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What changed in Primoris Services Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Primoris Services Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+221 added−220 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Primoris Services Corp's 2025 10-K

221 paragraphs added · 220 removed · 197 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe strive to develop and sustain a skilled labor advantage by providing thorough on-and off-site training programs, project management training, and leadership development programs. We have company-owned training facilities that support continuous skills training, including several locations where we train electric apprentices to become journeymen.
Biggest changeWe have company-owned training facilities that support continuous skills training, including several locations where we train electric apprentices to become journeymen. We offer multiple levels of leadership programs designed to meet the needs of our employees and support the development of best-in-class talent.
The remainder of our services are generated from contracts for specific construction or installation projects. ​ Reportable Segments ​ Our current reportable segments are the Utilities segment and the Energy segment. ​ The Utilities segment operates throughout the United States and specializes in a range of services, including the installation and maintenance of new and existing natural gas and electric utility distribution and transmission systems, and communications systems. ​ The Energy segment operates throughout the United States and Canada and specializes in a range of services that include engineering, procurement, construction, and maintenance services for entities in the energy, renewable energy and energy storage, renewable fuels, and petroleum and petrochemical industries, as well as state departments of transportation. ​ ​ 4 Table of Contents Strategy ​ Our strategy has remained consistent from year to year and continues to emphasize the following key elements: ​ ● Growth Through Controlled Expansion.
The remainder of our services are generated from contracts for specific construction or installation projects. ​ Reportable Segments ​ Our current reportable segments are the Utilities segment and the Energy segment. ​ The Utilities segment operates throughout the United States and specializes in a range of services, including the construction and maintenance of new and existing natural gas and electric utility distribution and transmission systems, and communications systems. ​ The Energy segment operates throughout the United States and Canada and specializes in a range of services that include engineering, procurement, construction, and maintenance services for entities in the energy, renewable energy and energy storage, renewable fuels, and petroleum and petrochemical industries, as well as state departments of transportation. ​ ​ 4 Table of Contents Strategy ​ Our strategy has remained consistent from year to year and continues to emphasize the following key elements: ​ ● Growth Through Controlled Expansion.
You may obtain free electronic copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports 10 Table of Contents through our website under the “Investors” tab or through the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov.
You may obtain free electronic copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports through our website under the “Investors” tab or through the website of the Securities and Exchange Commission (the 10 Table of Contents “SEC”) at www.sec.gov.
To date, we have obtained the level of surety bonds necessary to support our business. ​ Regulation and Environmental Requirements ​ Our operations are subject to compliance with regulatory requirements of federal, state, and municipal agencies and authorities, and international laws and regulations including with respect to: ​ ● Licensing, permitting and inspection requirements applicable to construction projects; ● Worker safety, including regulations established by the Occupational Safety and Health Administration (OSHA), Mine Safety and Health Administration (MSHA), and other local or state regulatory bodies; ● Wage and hour regulations and regulations associated with our collective bargaining agreements and unionized workforce; ● Transportation of equipment and materials, including licensing and permitting requirements, as well as aviation activities; ● Building and electrical codes; ● Applicable U.S. and non-U.S. anti-corruption regulations; ● Immigration regulations applicable to the U.S. and cross-border employment; ● Labor relations and affirmative action; ● Special bidding, procurement and other requirements on government projects; and ● Protection of the environment, including regulations established by the Environmental Protection Agency, state agencies and other foreign environmental regulators. ​ We believe that we have all the licenses and permits required to conduct our operations and that we are in substantial compliance with applicable regulatory requirements. ​ We are subject to numerous federal, state, local and international environmental laws and regulations governing our operations, including the handling, transportation and disposal of non-hazardous and hazardous substances and wastes, as well as emissions and discharges into the environment, including discharges to air, surface water, groundwater and soil.
To date, we have obtained the level of surety bonds necessary to support our business. ​ Regulation and Environmental Requirements ​ Our operations are subject to compliance with regulatory requirements of federal, state, and municipal agencies and authorities, and international laws and regulations including with respect to: ​ ● Licensing, permitting and inspection requirements applicable to construction projects; ● Worker safety, including regulations established by the Occupational Safety and Health Administration (OSHA), Mine Safety and Health Administration (MSHA), and other local or state regulatory bodies; ● Wage and hour regulations and regulations associated with our collective bargaining agreements and unionized workforce; ● Transportation of equipment and materials, including licensing and permitting requirements, as well as aviation activities; ● Building and electrical codes; ● Applicable U.S. and non-U.S. anti-corruption regulations; ● Immigration regulations applicable to the U.S. and cross-border employment; ● Labor relations; ● Special bidding, procurement and other requirements on government projects; and ● Protection of the environment, including regulations established by the Environmental Protection Agency, state agencies and other foreign environmental regulators. ​ We believe that we have all the licenses and permits required to conduct our operations and that we are in substantial compliance with applicable regulatory requirements. ​ We are subject to numerous federal, state, local and international environmental laws and regulations governing our operations, including the handling, transportation and disposal of non-hazardous and hazardous substances and wastes, as well as emissions and discharges into the environment, including discharges to air, surface water, groundwater and soil.
In addition, tighter regulation for the protection of the environment and other factors may make it more difficult to obtain new permits and renewal of existing permits may be subject to more restrictive conditions than currently exist. ​ Climate Change-Related Impacts ​ Our management considers climate-related risks and opportunities in connection with its long-term strategic planning and enterprise risk management process.
In addition, tighter regulation for the protection of the environment and other factors may make it more difficult to obtain new permits and renewal of existing permits may be subject to more restrictive conditions than currently exist. ​ Climate Related Impacts ​ Our management considers climate-related risks and opportunities in connection with its long-term strategic planning and enterprise risk management process.
These opportunities and challenges arise from the physical risks associated with changes in climate, as well as technological advances, market developments and additional regulatory and compliance costs. ​ Our operating results can be significantly influenced by the climates in which we operate as well as severe weather events.
These opportunities and challenges arise from the physical risks associated with changes in climate and weather patterns, as well as technological advances, market developments and additional regulatory and compliance costs. ​ Our operating results can be significantly influenced by the climates in which we operate as well as severe weather events.
Competitors 6 Table of Contents on small construction projects range from a few large construction companies, to a variety of smaller contractors. We compete with many local and regional firms for construction services and with a number of large firms on select projects.
Competitors 6 Table of Contents on small construction projects range from large construction companies to a variety of smaller contractors. We compete with many local and regional firms for construction services and with a number of large firms on select projects.
“Executive Compensation,” which will be incorporated by reference from our definitive proxy statement related to our 2025 Annual Meeting of Stockholders. ​ We also provide additional benefits to our non-union employees, including a Company matched 401(k) Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, flexible work schedules, and employee assistance programs. ​ Code of Conduct.
“Executive Compensation,” which will be incorporated by reference from our definitive proxy statement related to our 2026 Annual Meeting of Stockholders. ​ We also provide additional benefits to our non-union employees, including a Company matched 401(k) Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, flexible work schedules, and employee assistance programs. ​ Code of Conduct.
Although we have not been dependent upon any one customer in any year, a small number of customers tend to constitute a substantial portion of our total revenue in any given year. ​ 5 Table of Contents We enter into a large number of contracts each year, and the projects can vary in length from daily work orders to as long as 36 months, and occasionally longer, for completion on larger projects.
Although we have not been dependent upon any one customer in any year, a small number of customers may constitute a substantial portion of our total revenue in any given year. ​ 5 Table of Contents We enter into a large number of contracts each year, and the projects can vary in length from daily work orders to as long as 36 months, and occasionally longer, for completion on larger projects.
While we subcontract specialized activities such as blasting, hazardous waste removal and selected electrical/instrumentation work, we self-perform most of the work on our projects with our own resources, including field supervision, labor, and equipment. ​ Risk Management, Insurance and Bonding ​ We maintain a comprehensive schedule of insurance policies covering a broad range of exposures arising from our construction and general business operations.
While we subcontract specialized activities such as blasting, hazardous waste removal and selected electrical/instrumentation work, we self-perform most of the work on our projects with our own resources, including field supervision, labor, and equipment. ​ Risk Management, Insurance and Bonding ​ We maintain a comprehensive schedule of primary and excess insurance policies covering a broad range of exposures arising from our construction and general business operations.
We are focused on an intentional mix of recurring work from MSAs, which are generally multi-year agreements that provide visible, recurring revenue, and project work in areas of our core competency. ​ ● Ownership or Long-Term Leasing of Equipment. Many of our services are equipment intensive.
We are focused on an intentional mix of recurring work from MSAs, which are generally multi-year agreements that provide visible, recurring revenue, and project work in areas of our core competencies. ​ ● Ownership or Long-Term Leasing of Equipment. Many of our services are equipment intensive.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of this Annual Report on Form 10-K, which is incorporated herein by reference. ​ Customers ​ We have longstanding customer relationships with solar facility developers and utility, refining, petrochemical, communications, midstream, downstream, and engineering companies, as well as power producers and transportation agencies across our core markets.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of this Annual Report on Form 10-K, which is incorporated herein by reference. ​ Customers ​ We have longstanding customer relationships with solar facility developers, power producers, gas and electric utilities, refining, petrochemical, communications, midstream, downstream, and engineering companies, as well as transportation agencies across our core markets.
We have a substantial investment in construction equipment that utilizes diesel fuel, which could be negatively impacted by regulations related to greenhouse gas emissions from such sources. ​ We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment.
We have a substantial investment in construction equipment that 8 Table of Contents utilizes diesel fuel, which could be negatively impacted by regulations related to greenhouse gas emissions from such sources. ​ We are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment.
The structure of our reportable segments is generally focused on broad end-user markets for our services. ​ We have longstanding customer relationships with solar facility developers and utility, refining, petrochemical, communications, midstream, downstream, and engineering companies, as well as power producers and transportation agencies across our core markets.
The structure of our reportable segments is generally focused on broad end-user markets for our services. ​ We have longstanding customer relationships with solar facility developers, power producers, gas and electric utilities, refining, petrochemical, communications, midstream, downstream, and engineering companies, as well as transportation agencies across our core markets.
A large construction project for a customer may result in significant revenue in one year, with significantly less revenue in subsequent years after project completion. For the years ended December 31, 2024, 2023 and 2022, 41.3%, 41.1% and 46.1%, respectively, of total revenue was generated from our top ten customers in each year.
A large construction project for a customer may result in significant revenue in one year, with significantly less revenue in subsequent years after project completion. For the years ended December 31, 2025, 2024 and 2023, 53.1%, 41.3% and 41.1%, respectively, of total revenue was generated from our top ten customers in each year.
ITEM 1. BUSINESS ​ Business Overview ​ Primoris Services Corporation (“Primoris”, the “Company”, “we”, “us”, or “our”) is one of the leading providers of infrastructure services operating mainly in the United States and Canada. We provide a wide range of construction, maintenance, replacement, fabrication, and engineering services to a diversified base of customers through our two segments: Utilities and Energy.
ITEM 1. BUSINESS ​ Business Overview ​ Primoris Services Corporation (“Primoris”, the “Company”, “we”, “us”, or “our”) is a leading provider of critical infrastructure services operating mainly in the United States and Canada. We provide a wide range of construction, maintenance, replacement, and engineering services to a diversified base of customers through our two segments: Utilities and Energy.
Physical risks associated with climate change have also increased hazards associated with certain of our operations, which in turn has increased the potential for liability and increased the costs associated with such operations. Additionally, new legislation or regulation related to climate change could increase our costs.
Physical risks associated with changing climate and weather patterns have also increased hazards associated with certain of our operations, which in turn has increased the potential for liability and increased the costs associated with such operations. Additionally, new legislation or regulation related to changing climate and weather patterns could increase our costs.
In addition, we have partnerships with technical schools where we recruit and hire craft employees. ​ Several of our subsidiaries have operations that are unionized through the negotiation and execution of collective bargaining agreements. As of December 31, 2024, approximately 22.9% of our hourly employees, primarily consisting of field laborers, were covered by collective bargaining agreements.
In addition, we have partnerships with technical schools where we recruit and hire craft employees. ​ Several of our subsidiaries have operations that are unionized through the negotiation and execution of collective bargaining agreements. As of December 31, 2025, approximately 30% of our hourly employees, primarily consisting of field laborers, were covered by collective bargaining agreements.
While the overall impact on our operations continues to evolve, various aspects of climate change, as well as market and societal concerns about the future impact of climate change, have resulted and are expected to continue to result in operational opportunities and challenges.
While the overall impact on our operations continues to evolve, various aspects of changing climate and weather patterns, as well as market and societal concerns about the future impact of changing climate and weather patterns, have resulted and are expected to continue to result in operational opportunities and challenges.
Dycom Industries, MYR Group, and MasTec, Inc.; competitors in our industrial markets include PCL, Kiewit, Performance Contractors and Boh Brothers; competitors in the renewables market include Blattner Energy, and Mortenson; and competitors in our highway services markets include Sterling Construction Company and Zachry Construction Company.
For example, competitors in our utilities markets include Quanta Services, Inc., Dycom Industries, MYR Group, and MasTec, Inc.; competitors in our industrial markets include PCL, Kiewit, Performance Contractors, and Boh Brothers; competitors in the renewables market include Blattner Energy and Mortenson; and competitors in our highway services markets include Sterling Construction Company and Zachry Construction Company.
Lost Time Injury Rate (“LTIR”) tracks the rate of injuries in the workplace which results in the employee having to take a minimum of one full working day away from work. For the year ended December 31, 2024, our LTIR rate was 0.08 compared to an industry average of 1.0 per the U.S. Bureau of Labor construction industry statistics.
