IES Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2026

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, 2025, 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, 2025, 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 solutions 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

As we enter the fourth quarter of fiscal 2026, our remaining performance obligations and backlog are at record levels. Demand with respect to data centers, a key end market served by our Communications, Infrastructure Solutions, and Commercial & Industrial segments, has continued to grow. Investments in capacity we have made in recent years have allowed us to meet our customers' growing needs, and we expect to continue to invest in building our capacity and capabilities. We expect that these strategic investments, combined with our increased backlog, will drive growth in our business in the fourth quarter of the fiscal 2026 and into fiscal 2027. Availability of labor remains challenging, and will continue to be an area of focus for us. While demand is strong for much of our business, our operating segments each have their own unique set of factors influencing demand for our services. In our Residential business, lower demand and reduced housing starts have limited our ability to recover higher material costs through increased pricing, putting pressure on our margins. While we expect challenges in the single-family housing market to continue in the near term, we remain committed to this market, and will work to position the business to benefit when demand conditions improve. In the multi-family residential business, higher borrowing costs for project owners in recent years resulted in a reduction in backlog during fiscal 2025, which drove lower multi-family residential revenue for the first nine months of fiscal 2026 compared with the prior year. Multi-family backlog has increased over the first nine months of fiscal 2026, which we expect will benefit us in fiscal 2027. We are continuing to expand our Plumbing and HVAC offerings and focus on electrical markets where there may be an opportunity to expand our market share.

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)

Consolidated revenues for the three months ended June 30, 2026, were $352.5 million higher than for the three months ended June 30, 2025, an increase of 39.6%, 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, 2026 increased $101.1 million compared to the three months ended June 30, 2025. Our overall gross profit percentage was 27.4% during the three months ended June 30, 2026, as compared to 26.9% during the three months ended June 30, 2025. Gross profit as a percentage of revenue increased at our Communications and Commercial & Industrial segments and decreased at our Residential and Infrastructure Solutions segments. 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, 2026, our selling, general and administrative expenses were $162.2 million, an increase of $34.8 million, or 27.4%, over the three months ended June 30, 2025, 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. Certain of our stock-based employee compensation awards are expected to be cash-settled upon vesting, and our liability for these awards is adjusted at each period end based on the stock price at the balance sheet date. Expense related to these cash-settled stock-based awards was $11.4 million for the three months ended June 30, 2026, compared to $2.7 million for the three months ended June 30, 2025. The increase in expense was driven primarily by the increase in the price of our common stock. As a percentage of revenue, selling, general and administrative expenses decreased from 14.3% for the three months ended June 30, 2025 to 13.0% for the three months ended June 30, 2026.

(Dollars in thousands, Percentage of revenues)

Consolidated revenues for the nine months ended June 30, 2026 were $614.3 million higher than for the nine months ended June 30, 2025, an increase of 24.8%, 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 nine months ended June 30, 2026 increased $189.0 million compared to the nine months ended June 30, 2025. Our overall gross profit percentage increased to 26.4% during the nine months ended June 30, 2026 as compared to 25.3% during the nine months ended June 30, 2025. Gross profit as a percentage of revenue increased at our Communications, Infrastructure Solutions and Commercial & Industrial segments and decreased at our Residential segment. See further discussion below of changes in gross margin for our individual segments.

During the nine months ended June 30, 2026, our selling, general and administrative expenses were $426.4 million, an increase of $80.0 million, or 23.1%, over the nine months ended June 30, 2025, driven primarily by increased personnel costs across our operating segments to support their growth, increased incentive compensation in connection with higher earnings than in the prior fiscal year and continued investment in technology to support the scalability of the business. Expense related to our cash-settled stock-based awards was $17.6 million for the nine months ended June 30, 2026, compared to $3.8 million for the nine months ended June 30, 2025, with the increase in expense driven by an increase in the price of our common stock. Selling, general and administrative expenses as a percentage of revenue decreased from 14.0% for the nine months ended June 30, 2025 to 13.8% for the nine months ended June 30, 2026.

Communications

(Dollars in thousands, Percentage of revenues)

Revenues. Our Communications segment’s revenues increased by $153.9 million during the three months ended June 30, 2026, or 51.4%, compared to the three months ended June 30, 2025. The increase primarily resulted from continued strong demand in the data center market, and our recent capital investments have positioned us well to respond to that demand and deliver solutions to our customers. Demand for our services in the distribution center and high-tech manufacturing end markets also increased year over year.

