fluctuations in commodity prices for, among other things, copper, aluminum, steel, electrical components, certain plastics, and fuel. Commodity price risks may have an impact on our results of operations due to the fixed-price nature of many of our contracts. Over the long term, we expect to be able to pass along a portion of these costs to our customers, as market conditions in the industries we serve will allow.

### Investment Risk

We are exposed to market price volatility for our investments in marketable securities which are carried at fair value measured using market prices, with gains and losses included in “Other expense, net” on our Condensed Consolidated Statements of Comprehensive Income. Changes in the market value of these investments could create volatility in our reported earnings from period to period, and a decline in value of our investments could have an adverse impact on our reported earnings. Changes in market value of these investments measured at fair value resulted in an unrealized gain of $4.1 million in the nine months ended June 30, 2025. As of June 30, 2025, we had investments in marketable securities with a fair value of $66.8 million, and a 10% increase or decrease in the market value of these investments would cause a $6.7 million increase or decrease, respectively, to the carrying value of our investments in marketable securities and our pre-tax income. The hypothetical 10% increase or decrease does not represent the maximum extent to which the fair value of our investments could be affected by changes in market conditions. Our investments could decline in value by a far greater amount as a result of volatility in the equity markets and the concentrated nature of our investment portfolio.

### Interest Rate Risk

Floating rate debt, where the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates. Any long-term debt that may be outstanding from time to time under our revolving credit facility is structured on floating rate terms. We currently do not maintain any hedging contracts that would limit our exposure to variable rates of interest when we have outstanding borrowings under our revolving credit facility. Under the Amended Credit Agreement, we have the option to use SOFR as the benchmark for establishing the interest rate charged on our borrowings. If we choose to use SOFR to establish the interest rate on our borrowings and SOFR were to increase, our interest payment obligations on any then-outstanding borrowings would increase, having a negative effect on our cash flow and financial condition. A one percentage point increase in the interest rate on our long-term debt outstanding under the credit facility as of June 30, 2025 would cause a $0.2 million pre-tax annual increase in interest expense.

## Controls and procedures

As filed, 2,633 characters.

### Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. In the fiscal year ended September 30, 2024, we began planning and preparing for our phased implementation of a new enterprise resource planning (“ERP”) system, which will replace and upgrade many of our existing financial systems and processes. The ERP system is designed to accurately maintain our financial records and provide timely information to management to be used in operating the business. The first phase was implemented in the quarter ended December 31, 2024 and the Company has continued working toward the next phase of the implementation throughout the second and third quarters of fiscal 2025. Upon the first phase implementation, the Company updated its internal controls as appropriate. As the implementation activities take place, we will continue to monitor the impact of the implementation on our financial reporting business processes and evaluate each quarter whether there are changes that affect our internal control over financial reporting.

### Disclosure Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

## Risk factors

As filed, 185 characters.

There have been no material changes to the risk factors disclosed under Part I, Item 1A. “*Risk Factors”* in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

Filed Aug 1, 2025.
Source: SEC EDGAR, the filing index for accession 0001048268-25-000106. Last ingested by Listed: Oct 24, 2026, 15:03 ET. No prices; not investment advice.