Lost Time Injury Rate (“LTIR”) tracks the rate of injuries in the workplace which results in the employee having to take a minimum of one full working day away from work. For the year ended December 31, 2025, our LTIR rate was 0.11 compared to an industry average of 0.90 per the U.S. Bureau of Labor construction industry statistics.
Under our senior leadership, our enterprise risk management department, and through a large network of safety directors and health, safety, and environmental professionals, we effectively assess and manage potential risks and liabilities throughout the pre-construction and performance phases of our projects.
Our senior leadership, enterprise risk management department, and large network of safety directors and health, safety, and environmental professionals, effectively assess and manage potential risks and liabilities throughout the pre-construction and performance phases of our projects.
Our ability to maintain sufficient, continuous work for hourly employees helps us to maintain a stable, loyal workforce with an understanding of our policies and culture, which contributes to our strong performance, safety and quality record. Our talent acquisition team uses internal and external resources to recruit highly skilled and talented workers, and we encourage employee referrals for open positions.
Our ability to maintain sufficient, continuous work for hourly employees helps us to maintain a stable, loyal workforce with an understanding of our policies and culture, which contributes to our strong performance, safety and quality record. Our talent acquisition team uses internal and external resources to recruit highly skilled and talented workers.
For the year ended December 31, 2024, our TRIR rate was 0.50 compared to an industry average of 2.3 per the U.S. Bureau of Labor construction industry statistics. ​ Compensation and Benefits.
For the year ended December 31, 2025, our TRIR rate was 0.53 compared to an industry average of 2.20 per the U.S. Bureau of Labor construction industry statistics. ​ Compensation and Benefits.
We manage these requirements through our corporate environmental management system and comprehensive 8 Table of Contents employee training programs to ensure compliance.
We manage these requirements through our corporate environmental management system and comprehensive employee training programs to ensure compliance.
These collective bargaining agreements have varying terms and are subject to renegotiation upon expiration. We have not experienced recent work stoppages and believe our employee and union relations are good. ​ As of December 31, 2024, we employed 3,074 salaried employees and 12,642 hourly employees.
These collective bargaining agreements have varying terms and are subject to renegotiation upon expiration. We have not experienced recent work stoppages and believe our employee and union relations are good. ​ As of December 31, 2025, we employed 3,055 salaried employees and 15,471 hourly employees.
For the years ended December 31, 2024, 2023 and 2022, revenue derived from projects performed under MSAs was 36.8%, 36.7%, and 45.8% of total revenue, respectively. ​ Our customers have included many of the leading energy and utility companies in the United States, such as; Xcel Energy, Pacific Gas & Electric, Southern California Gas, Oncor Electric, Duke Energy, Sempra Energy, Williams, Hecate Energy, Consumers Energy, Dominion, Valero, Enel Green Power North America, D.E.
For the years ended December 31, 2025, 2024 and 2023, revenue derived from projects performed under MSAs was 32.0%, 36.8%, and 36.7% of total revenue, respectively. ​ Our customers include many of the leading energy and utility companies in the United States, such as; Xcel Energy, Pacific Gas & Electric, Southern California Gas, Oncor Electric, Duke Energy, Sempra Energy, Williams, Hecate Energy, Consumers Energy, Dominion, Valero, D.E.
However, due to climate change risks some utility customers are transitioning toward more sustainable sources of power generation, such as renewables, which can provide additional opportunities for our Energy segment. For additional information regarding the risks and opportunities described above, see Risks Related to Operating Our Business in Item 1A.
However, due to risks associated with changing climate and weather patterns some utility customers are utilizing sustainable sources of power generation, such as renewables, which can provide additional opportunities for our Energy segment. For additional information regarding the risks and opportunities described above, see Risks Related to Operating Our Business in Item 1A.
We intend to disclose on our website any amendments or waivers to our Code of Conduct. ​ We will make available to any stockholder, without charge, copies of our Annual Report on Form 10-K as filed with the SEC.
Also posted on our website under the “Investors/Governance Documents” tab is our Code of Conduct. We intend to disclose on our website any amendments or waivers to our Code of Conduct. ​ We will make available to any stockholder, without charge, copies of our Annual Report on Form 10-K as filed with the SEC.
We believe that by carefully positioning ourselves in market segments that have meaningful barriers of entry, we can continue to be competitive. ​ ● Maintain a strong balance sheet and a conservative capital structure.
We also strive to reduce risk in our project selection process. We believe that by carefully positioning ourselves in market segments that have meaningful barriers of entry, we can continue to be competitive. ​ ● Maintain a strong balance sheet and a conservative capital structure.
Each business unit faces varied competition depending on the type of project, project location, and services offered. ​ We compete with different companies in different end markets. For example, competitors in our utilities markets include Quanta Services, Inc.
Each business unit faces varied competition depending on the type of project, project location, and services offered. ​ We compete with different companies in different end markets.
In addition, we continue to evaluate acquisitions that offer growth opportunities and the ability to leverage our resources as a leading service provider to the utilities and energy industries, specifically focusing on attractive markets, including renewable energy, communications, gas distribution, and power generation.
In addition, we evaluate acquisitions that offer growth opportunities and the ability to leverage our resources as a leading service provider to the utilities and energy industries, specifically focusing on attractive markets, like renewable energy, electric transmission and distribution, gas distribution, and power generation. ​ ● Emphasis on MSA Revenue Growth, Retention of Existing Customers and Expansion of Project Work in our Core Competencies.
All of our policies have been procured with limits and deductibles or self-insured retention amounts up to certain limits applied on an occurrence or claims made basis.
All of our policies have been procured with limits and deductibles or self-insured retention amounts up to certain limits applied on an occurrence or claims made basis. ​ We maintain a comprehensive safety and risk management program that has contributed to a favorable loss experience factor.
The total number of hourly personnel employed is subject to the volume of infrastructure services and construction work in progress. ​ 9 Table of Contents Diversity and Inclusion . We employ a dynamic mix of people to create the strongest company possible.
The total number of hourly personnel employed is subject to the volume of infrastructure services and construction work in progress. ​ 9 Table of Contents We employ a dynamic mix of people to create the strongest company possible. Our policy prohibits discrimination in employment on the basis of age, culture, gender, national origin, sexual orientation, physical appearance, race or religion.
We offer multiple levels of leadership programs designed to meet the needs of our employees and support the development of best-in-class talent. Our five cornerstone programs are Foreman Foundations, Extreme Ownership, Hunt for Leadership Success, Next Level Leadership, and The Leadership Experience.
Our five cornerstone programs are Foreman Foundations, Extreme Ownership, Hunt for Leadership Success, Next Level Leadership, and The Leadership Experience.
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See Note 4 — “Business Combinations” of the Notes to Consolidated Financial Statements included in Item 8. of this Annual Report on Form 10-K for additional detail.
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We employ people of all backgrounds, experiences, cultures, styles and talents. ​ Professional and Career Development. We strive to develop and sustain a skilled labor advantage by providing thorough on-and off-site training programs, project management training, and leadership development programs.
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Our strategy also focuses on higher growth end markets such as renewable energy, utilities and communications. ​ ● Emphasis on MSA Revenue Growth, Retention of Existing Customers and Expansion of Project Work in our Core Competencies.
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In addition, we maintain certain self-insured retentions in our insurance policies in excess of our general, auto, and employers’ liability policies. ​ We maintain a comprehensive safety and risk management program that has contributed to a favorable loss experience factor.
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Our policy prohibits discrimination in employment on the basis of age, culture, gender, national origin, sexual orientation, physical appearance, race or religion. We are an inclusive, diverse company with people of all backgrounds, experiences, cultures, styles and talents. ​ Professional and Career Development.
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Also posted on our website under the “Investors/Governance Documents” tab are our Code of Conduct and charters for our Environmental, Social and Governance Committee, Enterprise Risk Management Committee, and Cyber Security Steering Committee along with our Human Rights and Corporate Environmental policies.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny of these, or similar, events could cause system disruptions, delays and loss of critical information, delays in processing transactions and delays in the reporting of financial information. ​ Security breaches, cyber security attacks or other disruptions to our information technology systems and networks could adversely impact our operations or compromise the confidentiality of private customer data or our own proprietary information. ​ Any cyber security attack (including denial of service attacks, ransomware, phishing attacks, payment fraud or others) that affects our facilities, our systems, our partners, our customers or any of our financial data could have a material adverse effect on our business.
Biggest changeAny of these, or similar, events could cause system disruptions, delays and loss of critical information, delays in processing transactions and delays in the reporting of financial information. ​ Security breaches, cyber security attacks or other disruptions to our information technology systems and networks could adversely impact our operations or compromise the confidentiality of private customer data or our own proprietary information. ​ The cyber threats we and our third-party service providers (including our partners and vendors) face are rapidly evolving and are becoming increasingly sophisticated (often through the use of AI) and include denial of service attacks, ransomware, spyware, misinformation, phishing/smishing/vishing attacks, business compromise attacks, typosquatting, automated attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud, and other unauthorized occurrences on, or conducted through, our or our third-party service providers’ information systems and networks, originating from a wide variety of sources, including criminals, terrorists, nation states, financially motivated actors, internal actors, and external service providers. ​ Any cyber threat that affects our facilities, our systems, our partners, our customers or any of our financial data could have a material adverse effect on our business.
For each plan, our potential liability is the total unfunded vested benefits of the plan multiplied by a fraction: the numerator of the fraction is the sum of our contributions to the plan for the past ten years and the denominator is the sum of all contributions made by all employers for the past ten years.
For each plan, our potential liability is the total unfunded vested benefits of the plan multiplied by a fraction: the numerator of the fraction is the sum of our contributions to the plan for the past ten years and the denominator is the sum of all contributions made by all employers to the plan for the past ten years.
However, future threats or existing threats of which we are not yet aware could cause harm to our business and our reputation, disrupt our operations, expose us to potential liability, regulatory actions and loss of business, and impact our results of operations materially.
However, future threats or existing threats of which we are not yet aware could cause harm to our business and our reputation, disrupt our operations, expose us to potential liability, regulatory actions and loss of business, and materially impact our results of operations.
Annual and quarterly results may also be adversely affected by: ​ ● Changes in our mix of customers, projects, contracts and business; ● Regional or national and/or general economic conditions and demand for our services; ● Variations and changes in the margins of projects performed during any particular quarter; ● Increases in the costs to perform services caused by changing conditions; ● The termination, or expiration of existing agreements or contracts; ● The budgetary spending patterns of customers; ● Increases in construction costs, including due to inflation or supply chain challenges, that we may be unable to pass through to our customers; ● Cost or schedule overruns on fixed-price contracts; ● Availability of qualified labor for specific projects; ● Changes in bonding requirements and bonding availability for existing and new agreements; ● The need for, and availability of, letters of credit; 11 Table of Contents ● Costs we incur to support growth, whether organic or through acquisitions; ● The timing and volume of work under contract; and ● Losses experienced in our operations. ​ As a result, our operating results in any particular quarter may not be indicative of the operating results expected for any other quarter, or for an entire year. ​ Demand for our services may decrease during economic recessions or volatile economic cycles, and a reduction in demand in end markets may adversely affect our business. ​ A substantial portion of our revenue and profit is generated from construction projects, the awarding of which we do not directly control.
Annual and quarterly results may also be adversely affected by: ​ ● Changes in our mix of customers, projects, contracts and business; ● Regional or national and/or general economic conditions and demand for our services; ● Variations and changes in the margins of projects performed during any particular quarter; ● Increases in the costs to perform services caused by changing conditions; ● The termination, or expiration of existing agreements or contracts; ● The budgetary spending patterns of customers; ● Increases in construction costs, including due to tariffs, inflation or supply chain challenges, that we may be unable to pass through to our customers; ● Cost or schedule overruns on fixed-price contracts; ● Availability of qualified labor for specific projects; ● Changes in bonding requirements and bonding availability for existing and new agreements; ● The need for, and availability of, letters of credit; ● Costs we incur to support growth, whether organic or through acquisitions; ● The timing and volume of work under contract; and ● Losses experienced in our operations. 11 Table of Contents ​ As a result, our operating results in any particular quarter may not be indicative of the operating results expected for any other quarter, or for an entire year. ​ Demand for our services may decrease during economic recessions or volatile economic cycles, and a reduction in demand in end markets may adversely affect our business. ​ A substantial portion of our revenue and profit is generated from construction projects, the awarding of which we do not directly control.
There are risks inherent in doing business internationally, including: ​ ● Imposition of governmental controls and changes in laws, regulations, policies, practices, tariffs and taxes; ● Political and economic instability; ● Changes in United States and other national government import or export licensing requirements, tariffs, trade policies and relations affecting the market for our services, including arising from policy initiatives implemented by the new U.S. presidential administration; ● Potential non-compliance with a wide variety of laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”) and similar non-United States laws and regulations; ● Currency exchange rate fluctuations, devaluations and other conversion restrictions; ● Restrictions on or fees or taxes associated with repatriating foreign profit back to the United States; and ● Difficulties in staffing and managing international operations. ​ The FCPA and similar anti-bribery laws in other jurisdictions prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business.
There are risks inherent in doing business internationally, including: ​ ● Imposition of governmental controls and changes in laws, regulations, policies, practices, tariffs and taxes; ● Political and economic instability; ● Changes in United States and other national government import or export licensing requirements, tariffs, trade policies and relations affecting the market for our services, including arising from policy initiatives implemented by the U.S. presidential administration; ● Potential non-compliance with a wide variety of laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”) and similar non-United States laws and regulations; ● Currency exchange rate fluctuations, devaluations and other conversion restrictions; ● Restrictions on, or fees or taxes associated with, repatriating foreign profit and assets back to the United States; and ● Difficulties in staffing and managing international operations. ​ The FCPA and similar anti-bribery laws in other jurisdictions prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business.