Gross Profit. Our Communications segment’s gross profit during the three months ended June 30, 2026 increased by $45.7 million, or 62.5%, compared to the three months ended June 30, 2025. Gross profit as a percentage of revenue was 26.2% in the three months ended June 30, 2026 compared to 24.4% in the three months ended June 30, 2025. The increase in gross profit and gross margin primarily reflects strong demand as discussed above and successful project execution and improved margins on projects well-suited to our skilled workforce.

Selling, General and Administrative Expenses. Our Communications segment’s selling, general and administrative expenses increased by $9.8 million, or 38.7%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase primarily reflects higher personnel costs 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 7.8% during the three months ended June 30, 2026, compared to 8.5% during the three months ended June 30, 2025 as we benefited from the increased scale of our operations.

(Dollars in thousands, Percentage of revenues)

Revenues. Our Communications segment’s revenues increased by $367.5 million, or 45.6%, during the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. Continued strong demand in the data center market was the primary driver of the increase, while demand in the distribution center and high-tech manufacturing end markets also continued to grow.

Gross Profit. Our Communications segment’s gross profit during the nine months ended June 30, 2026 increased by $114.0 million, or 61.6%, as compared to the nine months ended June 30, 2025. Gross profit as a percentage of revenue increased from 23.0% to 25.5%. The increase in gross profit and gross margin primarily reflects strong demand as discussed above, successful project execution and improved margins on projects well-suited to our skilled workforce.

Selling, General and Administrative Expenses. Our Communications segment’s selling, general and administrative expenses increased by $27.2 million, or 39.3%, during the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. 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 8.2% for the nine months ended June 30, 2026 compared with 8.6% during the nine months ended June 30, 2025 as we benefited from the increased scale of our operations.

Residential

(Dollars in thousands, Percentage of revenues)

Revenues. Our Residential segment’s revenues decreased by $21.9 million, or 6.3%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Our single-family electrical revenues decreased by $20.4 million, primarily due to the continued impact of housing affordability and general economic conditions on consumer demand in the single-family housing market leading to a decline in construction volumes and pressure on pricing during the period. Our single-family plumbing and HVAC revenues increased by $10.9 million compared to the prior year period, with expansion of the plumbing and HVAC trades into new markets offsetting the impact of slowing demand on new home construction. Our multi-family revenues decreased by $12.4 million, or 14.2%, reflecting a decline in backlog during fiscal 2025 resulting from the impact of elevated interest rates on demand.

Gross Profit. During the three months ended June 30, 2026, our Residential segment's gross profit decreased by $25.2 million, or 25.9%, compared to the three months ended June 30, 2025, driven primarily by lower volume as discussed above. Gross profit as a percentage of revenue decreased to 22.2% during the three months ended June 30, 2026, compared to 28.1% for the three months ended June 30, 2025 as the weaker demand environment and pricing pressure from our customers limited our ability to recover higher costs of materials through pricing actions.

Selling, General and Administrative Expenses. Our Residential segment's selling, general and administrative expenses decreased by $8.0 million, or 12.6%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease was primarily driven by a reduction in headcount and lower incentive compensation costs associated with lower profitability. Selling, general and administrative expenses as a percentage of revenue in the Residential segment decreased to 17.2% during the three months ended June 30, 2026, compared to 18.5% in the three months ended June 30, 2025. The decrease as a percentage of revenue was primarily attributable to selling, general and administrative expenses declining at a faster rate than revenues, reflecting the reductions in incentive compensation and headcount described above.

(Dollars in thousands, Percentage of revenues)

Revenues. Our Residential segment’s revenues decreased by $88.2 million, or 9.0%, during the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. Our single-family electrical revenues decreased by $78.5 million compared to the prior year period. Consumer demand in the single-family housing market was impacted by housing affordability challenges, availability and cost of insurance, and overall economic uncertainty, leading to a decline in construction volumes and pressure on pricing during the period. Our multi-family revenues also decreased by $40.2 million, reflecting a decline in backlog during fiscal 2025 resulting from the impact of elevated interest rates on demand. Our single-family plumbing and HVAC revenue increased by $30.5 million compared to the prior year period as the general decrease in demand for single-family housing was more than offset by continued expansion of our plumbing and HVAC business into new markets, as well as improved market conditions for these services in certain markets.