The additional cost or project delays can negatively impact project profitability. ​ Failure of a subcontractor or supplier to comply with laws, rules or regulations could negatively affect our reputation and our business. ​ We periodically enter into joint ventures which require satisfactory performance by our joint venture partners of their obligations.
The additional cost or project delays can negatively impact project profitability and may impact our reputation. ​ Failure of a subcontractor or supplier to comply with laws, rules or regulations could negatively affect our reputation and our business. ​ We periodically enter into joint ventures which require satisfactory performance by our joint venture partners of their obligations.
If we fail to find a suitable replacement for any departing executive or senior officer on a timely basis, such departure could adversely affect our ability to operate and grow our business. In many instances, these employees have significant experience and expertise in our industry.
If we fail to find a suitable replacement for any departing executive or senior officer on a timely basis, such departure could adversely affect our ability to operate and grow our business. ​ In many instances, these key employees have significant experience and expertise in our industry.
If we are found to be liable for FCPA violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from severe criminal or civil penalties or other sanctions, which could have a material adverse effect on our reputation and business.
If we are found to be liable for FCPA violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer severe criminal or civil penalties or other sanctions, which could have a material adverse effect on our reputation and business.
We compete with other infrastructure services contractors, both regional and national, as well as small local contractors. The strong competition in our markets requires maintaining skilled personnel and investing in technology, which can put pressure on profit margins.
We compete with other infrastructure services contractors, both regional and national, as well as small local contractors. The strong competition in our markets requires maintaining skilled personnel and investing in equipment and technology, which can put pressure on profit margins.
Reduced profitability or losses on projects could occur due to changes in a variety of factors such as: ​ ● Failure to properly estimate costs of engineering, materials, equipment or labor; ● Unanticipated technical problems with the structures, materials or services being supplied by us, which may require that we spend our own money to remedy the problem; ● Project modifications not reimbursed by the client creating unanticipated costs; ● Changes in the costs of equipment, materials, labor or subcontractors; 16 Table of Contents ● Our suppliers or subcontractors failing to perform; ● Changes in local laws and regulations; and ● Delays caused by weather. ​ As projects grow in size and complexity, multiple factors may contribute to reduced profit or losses, and depending on the size of the particular project, variations from the estimated contract costs could have a material adverse effect on our business. ​ Weather can significantly affect our revenue and profitability. ​ Our ability to perform work and meet customer schedules can be affected by weather conditions such as snow, ice, rain, and named storms.
Reduced profitability or losses on projects could occur due to changes in a variety of factors such as: ​ ● Failure to properly estimate costs of engineering, materials, equipment or labor; ● Unanticipated technical problems with the structures, materials or services being supplied by us, which may require that we spend our own money to remedy the problem; ● Project modifications not reimbursed by the client creating unanticipated costs; ● Changes in the costs of equipment, materials, labor or subcontractors; ● Our suppliers or subcontractors failing to perform; ● Changes in local laws and regulations; and ● Delays caused by weather. ​ As projects grow in size and complexity, multiple factors may contribute to reduced profit or losses, and depending on the size of the particular project, variations from the estimated contract costs could have a material adverse effect on our business. ​ Weather can significantly affect our revenue and profitability. ​ Our ability to perform work and meet customer schedules can be affected by weather conditions such as snow, ice, rain, and named storms.
Many factors, including the financial condition of and potential disruptions related to artificial intelligence in the industries we serve, could adversely affect our customers and their willingness to fund capital expenditures in the future. ​ Economic, political, regulatory and market conditions affecting our specific end markets may adversely impact the demand for our services, resulting in the delay, reduction or cancellation of certain projects and these conditions may continue to adversely affect us in the future.
Many factors, including the financial condition of and potential disruptions related to artificial intelligence (“AI”) in the industries we serve, could adversely affect our customers and their willingness to fund capital expenditures in the future. ​ Economic, political, regulatory and market conditions affecting our specific end markets can adversely impact the demand for our services, resulting in the delay, reduction or cancellation of certain projects and these conditions may continue to adversely affect us in the future.
Acquisitions may expose us to operational challenges and risks, including, among others: ​ ● The diversion of management’s attention from the day-to-day operations of the combined company; ● Managing a significantly larger company than before completion of an acquisition; ● The assimilation of new employees and the integration of business cultures; ● Training and facilitating our internal control processes within the acquired organization; ● Retaining key personnel; ● The integration of information, accounting, finance, sales, billing, payroll and regulatory compliance systems; ● Challenges in keeping existing customers and obtaining new customers; ● Challenges in combining service offerings and sales and marketing activities; ● The assumption of unknown liabilities of the acquired business for which there are inadequate reserves; ● The potential impairment of acquired goodwill and intangible assets; and ● The inability to enforce covenants not to compete. ​ Failure to effectively manage the integration process could adversely impact our business, financial condition, results of operations, and cash flows. ​ We may incur higher costs on equipment necessary for our operations. ​ A significant portion of our contracts are performed by utilizing our owned or leased construction equipment rather than short-term rental of equipment.
Acquisitions may expose us to operational challenges and risks, including, among others: ​ ● The diversion of management’s attention from the day-to-day operations of the combined company; ● Managing a significantly larger company than before completion of an acquisition; ● The assimilation of new employees and the integration of business cultures; ● Training and facilitating our internal control processes within the acquired organization; ● Retaining key personnel; ● The integration of information, accounting, finance, sales, billing, payroll and regulatory compliance systems; ● Challenges in keeping existing customers and obtaining new customers; ● Challenges in combining service offerings and sales and marketing activities; ● Difficulties identifying significant risks during due diligence activities; ● The assumption of unknown liabilities of the acquired business for which there are inadequate reserves; ● The potential impairment of acquired goodwill and intangible assets; and ● The inability to enforce covenants not to compete. ​ Failure to effectively manage the integration process could adversely impact our business, financial condition, results of operations, and cash flows. ​ We may incur higher costs on equipment necessary for our operations. ​ A significant portion of our contracts are performed by utilizing our owned or leased construction equipment rather than short-term rental of equipment.
The costs of controlling such emissions or obtaining required emissions allowances could be significant. It also is possible that necessary controls or allowances may not be available.
The costs of controlling such emissions or obtaining required emissions allowances could be significant. It is possible that necessary controls or allowances may not be available.
In any such event, our overall risk exposure would increase, which could negatively affect our results of operations, financial condition and cash flows. ​ The loss or long-term incapacitation of one or more of our executive officers or other key employees could adversely affect our business and we may not be able to operate and grow our business effectively if we lose the services of any of our key persons or are unable to attract qualified and skilled personnel in the future. ​ We are dependent upon the efforts of our key personnel, and our ability to retain them and hire other qualified employees.
In any such event, our overall risk exposure would increase, which could negatively affect our results of operations, financial condition and cash flows. ​ 19 Table of Contents The loss or long-term incapacitation of one or more of our executive officers or other key employees could adversely affect our business and we may not be able to operate and grow our business effectively if we lose the services of any of our key persons or are unable to attract qualified and skilled personnel in the future. ​ We are dependent upon the efforts of our key personnel, and our ability to retain them and hire other qualified employees.
If we are unable to maintain the equipment in our fleet, we may be forced to obtain additional third-party repair services at a higher cost or be unable to bid on contracts. ​ Our business may be affected by difficult work sites and environments which may adversely affect our ability to procure materials and labor. ​ We perform our work under a variety of conditions, including, but not limited to, difficult and hard to reach terrain, difficult site conditions, and busy urban centers, where delivery of materials and availability of labor may be impacted.
If we are unable to maintain the equipment in our fleet, we may be forced to obtain additional third-party repair services at a higher cost or be unable to bid on contracts. ​ 21 Table of Contents Our business may be affected by difficult work sites and environments which may adversely affect our ability to procure materials and labor. ​ We perform our work under a variety of conditions, including, but not limited to, difficult and hard to reach terrain, difficult site conditions, and busy urban centers, where delivery of materials and availability of labor may be impacted.
A failure to promptly document and negotiate a recovery for contract modifications could have a negative impact on our cash flows, and an overall ability to recover contract modifications could have a negative impact on our financial condition, results of operations and cash flows. ​ For some projects we may guarantee a timely completion or provide a performance guarantee which could result in additional costs, such as liquidated damages, to cover our obligations. ​ In our fixed-price and unit-price contracts we may provide a project completion date, and in some of our projects we may commit that the project will achieve specific performance standards.
A failure to promptly document and negotiate a recovery for contract modifications could have a negative impact on our cash flows, and an overall ability to recover contract modifications could have a negative impact on our financial condition, results of operations and cash flows. ​ For some projects we may guarantee a timely completion or provide a performance guarantee which could result in additional costs, such as liquidated damages, to cover our obligations. ​ In our fixed-price and unit-price contracts we may provide a project completion date, and in some of our projects we may commit that the project will achieve specific performance standards, including completion by a certain date.
Our failure to rapidly adopt and master new technologies as they are developed or adapt to changing customer requirements could reduce demand for our services. ​ Our business may be materially adversely impacted by regional, national and/or global requirements related to climate change and the impact of greenhouse gas emissions in the future. ​ Greenhouse gases that result from human activities, including burning of fossil fuels, are the focus of increased scientific and political scrutiny and may be subject to changing legal requirements.
Our failure to rapidly adopt and master new technologies as they are developed or adapt to changing customer requirements could reduce demand for our services. ​ Our business may be materially adversely impacted by regional, national and/or global requirements related to weather and climate patterns and the impact of greenhouse gas emissions in the future. ​ Greenhouse gases that result from human activities, including burning of fossil fuels, are the focus of increased scientific and political scrutiny and may be subject to changing legal requirements.
In addition, these types of events could lead to general inefficiencies from having to start and stop work, re-sequencing work or modifying our customary work practices. ​ Changes to renewable portfolio standards and decreased demand for renewable energy projects could negatively impact our future results of operations, cash flows and liquidity. ​ A significant portion of our future business may be focused on providing construction and/or installation services to owners and operators of solar power and other renewable energy facilities.
In addition, these types of events could lead to general inefficiencies from having to start and stop work, re-sequencing work or modifying our customary work practices. ​ Changes to renewable portfolio standards and decreased demand for renewable energy projects could negatively impact our future results of operations, cash flows and liquidity. ​ A significant portion of our business is focused on providing construction and/or installation services to owners and operators of solar power and other renewable energy facilities.
Accordingly, if we were to experience an interruption or reduction in the availability of bonding capacity, we may be unable to compete for, or work on certain projects. ​ Our bonding requirements may limit our ability to incur indebtedness, which would limit our ability to refinance our existing credit facilities or to execute our business plan. ​ Our ability to obtain surety bonds depends upon various factors including our capitalization, working capital, tangible net worth and amount of our indebtedness.
Accordingly, if we were to experience an interruption or reduction in the availability of bonding capacity, we may be unable to compete for, or work on, certain projects. ​ 18 Table of Contents Our bonding requirements may limit our ability to incur indebtedness, which would limit our ability to refinance our existing credit facilities or to execute our business plan. ​ Our ability to obtain surety bonds depends upon various factors including our capitalization, working capital, tangible net worth and amount of our indebtedness.
To the extent we face increased regulatory requirements, we may be required to expend significant additional resources to meet such requirements. ​ 22 Table of Contents We may need additional capital in the future for working capital, capital expenditures or acquisitions, and we may not be able to access capital on favorable terms, or at all, which would impair our ability to operate our business or achieve our growth objectives. ​ Our ability to generate cash is essential for the funding of our operations and the servicing of our debt.
To the extent we face increased regulatory requirements, we may be required to expend significant additional resources to meet such requirements. ​ We may need additional capital in the future for working capital, capital expenditures or acquisitions, and we may not be able to access capital on favorable terms, or at all, which would impair our ability to operate our business or achieve our growth objectives. ​ Our ability to generate cash is essential for the funding of our operations and the servicing of our debt.
If we cannot reduce the alleged fractional exposure through exemptions or negotiations, the withdrawal from a plan could have a material adverse impact on our business. ​ 20 Table of Contents If we fail to integrate acquisitions successfully, we may experience operational challenges and risks which may have an adverse effect on our business. ​ As part of our growth strategy, we intend to acquire companies that expand, complement or diversify our business.
If we cannot reduce the alleged fractional exposure through exemptions or negotiations, the withdrawal from a plan could have a material adverse impact on our business. ​ If we fail to integrate acquisitions successfully, we may experience operational challenges and risks which may have an adverse effect on our business. ​ As part of our growth strategy, we intend to acquire companies that expand, complement or diversify our business.
Equity awards made to our directors and employees will have the effect of diluting our earnings per share and stockholders’ percentage of ownership. ​ 24 Table of Contents Delaware law and our charter documents may impede or discourage a takeover or change in control. ​ As a Delaware corporation, anti-takeover provisions may impose an impediment to the ability of others to acquire control of us, even if a change of control would be of benefit to our stockholders.
Equity awards made to our directors and employees will have the effect of diluting our earnings per share and stockholders’ percentage of ownership. ​ Delaware law and our charter documents may impede or discourage a takeover or change in control. ​ As a Delaware corporation, anti-takeover provisions may impose an impediment to the ability of others to acquire control of us, even if a change of control would be of benefit to our stockholders.
These actions may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, breach of contract, cyber-security and related incidents, property damage, punitive damages, and civil penalties, or other losses or injunctive or declaratory relief.
These actions may seek, among other things, compensation for alleged personal injury, worker’s compensation, employment discrimination, breach of contract, cyber-security and related incidents, property damage, punitive damages, and civil penalties, or other losses or injunctive or declaratory relief.
In addition, if customers fail to pay us for 17 Table of Contents work we perform, we could experience a material adverse effect on our financial condition, results of operations and cash flows. ​ Our inability to recover on contract modifications against project owners for payment or performance could negatively affect our financial condition, results of operations and cash flows. ​ We periodically present contract modifications to our clients for changes in contract specifications or requirements.
In addition, if customers fail to pay us for work we perform, we could experience a material adverse effect on our financial condition, results of operations and cash flows. ​ Our inability to recover on contract modifications against project owners for payment or performance could negatively affect our financial condition, results of operations and cash flows. ​ We periodically present contract modifications to our clients for changes in contract specifications or requirements.
Failure to provide a letter of credit when required by a client may result in our inability to compete for, win, or retain a project. ​ 18 Table of Contents During the ordinary course of our business, we may become subject to material lawsuits or indemnity claims. ​ We have in the past been, and may in the future be, named as a defendant in lawsuits, claims and other legal proceedings during the ordinary course of our business.
Failure to provide a letter of credit when required by a client may result in our inability to compete for, win, or retain a project. ​ During the ordinary course of our business, we may become subject to material lawsuits or indemnity claims. ​ We have in the past been, and may in the future be, named as a defendant in lawsuits, claims and other legal proceedings during the ordinary course of our business.
Finally, the winding down or completion of work on significant projects will reduce our revenue and earnings if these projects have not been replaced. ​ We derive a meaningful portion of our revenue from a few customers, and the loss of one or more of these customers could have significant effects on our revenue, resulting in adverse effects on our financial condition, results of operations and cash flows. ​ Our customer base is reasonably concentrated, with our top ten customers accounting for approximately 41.3% of our revenue in 2024, 41.1% of our revenue in 2023 and 46.1% of our revenue in 2022.
Finally, the winding down or completion of work on significant projects will reduce our revenue and earnings if these projects have not been replaced. ​ We derive a meaningful portion of our revenue from a few customers, and the loss of one or more of these customers could have significant effects on our revenue, resulting in adverse effects on our financial condition, results of operations and cash flows. ​ Our customer base is reasonably concentrated, with our top ten customers accounting for approximately 53.1% of our revenue in 2025, 41.3% of our revenue in 2024 and 41.1% of our revenue in 2023.
For example, if climate change results in significantly more adverse weather conditions in a given period, we could experience reduced productivity, which could negatively impact our operating results. ​ Concerns about the impact of climate change have resulted, and are expected to continue to result, in technological advancements and market developments that impact our business.
For example, if changing climate and weather patterns result in more adverse weather conditions in a given period, we could experience reduced productivity, which could negatively impact our operating results. ​ Concerns about the impact of climate change have resulted, and are expected to continue to result, in technological advancements and market developments that impact our business.
To the extent those plans are underfunded, the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended by the Multiemployer Pension Plan Amendments Act of 1980 (“MEPA”), may subject us to substantial liabilities under those plans if we withdraw from them, or if they are terminated.
To the extent those plans are underfunded, the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended by the Multiemployer Pension Plan Amendments Act of 1980 (“MEPA”), may subject 20 Table of Contents us to substantial liabilities under those plans if we withdraw from them, or if they are terminated.
In addition, if our safety record were to substantially deteriorate over time or we were to suffer substantial 21 Table of Contents penalties or criminal prosecution for violating health and safety regulations, our customers could cancel our contracts and not award us future business. ​ Disruptions to our operational systems could adversely impact our operations, our ability to report financial results and our business. ​ We rely on computer, information and communication technology and related systems to operate our business and to protect confidential, sensitive company, customer and partner information.
In addition, if our safety record were to substantially deteriorate over time or we were to suffer substantial penalties or criminal prosecution for violating health and safety regulations, our reputation could suffer and our customers could cancel our contracts and not award us future business. ​ Disruptions to our operational systems could adversely impact our operations, our ability to report financial results and our business. ​ We rely on computer, information and communication technology and related systems to operate our business and to protect confidential, sensitive company, customer and partner information.
The actual cost of labor and materials may vary from the costs we originally estimated, and we may not be successful in recouping additional costs from our customers. These variations may cause gross profit for a project to differ from those we originally estimated.
The actual cost of labor and materials may vary from the costs we originally estimated, and we 16 Table of Contents may not be successful in recouping additional costs from our customers. These variations may cause gross profit for a project to differ from those we originally estimated.
If we are unable to hire employees with the requisite skills, we may also be forced to incur significant training expenses. ​ Our unionized workforce may commence work stoppages or impact our ability to complete certain acquisitions, which could adversely affect our operations. ​ As of December 31, 2024, approximately 22.9% of our hourly employees, primarily consisting of field laborers, were covered by collective bargaining agreements.
If we are unable to hire employees with the requisite skills, we may also be forced to incur significant training expenses. ​ Our unionized workforce may commence work stoppages or impact our ability to complete certain acquisitions, which could adversely affect our operations. ​ As of December 31, 2025, approximately 30% of our hourly employees, primarily consisting of field laborers, were covered by collective bargaining agreements.
We pursue opportunities in certain parts of the world that experience government corruption, and in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. Our internal policies mandate compliance with all applicable anti-bribery laws.
We pursue opportunities in certain parts of the world that experience government corruption, and in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. Our internal policies 15 Table of Contents mandate compliance with all applicable anti-bribery laws.
These key employees often possess and maintain key relationships with our customers and subcontractors that would be difficult to 19 Table of Contents replace. We do not carry “key-person” life or disability insurance on any of our employees.
These key employees often possess and maintain key relationships with our customers and subcontractors that would be difficult to replace. We do not carry “key-person” life or disability insurance on any of our employees.
We also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including vendors, service providers, suppliers, customers, counterparties or other financial intermediaries.
We 22 Table of Contents also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including vendors, service providers, suppliers, customers, counterparties or other financial intermediaries.
We require our partners, subcontractors, agents and others 15 Table of Contents who work for us or on our behalf to comply with the FCPA and other anti-bribery laws. There is no assurance that our policies or procedures will protect us against liability under the FCPA or other laws for actions taken by our agents, employees and intermediaries.
We require our partners, subcontractors, agents and others who work for us or on our behalf to comply with the FCPA and other anti-bribery laws. There is no assurance that our policies or procedures will protect us against liability under the FCPA or other laws for actions taken by our agents, employees and intermediaries.
However, concerns about climate change could also result in potential new regulations, regulatory actions or requirements to fund energy efficiency activities, as well as decreased demand for refined products, which in turn could negatively impact our customers and demand for certain of our pipeline, underground utility and infrastructure services. ​ 13 Table of Contents Climate change could also affect our customers and the types of projects that they award.
However, concerns about climate change could also result in potential new regulations, regulatory actions or requirements to fund energy efficiency activities, as well as decreased demand for refined products, which in turn could negatively impact our customers and demand for certain of our pipeline, underground utility and infrastructure services. ​ The foregoing factors could also affect our customers and the types of projects that they award.
The 2023 Equity Plan authorized the Board of Directors to issue equity awards totaling 6.5 million shares of our common stock. As of December 31, 2024, there were 5.8 million shares of common stock remaining available for issuance under our 2023 Equity Plan.
The 2023 Equity Plan authorized the Board of Directors to issue equity awards totaling 6.5 million shares of our common stock. As of December 31, 2025, there were 5.5 million shares of common stock remaining available for issuance under our 2023 Equity Plan.
Climate change may result in, among other things, changes in rainfall patterns, storm patterns and intensities and temperature levels. Our operating results are significantly influenced by weather, and major changes in historical weather patterns could significantly impact our future operating results.
Changing climate and weather patterns may result in, among other things, changes in rainfall patterns, storm patterns and intensities and temperature levels. Our operating results are influenced by weather, and major changes in weather patterns could significantly impact our future operating results.
Further, customers using our systems rely on the security of our infrastructure, including hardware, software and other elements provided by third parties, to ensure the reliability of our products and the protection of their data.
Further, customers supplying us their data rely on the security of our infrastructure and systems, including hardware, software and other elements provided by third parties, to ensure the reliability of our products and the protection of their data.
We could be adversely affected by our failure to comply with laws applicable to our foreign activities, such as the U.S. Foreign Corrupt Practices Act. ​ During 2024, 2023 and 2022, revenue attributable to our services outside of the United States, principally in Canada, was 4.6%, 5.8% and 6.7% of our total revenue, respectively.
We could be adversely affected by our failure to comply with laws applicable to our foreign activities, such as the U.S. Foreign Corrupt Practices Act. ​ During 2025, 2024 and 2023, revenue attributable to our services outside of the United States, principally in Canada, was 2.3%, 4.6% and 5.8% of our total revenue, respectively.
Payments of significant amounts, even if reserved, could adversely affect our reputation, our cash flows, and our business. ​ We are self-insured up to certain limits. ​ Although we maintain insurance policies with respect to employer’s liability, general liability, auto and workers compensation claims, those policies are subject to deductibles or self-insured retention amounts up to certain limits applied on an occurrence or claims-made basis.
Payments of significant amounts, even if reserved, could adversely affect our reputation, our cash flows, and our business. ​ We are self-insured up to certain limits. ​ Although we maintain insurance policies with respect to general liability, auto liability and worker’s compensation liability, those policies are subject to deductibles or self-insured retention amounts up to certain limits applied on an occurrence basis.
“ Management’s Discussion and 23 Table of Contents Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates— Goodwill and Indefinite-Lived Intangible Assets ” of this Annual Report on Form 10-K.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates— Goodwill and Indefinite-Lived Intangible Assets ” of this Annual Report on Form 10-K.
Based on our variable rate debt outstanding as of December 31, 2024, a 1.0% increase or decrease in interest rates would change annual interest expense by approximately $3.8 million. ​ Risks Related to our Common Stock ​ Our common stock is subject to potential dilution to our stockholders. ​ As part of our acquisition strategy, we have issued and used shares of common stock as a part of contingent earn-out consideration, which have resulted in dilution to our stockholders.
Based on our variable rate debt outstanding as of December 31, 2025, a 1.0% increase or decrease in interest rates would change annual interest expense by approximately $4.4 million. ​ Risks Related to our Common Stock ​ Our common stock is subject to potential dilution to our stockholders. ​ As part of our acquisition strategy, we have issued and used shares of common stock as part of contingent earn-out consideration, which has resulted in dilution to our stockholders.
Recent pipeline safety legislation could increase demand for our pipeline facility, maintenance, integrity and repair services. ​ 12 Table of Contents In addition, many customers operate in industries that are subject to rapid changes in technology, governmental regulation, changing consumer demands and consolidation.
Recent pipeline safety legislation could increase demand for our pipeline facility, maintenance, integrity and repair services. ​ In addition, many customers operate in industries that are subject to rapid changes in technology, governmental regulation, changing consumer demands and consolidation.
For example, utility customers are transitioning toward more sustainable sources of power generation, such as renewables, which can provide additional opportunities for our Energy segment. Additionally, increased electrification of new technologies may lead to continued and additional demand for new and expanded electric power infrastructure and reengineering of existing electric power infrastructure.
For example, utility customers are expanding sustainable sources of power generation, such as renewables, which can provide additional opportunities for our Energy segment. Additionally, increased electrification of new technologies may lead to additional demand for new and expanded electric power infrastructure and reengineering of existing electric power infrastructure.
The portion of revenue generated from the competitive bid process for 2024, 2023 and 2022 was approximately 28.3 %, 30.1%, and 26.3%, respectively. It is generally very difficult to predict the timing and geographic distribution of the projects that we will be awarded.
The portion of revenue generated from the competitive bid process for 2025, 2024 and 2023 was approximately 27.6%, 28.3%, and 30.1%, respectively. It is generally very difficult to predict the timing and geographic distribution of the projects that we will be awarded.
At December 31, 2024, our balance sheet included goodwill of $856.9 million and intangible assets of $207.9 million resulting from previous acquisitions. Fair value is determined using a combination of the discounted cash flow, market multiple and market capitalization valuation approaches.
At December 31, 2025, our balance sheet included goodwill of $856.9 million and intangible assets of $190.2 million resulting from previous acquisitions. Fair value is determined using a combination of the discounted cash flow, market multiple and market capitalization valuation approaches.
While backlog includes estimated MSA revenue, customers are not contractually obligated to purchase a certain amount of services under the MSA. ​ Given these factors, our backlog at any point in time may not accurately represent the revenue that we expect to realize during any period, and our backlog as of the end of a fiscal year may not be indicative of the revenue we expect to earn in the following fiscal year.
While backlog includes estimated MSA revenue, customers are not contractually obligated to purchase a certain amount of services under the MSA, making it difficult to estimate our customers’ demand for our services. ​ Given these factors, our backlog at any point in time may not accurately represent the revenue that we expect to realize during any period, and our backlog as of the end of a fiscal year may not be indicative of the revenue we expect to earn in the following fiscal year.
Failure to complete the project as scheduled or at the contracted performance standards could result in additional costs or penalties, including liquidated damages, and such amounts could exceed expected project profit. ​ A significant portion of our business depends on our ability to provide surety bonds, and we may be unable to compete for or work on certain projects if we are not able to obtain the necessary surety bonds. ​ Our contracts frequently require that we provide payment and performance bonds to our customers.