Gross Profit. During the nine months ended June 30, 2026, our Residential segment’s gross profit decreased by $59.3 million, or 23.2%, compared to the nine months ended June 30, 2025. Gross profit as a percentage of revenue was 22.0% during the nine months ended June 30, 2026, compared to 26.0% during the nine months ended June 30, 2025. The decrease in gross profit and gross profit as a percentage of revenue reflects the decline in volume as discussed above and reduced pricing to our customers.

Selling, General and Administrative Expenses. Our Residential segment’s selling, general and administrative expenses decreased by $11.0 million, or 6.3%, during the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025. The decrease was primarily driven by a reduction in headcount and lower incentive compensation expense in connection with lower profitability, partly offset by investments to support the future scalability of our business. Selling, general and administrative expenses as a percentage of revenue increased to 18.5% during the nine months ended June 30, 2026, compared to 17.9% during the nine months ended June 30, 2025. 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)

Revenues. Revenues in our Infrastructure Solutions segment increased by $94.6 million during the three months ended June 30, 2026, an increase of 73.1% compared to the three months ended June 30, 2025, driven primarily by continued strong demand in our custom engineered solutions manufacturing businesses, primarily in the data center end market, and our ability to meet that demand through expanded capacity. We also continued to grow our field services offerings. Gulf Island Fabrication, Inc. (“Gulf Island”), which was acquired on January 16, 2026, contributed $51.7 million in revenues in the three months ended June 30, 2026.

Gross Profit. Our Infrastructure Solutions segment’s gross profit during the three months ended June 30, 2026 increased $30.0 million, or 64.9%, compared to the three months ended June 30, 2025, driven by increased revenue as discussed above, while gross profit as a percentage of revenue decreased from 35.6% to 34.0%, primarily reflecting lower gross margins at the recently acquired Gulf Island business as we reposition its operations to better utilize available manufacturing capacity.

Selling, General and Administrative Expenses. Our Infrastructure Solutions segment’s selling, general and administrative expenses during the three months ended June 30, 2026 increased by $9.5 million, or 72.4%, compared to the three months ended June 30, 2025, 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 $6.5 million of expense, including amortization of acquired intangible assets, incurred at Gulf Island. Selling, general and administrative expenses as a percentage of revenue remained consistent at 10.1% for the three months ended June 30, 2025 and June 30, 2026.

(Dollars in thousands, Percentage of revenues)

Revenues. Revenues in our Infrastructure Solutions segment increased by $201.5 million, or 56.7%, during the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025. The increase in revenue was driven primarily by continued strong demand in our custom engineered solutions manufacturing businesses, primarily in the data center end market, and our ability to meet that demand through expanded capacity. We also continued to grow our field services offerings. Gulf Island contributed $89.2 million of revenues during the nine months ended June 30, 2026.

Gross Profit. Our Infrastructure Solutions segment’s gross profit during the nine months ended June 30, 2026 increased by $69.3 million, or 57.6%, compared to the nine months ended June 30, 2025, and gross profit as a percentage of revenue increased to 34.1% for the nine months ended June 30, 2026 compared to 33.9% for the nine months ended June 30, 2025. The improvement in gross profit and gross margin primarily reflects improved pricing and productivity improvements as our newer facilities ramped up production, partly offset by the lower gross margin at Gulf Island as we reposition its operations to better utilize available manufacturing capacity.

Selling, General and Administrative Expenses. Our Infrastructure Solutions segment’s selling, general and administrative expenses during the nine months ended June 30, 2026 increased by $21.7 million, or 58.9%, compared to the nine months ended June 30, 2025, as a result of the growth of the business, as well as $11.9 million of expense, including amortization of acquired intangible assets, incurred at Gulf Island. Selling, general and administrative expenses as a percentage of revenue was 10.5% for the nine months ended June 30, 2026, compared with 10.4% for the nine months ended June 30, 2025 as the increase in selling, general and administrative expenses was generally consistent with the segment's revenue growth during the period.

Commercial & Industrial

(Dollars in thousands, Percentage of revenues)

Revenues. Revenues in our Commercial & Industrial segment increased by $126.0 million, or 109.1%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, driven by an expansion of our capabilities in the data center end market, allowing us to increase the size and number of projects we can execute. The increase also reflected the execution of certain large, short duration projects during the quarter.