Failure to complete the project as scheduled or at the contracted performance standards could result in additional costs or penalties, including liquidated damages, and such amounts could reduce or exceed expected project profit and may have a material adverse impact on our business, results of operations and financial condition. ​ A significant portion of our business depends on our ability to provide surety bonds, and we may be unable to compete for or work on certain projects if we are not able to obtain the necessary surety bonds. ​ Our contracts frequently require that we provide payment and performance bonds to our customers.
Technological advances in the markets we serve, including from climate-related initiatives, could render existing projects or technologies uncompetitive or obsolete, and cause longer-term changes in consumer behavior or alter our customers’ existing operating models.
Technological advances in the markets we serve, including 12 Table of Contents from climate-related initiatives and developments in AI, could render existing projects or technologies uncompetitive or obsolete, and cause longer-term changes in consumer behavior or alter our customers’ existing operating models.
Weather may affect our ability to work efficiently and can cause project delays and additional costs. Our ability to negotiate change orders for the impact of weather on a project could impact our profitability.
Weather may affect our ability to work efficiently and can cause project delays and additional costs. Our ability to negotiate change orders for the impact of weather on a project could impact our profitability. In addition, the impact of weather can cause significant variability in our quarterly revenue and profitability.
In addition, detecting, investigating and resolving actual or alleged FCPA violations is expensive and could consume significant time and attention of our senior management. ​ Backlog may not be realized or may not result in revenue or profit. ​ Backlog is measured and defined differently by companies within our industry.
In addition, detecting, investigating and resolving actual or alleged FCPA violations is expensive and could consume significant time and attention of our senior management. ​ Backlog may not be realized or may not result in revenue or profit.
The number of shares authorized and available for purchase under the ESPP is 1.0 million. As of December 31, 2024, there were 960,496 shares of common stock remaining available for purchase.
The number of shares authorized and available for purchase under the ESPP is 1.0 million. As of December 31, 2025, there were 945,700 shares of common stock remaining available for purchase.
We do not obtain contracts from all of our bids and our inability to win bids at acceptable profit margins would adversely affect our business. ​ We may be unsuccessful at generating organic growth which may affect our ability to expand our operations or grow our business. ​ Our ability to generate organic growth may be affected by, among other factors, our ability to: ​ ● Attract new customers; ● Increase the number of projects performed for existing customers; ● Hire and retain qualified personnel; ● Secure appropriate levels of construction equipment; ● Successfully bid for new projects; and ● Adapt the range of services we offer to address our customers’ evolving construction needs. ​ In addition, our customers may reduce the number or size of projects available to us due to their inability to obtain capital.
Additionally, an increase in competition may result in a decrease in new awards, a decrease in profit margins, or both. ​ We may be unsuccessful at generating organic growth which may affect our ability to expand our operations or grow our business. ​ Our ability to generate organic growth may be affected by, among other factors, our ability to: ​ ● Attract new customers; ● Increase the number of projects performed for existing customers; ● Hire and retain qualified personnel; ● Secure appropriate levels of construction equipment; ● Successfully bid for new projects; and ● Adapt the range of services we offer to address our customers’ evolving construction needs. ​ In addition, our customers may reduce the number or size of projects available to us due to their inability to obtain capital.
In addition, the impact of weather can cause significant variability in our quarterly revenue and profitability. ​ We require subcontractors and suppliers to assist us in providing certain services, and we may be unable to retain the necessary subcontractors or obtain supplies to complete certain projects which could adversely affect our business. ​ We use subcontractors to perform portions of our contracts and to manage workflow.
The impact of weather conditions can result in variability in our quarterly revenues and profitability, particularly in the first and fourth quarters of the year. ​ We require subcontractors and suppliers to assist us in providing certain services, and we may be unable to retain the necessary subcontractors or obtain supplies to complete certain projects which could adversely affect our business. ​ We use subcontractors to perform portions of our contracts and to manage workflow.
If interest rates increase, our debt service obligations on the unhedged portion of our variable rate debt will increase even if the amount borrowed remains the same, and our net income and cash flows, will decrease correspondingly.
If interest rates increase, our 24 Table of Contents debt service obligations will increase even if the amount borrowed remains the same, and our net income and cash flows will decrease correspondingly.
Often, these estimates are particularly difficult to determine, and we must exercise significant judgment. Estimates may be used in our assessments of the allowance for credit losses, useful lives of property and equipment, fair value assumptions in analyzing goodwill and long-lived asset impairments, self-insured claims liabilities, accounting for revenue recognized over time, and the provision for income taxes.
Estimates may be used in our assessments of the allowance for credit losses, useful lives of property and equipment, fair value assumptions in analyzing goodwill and long-lived asset impairments, self-insured claims liabilities, accounting for 23 Table of Contents revenue recognized over time, and the provision for income taxes.
Elimination of, or changes to, existing renewable portfolio standards, tax credits or similar environmental policies may negatively affect future demand for our services. ​ We may lose business to competitors through the competitive bidding processes. ​ We are engaged in highly competitive businesses in which some customer contracts are awarded through bidding processes based on price and the acceptance of certain risks, along with other factors.
Changes to federal support for renewable energy projects may also negatively affect future demand for our services. ​ We may lose business to competitors through the competitive bidding processes. ​ We are engaged in a competitive business in which some customer contracts are awarded through bidding processes based on price and the acceptance of certain risks, along with other factors.
We also currently maintain a cyber insurance policy; however, such insurance coverage may not be adequate to cover all the costs related to cyber security attacks or disruptions resulting from such events. ​ While we have taken steps to mitigate persistent and continuously evolving cyber security threats by implementing network security and internal control measures, implementing policies and procedures for managing risk to our information systems, periodically testing our information technology systems, and conducting employee training on cyber security, a system or network failure or data security breach could have negative consequences for our company, customers, or partners and adversely affect our business.
We currently maintain a cyber insurance policy; however, such insurance coverage may not be adequate to cover all the costs related to cyber security attacks or disruptions resulting from such events. ​ While we have taken steps to mitigate persistent and continuously evolving cyber security threats by implementing network security and internal control measures, implementing policies and procedures for managing risk to our information systems, periodically testing our information technology systems, and conducting employee training on cyber security, a system or network failure or data security breach could disrupt our business or the delivery of services to our customers, result in potential liabilities, the termination of contracts, divert the attention of management from effectively operating our business, cause significant reputational damage, or otherwise have an adverse effect on our financial results.
Demand for power projects, underground pipelines or highway projects could be affected by significant changes in weather, or climate conditions, or by regulatory changes relating to climate change, which could in turn reduce demand for our services. ​ Our results could be adversely affected by natural disasters, public health crises, political crises, or other catastrophic events. ​ Natural disasters, such as hurricanes, tornadoes, floods, earthquakes, and other adverse weather and climate conditions; public health crises, such as pandemics and epidemics; political crises, such as terrorist attacks, war, labor unrest, and other political instability; or other catastrophic events could disrupt our operations, or the operations of one or more of our vendors or customers, and could adversely affect our financial results.
Events such as hurricanes, tornadoes, floods, earthquakes, and other adverse weather and climate conditions; public health crises, such as pandemics and epidemics; political crises, such as terrorist attacks, war, labor unrest, and other political instability; or other catastrophic events could disrupt our operations, or the operations of one or more of our vendors or customers, and could adversely affect our financial results.
If additional funds were not available on acceptable terms, we may not be able to make future investments, take advantage of acquisitions or pursue other opportunities. ​ Risks Related Primarily to the Financial Accounting of our Business ​ Our financial results are based upon estimates and assumptions that may differ from actual results. ​ In preparing our consolidated annual and quarterly financial statements in conformity with generally accepted accounting principles, many estimates and assumptions are used in determining the reported revenue, costs and expenses recognized during the periods presented, and disclosures of contingent assets and liabilities known to exist as of the date of the financial statements.
In addition, the terms of any financing agreement we enter into may require us to agree to covenants that limit or restrict our operational and financial flexibility. ​ Risks Related Primarily to the Financial Accounting of our Business ​ Our financial results are based upon estimates and assumptions that may differ from actual results. ​ In preparing our consolidated annual and quarterly financial statements in conformity with generally accepted accounting principles, many estimates and assumptions are used in determining the reported revenue, costs and expenses recognized during the periods presented, and disclosures of contingent assets and liabilities known to exist as of the date of the financial statements.
From time to time, we may use certain derivative instruments to hedge our exposure to variable interest rates. As of December 31, 2024, $300.0 million of our variable rate debt outstanding was economically hedged. The interest rate swap matured on January 31, 2025. The remaining $376.9 million of variable rate debt was unhedged.
From time to time, we may use certain derivative instruments to hedge our exposure to variable interest rates. As of December 31, 2025, none of our variable rate debt was economically hedged.
For example, much of the work that we perform in the highway markets involves funding by federal, state and local governments. This funding is subject to fluctuation based on the budgets and operating priorities of the various government agencies. ​ We are also dependent on the amount of work our customers outsource.
This funding is subject to fluctuation based on the budgets and operating priorities of the various government agencies and has in the past and may in the future be impacted by federal government shutdowns and federal budget cuts. ​ We are also dependent on the amount of work our customers outsource.
If our joint venture partners fail to satisfactorily perform their joint venture obligations, the joint venture may be unable to adequately perform or deliver its contracted services. Under these circumstances, we may be required to make additional investments or provide additional services to ensure the adequate performance and delivery of the contracted services.
If our joint venture partners fail to satisfactorily perform their joint venture obligations, the joint venture may be unable to adequately perform or deliver its contracted services.
Our Certificate of Incorporation permits us to issue up to 90.0 million shares of common stock of which approximately 53.7 million were outstanding at December 31, 2024. While New York Stock Exchange rules require that we obtain stockholder approval to issue more than 20% additional shares, stockholder approval is not required below that level.
While New York Stock Exchange rules require that we obtain stockholder approval to issue more than 20% additional shares, stockholder approval is not required below that level.
For projects for which a loss is expected, future revenue will be recorded with no margin, which may reduce the overall margin percentage for work performed. ​ Our actual cost may be greater than expected in performing our contracts causing us to realize significantly lower profit or losses on our projects. ​ We currently generate, and expect to continue to generate, a substantial portion of our revenue from fixed price and unit price contracts.
If our backlog fails to materialize, or if amounts in our backlog are unprofitable, our results of operations, cash flows, liquidity and financial condition could be materially adversely affected. ​ ​ Our actual cost may be greater than expected in performing our contracts causing us to realize significantly lower profit or losses on our projects. ​ We currently generate, and expect to continue to generate, a substantial portion of our revenue from fixed price and unit price contracts.
These standards have initiated significant growth in the renewable energy industry and increased demand for renewable energy infrastructure construction services.
These standards have initiated significant growth in the renewable energy industry and increased demand for renewable energy infrastructure construction services. Elimination of, or changes to, existing renewable portfolio standards, tax credits or similar environmental policies may negatively affect future demand for our services.
Furthermore, the continuing and evolving threat of cyber-attacks has resulted in increased regulatory focus on prevention.
We may also need to expend significant additional resources to protect against cybersecurity threats or to address actual breaches or to redress problems caused by cybersecurity breaches. Furthermore, the continuing and evolving threat of cyber-attacks has resulted in increased regulatory focus on prevention.
We do not consider renewals when estimating total backlog. ​ Backlog is not a comprehensive indicator of future revenue amounts or timing.
We estimate MSA Backlog based on historical trends, anticipated seasonal impacts and estimates of customer demand based on information from our customers. ​ Backlog is not a comprehensive indicator of future revenue amounts or timing.
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Poor project execution could impact profit from contracts included in backlog.
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For example, much of the work that we perform in the highway markets involves funding by federal, state and local governments.
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Demand for power projects, underground pipelines or highway projects could be affected by significant changes in weather, or climate conditions, or by regulatory changes relating thereto, which could in turn reduce demand for our services. ​ 13 Table of Contents Our results could be adversely affected by natural disasters, public health crises, political crises, or other catastrophic events. ​ Natural disasters and public health crises have in the past, and could in the future, impact our business.
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We do not obtain contracts from all of our bids and our inability to win bids at acceptable profit margins would adversely affect our business.
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Our backlog is subject to cancellation and unexpected adjustments and, therefore, is not necessarily an accurate representation of future operating results. ​ Backlog is measured and defined differently by companies within our industry.
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In addition, many of our MSAs are subject to renewal, and these potential renewals can be considered in estimating MSA Backlog. We do not include certain contracts in the calculation of fixed backlog where scope, and therefore contract value, is not adequately defined.
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Additionally, some revenue may never be included in backlog if it is awarded and completed in the same quarter.
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Poor project execution could impact profit from contracts included in backlog. For projects for which a loss is expected, future revenue will be recorded with no margin, which may reduce the overall margin percentage for work performed.
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Our profitability is therefore dependent upon our ability to accurately estimate the costs associated with our services and our ability to execute in accordance with our plans.
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Under these circumstances, and where we and our partners are jointly and severally liable for liabilities and obligations of the entity or joint venture, we may be required to make additional investments or provide additional services to ensure the adequate 17 Table of Contents performance and delivery of the contracted services.
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If additional funds were not available on acceptable terms, we may not be able to make future investments, take advantage of acquisitions or pursue other opportunities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAdditionally, all new employees are provided the AUP through the Security Awareness System included with initial security training upon being granted access to our network. Additionally, all new employees are provided the AUP by Human Resources and receive initial security training upon being granted access to our network. ​
Biggest changeOn an annual basis an Acceptable Use Policy (“AUP”) is distributed to employees through our Security Awareness Training System for understanding and acknowledgement. Additionally, all new employees are provided the AUP through the Security Awareness System included with initial security training upon being granted access to our network. ​ ​
“Risk Factors, specifically the risks titled “ Disruptions to our operational systems could adversely impact our operations, our ability to report financial results and our business” and “Security breaches, cyber security attacks or other disruptions to our information technology systems and networks could adversely impact our operations or compromise the confidentiality of private customer data or our own proprietary information, ” the sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of cyber incidents and protect our systems and information may be insufficient.
“Risk Factors”, specifically the risks titled “ Disruptions to our operational systems could adversely impact our operations, our ability to report financial results and our business” and “Security breaches, cyber security attacks or other disruptions to our information technology systems and networks could adversely impact our operations or compromise the confidentiality of private customer data or our own proprietary information, ” the sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of cyber incidents and protect our systems and information may be insufficient.
Accordingly, no matter how well designed or implemented our controls are, we will not be able to anticipate all security breaches, and we may 25 Table of Contents not be able to implement effective preventive measures against such security breaches in a timely manner, which could materially affect us, including our business operations, results of operations or financial condition. ​ Cybersecurity Governance and Oversight ​ The Audit Committee of our Board of Directors provides direct oversight over cybersecurity risk and governance.
Accordingly, no matter how well designed or implemented our controls are, we will not be able to anticipate all security breaches, and we may not be able to implement effective preventive measures against such security breaches in a timely manner, which could materially affect us, including our business operations, results of operations or financial condition. ​ Cybersecurity Governance and Oversight ​ The Audit Committee of our Board of Directors provides direct oversight over cybersecurity risk and governance.
A key area of the cybersecurity program is the education of employees regarding cybersecurity using security awareness training, security bulletins and phishing simulations to reinforce training on a quarterly basis. Security awareness training covers all network users. On an annual basis an Acceptable Use Policy (“AUP”) is distributed to employees through our Security Awareness Training System for understanding and acknowledgement.
A key area of the cybersecurity program is the education of employees regarding cybersecurity using security awareness training, security bulletins and phishing simulations to reinforce training on a quarterly basis. Security awareness training covers all 26 Table of Contents network users.
Protection includes phishing detection, social engineering, executive targeting, brand impersonation, configuration mistakes, sensitive data leakage, leaked credentials, malicious attacks, third-party risks, vulnerabilities, insider threats (both intentional and unintentional), and password attacks. This type of ongoing vulnerability risk management is crucial as the organization and the external threat landscape evolves.
Protection measures are designed to detect and guard against threats, including phishing, social engineering, executive targeting, brand impersonation, configuration mistakes, sensitive data leakage, leaked credentials, malicious attacks, third-party risks, vulnerabilities, insider threats (both intentional and unintentional), and password attacks.
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This type of ongoing vulnerability risk management is crucial as the organization 25 Table of Contents and the external threat landscape evolves.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn 2024, we spent approximately $126.6 million for capital expenditures, which included $81.9 million on our facilities and $36.6 million for construction equipment. ​ We believe the ownership or long-term leasing of equipment is generally preferable to renting to ensure the equipment is available as needed. In addition, this approach has historically resulted in lower overall equipment costs.
Biggest changeIn 2025, we spent approximately $129.9 million for capital expenditures, which included $75.8 million for construction equipment and $35.3 million on our facilities. ​ We believe the ownership or long-term leasing of equipment is generally preferable to renting to ensure the equipment is available as needed. In addition, this approach has historically resulted in lower overall equipment costs.
All equipment is subject to scheduled maintenance to help ensure reliability. Maintenance facilities exist at most of our regional offices, as well as on-site on major projects to properly service and repair equipment. Major equipment not currently utilized is rented to third parties or sold whenever possible. ​ 26 Table of Contents
All equipment is subject to scheduled maintenance to help ensure reliability. Maintenance facilities exist at most of our regional offices, as well as on-site on major projects to properly service and repair equipment. Major equipment not currently utilized is rented to third parties or sold whenever possible. ​ ​
As of December 31, 2024, we owned 46 of our facilities and leased the remainder. We believe that our facilities are adequate to meet our current and foreseeable requirements. ​ Property, Plant and Equipment ​ The construction industry is capital intensive, and we expect to continue making capital expenditures to meet anticipated needs for our services.
As of December 31, 2025, we owned 44 of our facilities and leased the remainder. We believe that our facilities are adequate to meet our current and foreseeable requirements. ​ Property, Plant and Equipment ​ The construction industry is capital intensive, and we expect to continue making capital expenditures to meet anticipated needs for our services.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS ​ Legal Proceedings ​ For information regarding legal proceedings, see Note 12 — “ Commitments and Contingencies ” of the Notes to Consolidated Financial Statements included in Item 8. “ Financial Statements And Supplementary Data ” of this Annual Report on Form 10-K, which is incorporated herein by reference. ​ ​ ITEM 4.
Biggest changeITEM 3. LEGAL PROCEEDINGS ​ Legal Proceedings ​ For information regarding legal proceedings, see Note 11 — “ Commitments and Contingencies ” of the Notes to Consolidated Financial Statements included in Item 8. “ Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K, which is incorporated herein by reference. ​ ​ ITEM 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ Market Information ​ Our common stock is listed on the New York Stock Exchange under the symbol “PRIM”. We had outstanding 53,747,628 shares of common stock and 335 stockholders of record as of February 18, 2025.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ Market Information ​ Our common stock is listed on the New York Stock Exchange under the symbol “PRIM”. We had outstanding 54,056,502 shares of common stock and 271 stockholders of record as of February 17, 2026.
The declaration and payment of future dividends is contingent upon our revenue and earnings, capital requirements, and general financial conditions, as well as contractual restrictions and other considerations deemed to be relevant by the Board of Directors. 28 Table of Contents Performance Graph ​ The following Performance Graph and related information shall not be deemed to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing. ​ The following graph compares the cumulative total return to holders of our common stock during the five-year period from December 31, 2019, and in each quarter through December 31, 2024.
The declaration and payment of future dividends is contingent upon our revenue and earnings, capital requirements, and general financial conditions, as well as contractual restrictions and other considerations deemed to be relevant by the Board of Directors. 28 Table of Contents Performance Graph ​ The following Performance Graph and related information shall not be deemed to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing. ​ The following graph compares the cumulative total return to holders of our common stock during the five-year period from December 31, 2020, and in each quarter through December 31, 2025.
The Peer Group is composed of MasTec, Inc., MYR Group, Inc., Dycom Industries, Inc., Sterling Construction Company, Inc. and Granite Construction, Inc. ​ The returns are calculated assuming that an investment with a value of $100 was made in our common stock, the S&P 500 and the Peer Group as of December 31, 2019.
The Peer Group is composed of MasTec, Inc., MYR Group, Inc., Dycom Industries, Inc., Sterling Construction Company, Inc. and Granite Construction, Inc. ​ The returns are calculated assuming that an investment with a value of $100 was made in our common stock, the S&P 500 and the Peer Group as of December 31, 2020.
The stock performance shown on the graph is not intended to be indicative of future stock performance. ​ COMPARISON OF DECEMBER 31, 2019 THROUGH DECEMBER 31, 2024 CUMULATIVE TOTAL RETURN Among Primoris Services Corporation (“PRIM”), the S&P 500 and the Peer Group ​ ​ ​ ​
The stock performance shown on the graph is not intended to be indicative of future stock performance. ​ COMPARISON OF DECEMBER 31, 2020 THROUGH DECEMBER 31, 2025 CUMULATIVE TOTAL RETURN Among Primoris Services Corporation (“PRIM”), the S&P 500 and the Peer Group ​ ​ ​ ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe 2023 effective tax rate was 29.0%. ​ 40 Table of Contents Segment Results ​ Operating performance by segment for the years ended December 31, 2024, 2023, and 2022 was as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2024 ​ Utilities ​ % of Segment Revenue ​ Energy ​ % of Segment Revenue ​ Corporate and non-allocated costs ​ Consolidated ​ % of Consolidated Revenue Revenue ​ $ 2,439.0 ​ ​ — ​ $ 4,032.0 ​ ​ — ​ $ (104.2) (1) $ 6,366.8 ​ ​ — Cost of revenue ​ ​ 2,181.1 ​ ​ 89.4% ​ ​ 3,586.7 ​ ​ 89.0% ​ ​ (104.2) (1) ​ 5,663.6 ​ ​ 89.0% Gross profit ​ ​ 257.9 ​ ​ 10.6% ​ ​ 445.3 ​ ​ 11.0% ​ ​ — ​ ​ 703.2 ​ ​ 11.0% Selling, general, and administrative expenses ​ ​ 118.2 ​ ​ 4.8% ​ ​ 150.2 ​ ​ 3.7% ​ ​ 114.9 ​ ​ 383.3 ​ ​ 6.0% Transaction and related costs ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2.5 ​ ​ 2.5 ​ ​ ​ Operating income ​ $ 139.7 ​ ​ 5.7% ​ $ 295.1 ​ ​ 7.3% ​ $ (117.4) ​ $ 317.4 ​ ​ 5.0% ​ (1) Represents intersegment revenue and cost of revenue of $104.2 million in the Utilities segment eliminated in our Consolidated Statements of Income. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2023 ​ Utilities ​ % of Segment Revenue ​ Energy ​ % of Segment Revenue ​ Corporate and non-allocated costs ​ Consolidated ​ % of Consolidated Revenue Revenue ​ $ 2,410.1 ​ ​ — ​ $ 3,346.2 ​ ​ — ​ $ (41.0) (1) $ 5,715.3 ​ ​ — Cost of revenue ​ ​ 2,203.1 ​ ​ 91.4% ​ ​ 2,965.7 ​ ​ 88.6% ​ ​ (41.0) (1) ​ 5,127.8 ​ ​ 89.7% Gross profit ​ ​ 207.0 ​ ​ 8.6% ​ ​ 380.5 ​ ​ 11.4% ​ ​ — ​ ​ 587.5 ​ ​ 10.3% Selling, general, and administrative expenses ​ ​ 117.8 ​ ​ 4.9% ​ ​ 132.6 ​ ​ 4.0% ​ ​ 78.3 ​ ​ 328.7 ​ ​ 5.8% Transaction and related costs ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 5.7 ​ ​ 5.7 ​ ​ ​ Operating income ​ $ 89.2 ​ ​ 3.7% ​ $ 247.9 ​ ​ 7.4% ​ $ (84.0) ​ $ 253.1 ​ ​ 4.4% ​ (1) Represents intersegment revenue and cost of revenue of $29.9 million in the Utilities segment and $11.1 million in the Energy segment eliminated in our Consolidated Statements of Income. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2022 ​ Utilities ​ % of Segment Revenue ​ Energy ​ % of Segment Revenue ​ Corporate and non-allocated costs ​ Consolidated ​ % of Consolidated Revenue Revenue ​ $ 2,033.7 ​ ​ — ​ $ 2,397.3 ​ ​ — ​ $ (10.4) (1) $ 4,420.6 ​ ​ — Cost of revenue ​ ​ 1,823.0 ​ ​ 89.6% ​ ​ 2,151.1 ​ ​ 89.7% ​ ​ (10.4) (1) ​ 3,963.7 ​ ​ 89.7% Gross profit ​ ​ 210.7 ​ ​ 10.4% ​ ​ 246.2 ​ ​ 10.3% ​ ​ — ​ ​ 456.9 ​ ​ 10.3% Selling, general, and administrative expenses ​ ​ 91.7 ​ ​ 4.5% ​ ​ 108.6 ​ ​ 4.5% ​ ​ 81.3 ​ ​ 281.6 ​ ​ 6.4% Transaction and related costs ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 20.1 ​ ​ 20.1 ​ ​ ​ Gain on sale and leaseback transaction ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (40.1) ​ ​ (40.1) ​ ​ ​ Operating income ​ $ 119.0 ​ ​ 5.9% ​ $ 137.6 ​ ​ 5.7% ​ $ (61.3) ​ $ 195.3 ​ ​ 4.4% ​ (1) Represents intersegment revenue and cost of revenue of $9.3 million in the Utilities segment and $1.1 million in the Energy segment eliminated in our Consolidated Statements of Income. 41 Table of Contents Utilities Segment ​ 2024 and 2023 ​ Revenue increased by $28.9 million, or 1.2%, during 2024 compared to 2023.