Gross Profit. Our Commercial & Industrial segment’s gross profit during the three months ended June 30, 2026 increased by $50.6 million, or 220.1%, compared to the three months ended June 30, 2025. Gross profit as a percentage of revenue increased from 19.9% for the three months ended June 30, 2025 to 30.5% for the three months ended June 30, 2026, as we benefited from strong execution on certain large data center projects, including certain large, short duration jobs that we executed 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, 2026 increased by $9.3 million, or 92.8%, compared to the three months ended June 30, 2025 primarily as a result of increased employee compensation cost as we continue to invest in the growth of the business and higher incentive compensation as a result of successful project execution. Selling, general and administrative expenses as a percentage of revenue decreased from 8.7% for the three months ended June 30, 2025 to 8.0% for the three months ended June 30, 2026 as we benefited from the increased scale of our operations.

(Dollars in thousands, Percentage of revenues)

Revenues. Revenues in our Commercial & Industrial segment increased by $133.5 million, or 40.5%, during the nine months ended June 30, 2026, compared to the nine months ended June 30, 2025 driven by an expansion of our capabilities in the data center end market, allowing us to increase the size and number of projects we can execute. We also benefited from the expansion of one of our operations in the Midwest market, as well as the execution of certain large, short duration projects.

Gross Profit. Our Commercial & Industrial segment’s gross profit during the nine months ended June 30, 2026 increased by $64.9 million, or 100.0%, compared to the nine months ended June 30, 2025. Gross profit as a percentage of revenue was 28.1% for the nine months ended June 30, 2026 compared with 19.7% for the nine months ended June 30, 2025 as we benefited from strong execution on certain large data center projects. Results in the nine months ended June 30, 2026 also benefited from certain large, short duration jobs that we executed 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, 2026 increased by $15.5 million, or 53.2%, compared to the nine months ended June 30, 2025 primarily as a result of increased employee compensation cost, including higher incentive compensation as a result of successful project execution, as we continue to invest in growth of the business. Selling, general and administrative expenses as a percentage of revenue increased to 9.7% for the nine months ended June 30, 2026 compared with 8.9% for the nine months ended June 30, 2025 as a result of the increased compensation expense discussed above.

INTEREST AND OTHER INCOME (EXPENSE)

(In thousands)

During the three months ended June 30, 2026, we incurred interest expense of $1.0 million primarily comprised of interest on our revolving credit facility, which had an average outstanding balance of $45.6 million, interest on our finance lease agreements and fees on an average letter of credit balance of $11.8 million under our revolving credit facility and an average unused line of credit balance of $242.6 million. This compares to interest expense of $0.5 million for the three months ended June 30, 2025, 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.

We recorded a net gain on marketable securities of $26.2 million for the three months ended June 30, 2026 compared to a net loss of $3.3 million for the three months ended June 30, 2025 reflecting both realized gains or losses and changes in the market value of our holdings.

(In thousands)

During the nine months ended June 30, 2026, we incurred interest expense of $3.0 million primarily comprised of interest on our revolving credit facility, which had an average outstanding balance of $42.9 million, interest on our finance lease agreements and fees on an average letter of credit balance of $10.7 million under our revolving credit facility and an average unused line of credit balance of $246.3 million. This compares to interest expense of $1.3 million for the nine months ended June 30, 2025, 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.

We recorded a net gain on marketable securities of $80.4 million for the nine months ended June 30, 2026 compared to $4.6 million for the nine months ended June 30, 2025 reflecting both realized gains and an increase in the market value of our holdings.

PROVISION FOR INCOME TAXES

We recorded income tax expense of $51.3 million for the three months ended June 30, 2026, compared to $29.5 million for the three months ended June 30, 2025, driven primarily by increased pretax income.

We recorded income tax expense of $118.0 million for the nine months ended June 30, 2026, compared to $75.5 million for the nine months ended June 30, 2025, 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, 2025. Some of the more significant estimates include revenue recognition and business combinations.

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, 2025.

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. In our Communications segment, we have a significant amount of shorter duration projects that can be substantially completed within a quarter. The table below summarizes our remaining performance obligations and backlog (in thousands):

(Dollars in millions)

(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.

(2) In January 2026, Infrastructure Solutions acquired $29.1 million of remaining performance obligations and backlog in connection with the acquisition of Gulf Island.