Biggest changeThe legislation did not have a material impact on our income tax expense for the year ended December 31, 2025, nor did it materially change our effective income tax rate for 2025. ​ 39 Table of Contents Segment Results ​ Operating performance by segment for the years ended December 31, 2025, 2024, and 2023 was as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2025 ​ ​ ​ ​ Utilities ​ % of Segment Revenue ​ Energy ​ % of Segment Revenue ​ Corporate and non-allocated costs ​ Consolidated ​ % of Consolidated Revenue Revenue ​ $ 2,691.7 ​ ​ — ​ $ 5,018.6 ​ ​ — ​ $ (135.4) (1) $ 7,574.9 ​ ​ — Cost of revenue ​ ​ 2,383.0 ​ ​ 88.5% ​ ​ 4,514.2 ​ ​ 89.9% ​ ​ (135.4) (1) ​ 6,761.8 ​ ​ 89.3% Gross profit ​ ​ 308.7 ​ ​ 11.5% ​ ​ 504.4 ​ ​ 10.1% ​ ​ — ​ ​ 813.1 ​ ​ 10.7% Selling, general, and administrative expenses ​ ​ 126.2 ​ ​ 4.7% ​ ​ 163.4 ​ ​ 3.3% ​ ​ 109.6 ​ ​ 399.2 ​ ​ 5.3% Transaction and related costs ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2.4 ​ ​ 2.4 ​ ​ ​ Operating income ​ $ 182.5 ​ ​ 6.8% ​ $ 341.0 ​ ​ 6.8% ​ $ (112.0) ​ $ 411.5 ​ ​ 5.4% ​ (1) Represents intersegment revenue and cost of revenue of $135.2 million in the Utilities segment and $0.2 million in the Energy segment eliminated in our Consolidated Statements of Income. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2024 ​ ​ ​ ​ Utilities ​ % of Segment Revenue ​ Energy ​ % of Segment Revenue ​ Corporate and non-allocated costs ​ Consolidated ​ % of Consolidated Revenue Revenue ​ $ 2,439.0 ​ ​ — ​ $ 4,032.0 ​ ​ — ​ $ (104.2) (1) $ 6,366.8 ​ ​ — Cost of revenue ​ ​ 2,181.1 ​ ​ 89.4% ​ ​ 3,586.7 ​ ​ 89.0% ​ ​ (104.2) (1) ​ 5,663.6 ​ ​ 89.0% Gross profit ​ ​ 257.9 ​ ​ 10.6% ​ ​ 445.3 ​ ​ 11.0% ​ ​ — ​ ​ 703.2 ​ ​ 11.0% Selling, general, and administrative expenses ​ ​ 118.2 ​ ​ 4.8% ​ ​ 150.2 ​ ​ 3.7% ​ ​ 114.9 ​ ​ 383.3 ​ ​ 6.0% Transaction and related costs ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2.5 ​ ​ 2.5 ​ ​ ​ Operating income ​ $ 139.7 ​ ​ 5.7% ​ $ 295.1 ​ ​ 7.3% ​ $ (117.4) ​ $ 317.4 ​ ​ 5.0% ​ (1) Represents intersegment revenue and cost of revenue of $104.2 million in the Utilities segment eliminated in our Consolidated Statements of Income. ​ 40 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2023 ​ ​ Utilities ​ ​ ​ % of Segment Revenue ​ Energy ​ % of Segment Revenue ​ Corporate and non-allocated costs ​ Consolidated ​ % of Consolidated Revenue Revenue ​ $ 2,410.1 ​ — ​ $ 3,346.2 ​ ​ — ​ $ (41.0) (1) $ 5,715.3 ​ ​ — Cost of revenue ​ ​ 2,203.1 ​ ​ 91.4% ​ ​ 2,965.7 ​ ​ 88.6% ​ ​ (41.0) (1) ​ 5,127.8 ​ ​ 89.7% Gross profit ​ ​ ​ ​ 207.0 ​ ​ 8.6% ​ ​ 380.5 ​ ​ 11.4% ​ ​ — ​ ​ 587.5 ​ ​ 10.3% Selling, general, and administrative expenses ​ ​ 117.8 ​ ​ 4.9% ​ ​ 132.6 ​ ​ 4.0% ​ ​ 78.3 ​ ​ 328.7 ​ ​ 5.8% Transaction and related costs ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 5.7 ​ ​ 5.7 ​ ​ ​ Operating income ​ $ 89.2 ​ 3.7% ​ $ 247.9 ​ ​ 7.4% ​ $ (84.0) ​ $ 253.1 ​ ​ 4.4% ​ (1) Represents intersegment revenue and cost of revenue of $29.9 million in the Utilities segment and $11.1 million in the Energy segment eliminated in our Consolidated Statements of Income.
The structure of our reportable segments is generally focused on broad end-user markets for our services. ​ The Utilities segment operates throughout the United States and specializes in a range of services, including the installation and maintenance of new and existing natural gas and electric utility distribution and transmission systems, and communications systems. ​ The Energy segment operates throughout the United States and Canada and specializes in a range of services that include engineering, procurement, construction, and maintenance services for entities in the energy, renewable energy and energy storage, renewable fuels, and petroleum and petrochemical industries, as well as state departments of transportation. ​ ​ We have longstanding customer relationships with solar facility developers and utility, refining, petrochemical, communications, midstream, downstream, and engineering companies, as well as power producers and transportation agencies across our core markets.
The structure of our reportable segments is generally focused on broad end-user markets for our services. ​ The Utilities segment operates throughout the United States and specializes in a range of services, including the installation and maintenance of new and existing natural gas and electric utility distribution and transmission systems, and communications systems. ​ The Energy segment operates throughout the United States and Canada and specializes in a range of services that include engineering, procurement, construction, and maintenance services for entities in the energy, renewable energy and energy storage, renewable fuels, and petroleum and petrochemical industries, as well as state departments of transportation. ​ We have longstanding customer relationships with solar facility developers, power producers, gas and electric utilities, refining, petrochemical, communications, midstream, downstream, and engineering companies, as well as transportation agencies across our core markets.
For these contracts, revenue is recognized over time as work is completed because of the continuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress).
For these contracts, revenue is recognized over time as work is completed because of the continuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress).
For certain contracts, where scope is not adequately defined and we can’t reasonably estimate total contract value, revenue is recognized either on an input basis, based on contract costs incurred as defined within the respective contracts, or an output basis based on units completed.
For certain contracts, where scope is not adequately defined and we can’t reasonably estimate total contract value, revenue is recognized either on an input basis, based on contract costs incurred as defined within the respective contracts, or an output basis based on units completed.
In the event of a project cancellation, we are typically reimbursed for all of our costs through a specific date, as well as all reasonable costs associated with demobilizing from the jobsite, but typically we have no contractual right to the total revenue reflected in 48 Table of Contents backlog.
In the event of a project cancellation, we are typically reimbursed for all of our costs through a specific date, as well as all reasonable costs 48 Table of Contents associated with demobilizing from the jobsite, but typically we have no contractual right to the total revenue reflected in backlog.
Our current outlook for our primary end markets is as follows: ​ ​ ● Construction of alternative energy facilities, chemical processing facilities, renewable natural gas facilities, solar power facilities, battery storage — We believe state and federal governments, investors and utilities remain committed to a diversified power generation mix that includes more alternative energy sources.
Our current outlook for our primary end markets is as follows: ​ ​ ● Construction of alternative energy facilities, chemical processing facilities, renewable natural gas facilities, solar power facilities, battery storage — We believe state and federal governments, investors and utilities remain committed to a diversified power generation mix that includes alternative energy sources.
If the carrying amount of a reporting unit is in excess of its fair value, goodwill is considered impaired and an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill of the reporting unit. ​ There were no impairments of goodwill for the years ended December 31, 2024, 2023 and 2022. ​ Income taxes —We account for income taxes under the asset and liability method as set forth in ASC 740, “ Income Taxes ”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
If the carrying amount of a reporting unit is in excess of its fair value, goodwill is considered impaired and an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill of the reporting unit. ​ There were no impairments of goodwill for the years ended December 31, 2025, 2024 and 2023. ​ Income taxes —We account for income taxes under the asset and liability method as set forth in ASC 740, “ Income Taxes ”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
We believe that based on continuing population growth, increased power demand, and the intermittency of renewable power resources, gas powered plants will still be needed, not withstanding some opposition to these traditional generation sources.
We believe that based on continuing population growth, increased power demand, and the intermittency of renewable power resources, gas powered generation will still be needed, not withstanding some opposition to these traditional generation sources.
In July 2024 we renewed the Facility for a two-year term, added Regions Bank to the Facility, and increased the maximum purchase commitment to $150.0 million, at any one time.
In July 2024 we renewed the AR Facility for a two-year term, added Regions Bank to the AR Facility, and increased the maximum purchase commitment to $150.0 million, at any one time.
Management is unable to ascertain the ultimate outcome of other claims and legal proceedings; 37 Table of Contents however, after review and consultation with counsel and taking into consideration relevant insurance coverage and related deductibles/self-insurance retention, management believes that it has meritorious defenses to the claims and believes that the reasonably possible outcome of such claims will not, individually or in the aggregate, have a material adverse effect on our consolidated results of operations, financial condition or cash flows.
Management is unable to ascertain the ultimate outcome of other claims and legal proceedings; however, after review and consultation with counsel and taking into consideration relevant insurance coverage and related deductibles/self-insurance retention, management believes that it has meritorious defenses to the claims and believes that the reasonably possible outcome of such claims will not, individually or in the aggregate, have a material adverse effect on our consolidated results of operations, financial condition or cash flows.
However, high levels of production from the shale formations and increased demand for exporting liquified natural gas (“LNG”) could strain the current pipeline capacity limitations between production and processing locations which would provide opportunities for our Energy segment. ​ ​ ● Inspection, maintenance and replacement of pipeline infrastructure — We believe that regulatory measures around the frequency or stringency of pipeline integrity testing requirements provides growth opportunity for our Energy segment.
However, high levels of production from the shale formations and increased demand for gas-fired power generation and exporting liquified natural gas (“LNG”) could strain the current pipeline capacity limitations between production and processing locations which would provide opportunities for our Energy segment. ​ ​ ● Inspection, maintenance and replacement of pipeline infrastructure — We believe that regulatory measures around the frequency or stringency of pipeline integrity testing requirements provides growth opportunity for our Energy segment.
While the construction of gathering lines within the oil shale formations may remain at lower levels for a period, we believe that over time, the need for pipeline infrastructure for midstream and gas utility companies will result in a continuing need for our services. ​ The continuing changes in the regulatory environment have affected the demand for our services, either by increasing our work, delaying projects, or cancelling projects.
While the construction of gathering lines within the oil shale formations may remain at lower levels for a period, we believe that over time, the need for pipeline infrastructure for midstream and gas utility companies will result in a continuing need for our services. 32 Table of Contents ​ The continuing changes in the regulatory environment have affected the demand for our services, either by increasing our work, delaying projects, or cancelling projects.
Costs to obtain contracts are generally not significant and are expensed in the period incurred. ​ The classification of revenue, gross profit, and operating income for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint 30 Table of Contents services for customers in multiple industries.
Costs to obtain contracts are generally not significant and are expensed in the period incurred. ​ The classification of revenue, gross profit, and operating income for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries.
The effect of changes in tax rates on net deferred tax assets or liabilities is recognized as an increase or decrease in net income in the period the tax change is enacted. ​ Deferred tax assets may be reduced by a valuation allowance if, in the judgment of management, it is more likely than not that all or a portion of a deferred tax asset will not be realized.
The effect of changes in tax rates on net deferred tax assets or liabilities is recognized as an increase or decrease in net income in the period the tax change is enacted. ​ 36 Table of Contents Deferred tax assets may be reduced by a valuation allowance if, in the judgment of management, it is more likely than not that all or a portion of a deferred tax asset will not be realized.
To the extent this dynamic continues, we anticipate continued engineering, procurement, and construction opportunities, that will benefit our Energy segment. ​ ​ ● Communications construction opportunities — We believe the federal government remains committed to improving and expanding broadband communications access.
To the extent this trend continues, we anticipate continued engineering, procurement, and construction opportunities, that will benefit our Energy segment. ​ ​ ● Communications construction opportunities — We believe the federal government remains committed to improving and expanding broadband communications access.
Similarly, some utility clients reserve the right to audit costs for significant periods after performance of the work. 35 Table of Contents ​ The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided.
Similarly, some utility clients reserve the right to audit costs for significant periods after performance of the work. ​ The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided.
In performing these assessments, management relies on various factors, including operating results, business plans, economic projections, anticipated future cash flows, comparable 36 Table of Contents transactions and other market data. There are inherent uncertainties related to these factors and judgment in applying them to the analysis of goodwill for impairment.
In performing these assessments, management relies on various factors, including operating results, business plans, economic projections, anticipated future cash flows, comparable transactions and other market data. There are inherent uncertainties related to these factors and judgment in applying them to the analysis of goodwill for impairment.
In addition, permitting challenges associated with construction of new pipelines may make existing pipeline infrastructure more valuable, motivating owners to extend the 32 Table of Contents useful life of existing pipeline assets through maintenance and integrity initiatives.
In addition, permitting challenges associated with construction of new pipelines may make existing pipeline infrastructure more valuable, motivating owners to extend the useful life of existing pipeline assets through maintenance and integrity initiatives.
For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively our best 34 Table of Contents estimate of the standalone selling price of each distinct performance obligation in the contract.
For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively our best estimate of the standalone selling price of each distinct performance obligation in the contract.
The effect of a contract modification on the transaction price, and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis.
The effect of a contract modification on the transaction price, and our measure of progress for the performance obligation to which it 34 Table of Contents relates, is recognized as an adjustment to revenue on a cumulative catch-up basis.
To monitor and manage these market risks, we have established risk management policies and procedures. Our Revolving Credit Facility and Term Loan bear interest at a variable rate which exposes us to interest rate risk. From time to time, we may use certain derivative instruments to hedge our exposure to variable interest rates.
To monitor and manage these market risks, we have established risk management policies and procedures. Our Revolving Credit Facility, Term Loan, and Amended Accounts Receivable Securitization Facility bear interest at a variable rate which exposes us to interest rate risk. From time to time, we may use certain derivative instruments to hedge our exposure to variable interest rates.
We determine the fair value of these assets as of the acquisition date. For current assets and current liabilities of an acquisition, we will evaluate whether the book value is equivalent to fair value due to their short term nature.
We determine the fair value of these assets as of the acquisition date. For current assets and current liabilities of an acquisition, we will 35 Table of Contents evaluate whether the book value is equivalent to fair value due to their short-term nature.