WORKING CAPITAL

During the nine months ended June 30, 2026, working capital exclusive of cash, cash equivalents and restricted cash increased by $190.7 million from September 30, 2025, reflecting a $499.0 million increase in current assets excluding cash and restricted cash and a $308.3 million increase in current liabilities during the period.

During the nine months ended June 30, 2026, our current assets exclusive of cash, cash equivalents and restricted cash increased to $1,457.3 million, as compared to $958.3 million as of September 30, 2025. The increase was primarily driven by a $209.5 million increase in accounts receivable including retainage associated with an increase in activity, and a $206.0 million increase in marketable securities. In addition, costs and estimated earnings in excess of billings increased by $51.2 million, driven by increased activity and the timing of contract billings.

During the nine months ended June 30, 2026, our total current liabilities increased by $308.3 million to $941.7 million, compared to $633.4 million as of September 30, 2025, primarily driven by a $180.8 million increase in billings in excess of costs and estimated earnings associated with increased activity and the timing of contract billings. In addition, accounts payable increased by $127.5 million as a result of increased activity. After utilizing our credit facility during the second quarter of fiscal 2026 to fund a portion of the purchase price of Gulf Island and make significant investments in capital expenditures, we have repaid those borrowings, resulting in no outstanding debt as of June 30, 2026.

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, 2026, the estimated cost to complete our bonded projects was approximately $400.9 million.

LIQUIDITY AND CAPITAL RESOURCES

The Revolving Credit Facility

We are a party to the Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which provides for a revolving line of credit of $300 million, maturing on January 21, 2030.

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, 2026, 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:

In addition, we are charged monthly in arrears 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, 2026, we had $12.2 million in outstanding letters of credit and no 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 requirements may also be affected by needs associated with higher growth or acquisitions. Through the first quarter of fiscal 2027, we expect an increase in our working capital needs as a result of growth in the backlog of our Infrastructure Solutions segment, as this type of work is not progress billed, and due to the timing of certain payments such as annual incentive compensation payments and our annual insurance renewal.

Net cash provided by operating activities was $239.4 million during the nine months ended June 30, 2026, as compared to $154.1 million in the nine months ended June 30, 2025. The increase in operating cash flow primarily resulted from increased earnings in the nine months ended June 30, 2026 as compared with the nine months ended June 30, 2025, partially offset by an increased use of cash for working capital.

Investing Activities

Net cash used in investing activities was $265.5 million for the nine months ended June 30, 2026, compared to $114.1 million in the nine months ended June 30, 2025. During the nine months ended June 30, 2026, we used $143.1 million to fund the purchase of Gulf Island and $123.0 million for capital expenditures in support of the growth of our business, $19.5 million of which was used to acquire the real property and certain related assets of Broadwind Heavy Fabrications, Inc.'s production facility in Abilene, Texas. 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. 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.

Financing Activities

Net cash used in financing activities for the nine months ended June 30, 2026 was $23.8 million, compared to $32.4 million for the nine months ended June 30, 2025. Net cash used in financing activities for the nine months ended June 30, 2026, included $19.5 million used to repurchase our common stock, primarily to satisfy statutory withholding requirements upon the vesting of employee stock compensation. 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.

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 4,112 shares of our common stock in open market transactions during the nine months ended June 30, 2026.

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, 2026, we had firm commitments of $12.7 million outstanding under agreements to purchase materials in the next 12 months in the ordinary course of business. In January 2026, we funded our purchase of Gulf Island with a combination of borrowings on our revolving line of credit and cash on hand. In connection with the purchase of Gulf Island and the planned expansion of products produced there, as well as continuing investment in expanded customer offerings and capacity across our business, we raised our expected capital expenditure forecast for fiscal 2026 to a range of $145 million to $160 million. 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, 2025. 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.

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 under 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, 2025.

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 under "Interest and other income (expense)" 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 $56.1 million in the nine months ended June 30, 2026. As of June 30, 2026, we had investments in marketable securities with a fair value of $310.6 million, and a 10% increase or decrease in the market value of these investments would cause a $31.1 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 borrowings under our revolving credit facility are 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. The Amended Credit Agreement uses SOFR as the benchmark for establishing the interest rate charged on our borrowings. If 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. We had no borrowings outstanding under our revolving credit facility as of June 30, 2026.

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. We are in the process of implementing 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 continued working toward the next phase of the implementation through the quarter ended June 30, 2026. This next phase was implemented in July 2026. As the implementation activities progress, 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, 2026, 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.

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, 2025.