For tax positions not meeting the more likely than not test, no tax benefit is recorded. ​ Based on our results for the year ended December 31, 2024, a one-percentage point increase in our effective tax rate would have resulted in an increase in our income tax expense of approximately $2.5 million. ​ Litigation and contingencies — Litigation and contingencies are included in our consolidated financial statements based on our assessment of the expected outcome of litigation proceedings or the expected resolution of the contingency.
For tax positions not meeting the more likely than not test, no tax benefit is recorded. ​ Based on our results for the year ended December 31, 2025, a one-percentage point increase in our effective tax rate would have resulted in an increase in our income tax expense of approximately $3.8 million. ​ Litigation and contingencies — Litigation and contingencies are included in our consolidated financial statements based on our assessment of the expected outcome of litigation proceedings or the expected resolution of the contingency.
We have experienced increased operating costs and anticipate that elevated levels of cost inflation could persist in 2025.
We have experienced increased operating costs and anticipate that elevated levels of cost inflation could persist in 2026.
See Note 12 — “ Commitments and Contingencies ” of the Notes to Consolidated Financial Statements included in Item 8.
See Note 11 — “ Commitments and Contingencies ” of the Notes to Consolidated Financial Statements included in Item 8.
We may elect to raise additional capital by issuing common stock, convertible notes, term debt or increasing our credit facility as necessary to fund our operations or to fund the acquisition of new businesses. ​ Our cash and cash equivalents totaled $455.8 million at December 31, 2024, compared to $217.8 million at December 31, 2023.
We may elect to raise additional capital by issuing common stock, convertible notes, term debt or increasing our credit facility as necessary to fund our operations or to fund the acquisition of new businesses. ​ Our cash and cash equivalents totaled $535.5 million at December 31, 2025, compared to $455.8 million at December 31, 2024.
We conclude with a discussion of our outlook and backlog. ​ Introduction ​ We are one of the leading providers of infrastructure services operating mainly in the United States and Canada. We provide a wide range of construction, maintenance, replacement, fabrication, and engineering services to a diversified base of customers through our two segments: Utilities and Energy.
We conclude with a discussion of our outlook and backlog. ​ Introduction ​ We are a leading provider of critical infrastructure services operating mainly in the United States and Canada. We provide a wide range of construction, maintenance, replacement, and engineering services to a diversified base of customers through our two segments: Utilities and Energy.
For the years ended December 31, 2024, 2023, and 2022, $4.7 billion, $3.9 billion, and $2.7 billion, respectively of our revenue is derived from contracts where scope is adequately defined, and therefore we can reasonably estimate total contract value.
For the years ended December 31, 2025, 2024, and 2023, $5.6 billion, $4.7 billion, and $3.9 billion, respectively of our revenue is derived from contracts where scope is adequately defined, and therefore we can reasonably estimate total contract value.
As this trend continues, along with the growing demand for power, we are seeing an increase in the construction of new generation facilities powered by renewable energy sources, as well as energy storage systems.
As this trend continues, along with the growing demand for power, we are seeing strong demand for the construction of new generation facilities powered by renewable energy sources, as well as energy storage systems.
Federal and State programs provide critical 31 Table of Contents funding to help construct and improve the infrastructure required to provide sufficient broadband access to areas that have historically had lower access to broadband services.
Federal and State programs provide critical funding to help construct and improve the infrastructure required to provide sufficient broadband access to areas that have historically had lower access to broadband services.
We have no off-balance sheet financing arrangement with VIEs. The following represents transactions, obligations or relationships that could be considered material off-balance sheet arrangements. ​ ● At December 31, 2024, we had letters of credit outstanding of $53.0 million under the terms of our credit agreements.
We have no off-balance sheet financing arrangement with VIEs. The following represents transactions, obligations or relationships that could be considered material off-balance sheet arrangements. ​ ● At December 31, 2025, we had letters of credit outstanding of $10.1 million under the terms of our credit agreements.
For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods. ​ At December 31, 2024, we had approximately $220.8 million of unapproved contract modifications included in the aggregate transaction prices.
For contract revenue recognized over time, the accrued loss provision is adjusted so that the gross profit for the contract remains zero in future periods. ​ At December 31, 2025, we had approximately $201.2 million of unapproved contract modifications included in the aggregate transaction prices.
Approximately $206.1 million of the unapproved contract modifications had been recognized as revenue on a cumulative catch-up basis through December 31, 2024. ​ In all forms of contracts, we estimate the collectability of contract amounts at the same time that we estimate project costs.
Approximately $179.5 million of the unapproved contract modifications had been recognized as revenue on a cumulative catch-up basis through December 31, 2025. ​ In all forms of contracts, we estimate the collectability of contract amounts at the same time that we estimate project costs.
Under the Facility, certain of our designated subsidiaries may sell their trade accounts receivable as they are originated to a wholly owned bankruptcy remote Special Purpose Entity created specifically for this purpose. The total outstanding balance of trade accounts receivable that have been sold and derecognized is $75.0 million as of December 31, 2024.
Under the Amended AR Facility, certain of our designated subsidiaries may sell or pledge their trade accounts receivable as they are originated to a wholly owned bankruptcy remote Special Purpose Entity created specifically for this purpose. The total outstanding balance of trade accounts receivable that have been sold and derecognized is $125.0 million as of December 31, 2025.
Our short-term and long-term cash requirements consist primarily of working capital, investments to support revenue growth and maintain our equipment and facilities, general corporate needs, and to service our debt obligations. At December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility, commercial letters of credit outstanding were $52.3 million, and available borrowing capacity was $272.7 million.
Our short-term and long-term cash requirements consist primarily of working capital, investments to support revenue growth and maintain our equipment and facilities, general corporate needs, and to service our debt obligations. At December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility, commercial letters of credit outstanding were $9.9 million, and available borrowing capacity was $315.1 million.
In addition, there were no outstanding borrowings under our Canadian credit facilities as of December 31, 2024, commercial letters of credit outstanding were $1.0 million in Canadian dollars and available borrowing capacity was $13.0 million in Canadian dollars. ​ In June 2023, we entered into an Accounts Receivable Facility (the “Facility”) with PNC Bank, National Association (“PNC”) to reduce interest costs and improve cash flows from trade accounts receivable.
In addition, there were no outstanding borrowings under our Canadian credit facilities as of December 31, 2025, commercial letters of credit outstanding were $0.3 million in Canadian dollars and available borrowing capacity was $13.7 million in Canadian dollars. ​ In June 2023, we entered into an Accounts Receivable Securitization Facility (the “AR Facility”) with PNC Bank, National Association to reduce interest costs and improve cash flows from trade accounts receivable.
“ Financial Statements And Supplementary Data ” of this Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements. ​ Results of Operations ​ Consolidated Results ​ Revenue ​ 2024 and 2023 ​ Revenue for the year ended December 31, 2024 increased by $0.7 billion, or 11.4%, compared to 2023.
“ Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements. ​ Results of Operations ​ Consolidated Results ​ Revenue ​ 2025 and 2024 ​ Revenue for the year ended December 31, 2025 increased by $1.2 billion, or 19.0%, compared to 2024.
Management’s estimates are based on the relevant information available at the end of each period.
Management’s estimates 33 Table of Contents are based on the relevant information available at the end of each period.
Based on our variable rate debt outstanding as of December 31, 2024, a 1.0% increase or decrease in interest rates would change annual interest expense by approximately $3.8 million. ​ Seasonality, Cyclicality and Variability ​ Our results of operations are subject to quarterly variations.
As of December 31, 2025, none of our variable rate debt outstanding was economically hedged. Based on our variable rate debt outstanding as of December 31, 2025, a 1.0% increase or decrease in interest rates would change annual interest expense by approximately $4.4 million. ​ Seasonality, Cyclicality and Variability ​ Our results of operations are subject to quarterly variations.
Our Credit Agreement bears interest at variable market rates, and estimated payments are based on the interest rate in effect as of December 31, 2024, including the impact of our interest rate swap. ​ The summary does not include potential obligations under multi-employer pension plans in which some of our employees participate.
Our Credit Agreement and Amended AR Facility bear interest at variable market rates, and estimated payments are based on the interest rate in effect as of December 31, 2025. ​ The summary does not include potential obligations under multi-employer pension plans in which some of our employees participate.
Capital expenditures are expected to total between $90.0 million and $110.0 million for 2025, which includes $60.0 million to $80.0 million for construction equipment. ​ Cash Flows ​ Cash flows during the years ended December 31, 2024, 2023 and 2022 are summarized as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 ​ 2022 Change in cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by operating activities ​ $ 508.3 ​ $ 198.6 ​ $ 83.3 Net cash used in investing activities ​ (27.2) ​ (30.0) ​ (481.9) Net cash (used in) provided by financing activities ​ (244.4) ​ (205.3) ​ 452.0 Effect of exchange rate changes ​ ​ 1.2 ​ ​ 1.3 ​ ​ (0.1) Net change in cash, cash equivalents and restricted cash ​ $ 237.9 ​ $ (35.4) ​ $ 53.3 ​ 43 Table of Contents Operating Activities ​ The sources and uses of cash flow associated with operating activities for the years ended December 31, 2024, 2023 and 2022 were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Operating Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 180.9 ​ $ 126.1 ​ $ 133.0 Depreciation and amortization ​ 95.5 ​ 107.0 ​ 99.2 Gain on sale and leaseback transaction ​ — ​ — ​ (40.1) Changes in assets and liabilities ​ ​ 255.9 ​ ​ (0.1) ​ ​ (79.0) Gain on sale of property and equipment ​ ​ (44.8) ​ ​ (48.1) ​ ​ (31.9) Other ​ 20.8 ​ 13.6 ​ 2.1 Net cash provided by operating activities ​ $ 508.3 ​ $ 198.5 ​ $ 83.3 ​ 2024 and 2023 ​ Net cash provided by operating activities for 2024 was $508.3 million, an increase of $309.7 million compared to 2023.
Capital expenditures are expected to total between $120.0 million and $140.0 million for 2026, which includes $90.0 million to $110.0 million for construction equipment. ​ 43 Table of Contents Cash Flows ​ Cash flows during the years ended December 31, 2025, 2024 and 2023 are summarized as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 ​ 2023 Change in cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by operating activities ​ $ 470.4 ​ $ 508.3 ​ ​ $ 198.5 Net cash used in investing activities ​ (93.9) ​ (27.2) ​ ​ (30.0) Net cash used in financing activities ​ (296.3) ​ (244.4) ​ ​ (205.3) Effect of exchange rate changes ​ ​ (0.3) ​ ​ 1.2 ​ ​ ​ 1.3 Net change in cash, cash equivalents and restricted cash ​ $ 79.9 ​ $ 237.9 ​ ​ $ (35.5) ​ Operating Activities ​ The sources and uses of cash flow associated with operating activities for the years ended December 31, 2025, 2024 and 2023 were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Operating Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 274.9 ​ $ 180.9 ​ $ 126.1 Depreciation and amortization ​ 91.9 ​ 95.5 ​ 107.0 Changes in assets and liabilities ​ ​ 102.5 ​ ​ 255.9 ​ ​ (0.1) Gain on sale of property and equipment ​ ​ (21.7) ​ ​ (44.8) ​ ​ (48.1) Other ​ 22.8 ​ 20.8 ​ 13.6 Net cash provided by operating activities ​ $ 470.4 ​ $ 508.3 ​ $ 198.5 ​ 2025 and 2024 ​ Net cash provided by operating activities for 2025 was $470.4 million, a decrease of $37.9 million compared to 2024.
Our national position in this market allows for scalable coverage across the industry. Electric distribution expansion and resiliency initiatives with clients in our key markets has been, and will continue to be, a strong opportunity for us as we see utilities customers continue to invest in grid reliability.
Electric distribution expansion and resiliency initiatives with clients in our key markets has been, and will continue to be, a strong opportunity for us as we see utilities customers continue to invest in grid reliability.
At December 31, 2024, we had bid and payment/performance bonds issued and outstanding totaling approximately $8.1 billion. The remaining performance obligation on those bonded projects totaled approximately $3.0 billion at December 31, 2024.
At December 31, 2025, we had bid and payment/performance bonds issued and outstanding totaling approximately $8.7 billion. The remaining performance obligation on those bonded projects totaled approximately $2.4 billion at December 31, 2025.
The increase was primarily driven by an increase in pre-tax profits subject to tax. The 2024 effective tax rate was 29.0%. ​ Our provision for income taxes increased $25.3 million to $51.5 million for 2023 compared to 2022.
The increase was primarily driven by an increase in pre-tax profits subject to tax. ​ Our provision for income taxes increased $22.5 million to $74.0 million for 2024 compared to 2023.
We estimate MSA Backlog based on historical trends, anticipated seasonal impacts and estimates of customer demand based on information from our customers. ​ Fixed and MSA Backlog by reporting segment for the periods ending December 31, 2024 and 2023 were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ Next 12 Months ​ Total ​ Next 12 Months ​ Total Utilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed Backlog ​ $ 71.1 ​ $ 71.1 ​ $ 96.3 ​ $ 96.3 MSA Backlog ​ ​ 1,822.6 ​ ​ 5,449.8 ​ ​ 1,776.5 ​ ​ 5,093.6 Backlog ​ $ 1,893.7 ​ $ 5,520.9 ​ $ 1,872.8 ​ $ 5,189.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed Backlog ​ $ 3,160.6 ​ $ 6,023.7 ​ $ 2,599.0 ​ $ 5,102.6 MSA Backlog ​ ​ 142.7 ​ ​ 320.7 ​ ​ 308.2 ​ ​ 602.4 Backlog ​ $ 3,303.3 ​ $ 6,344.4 ​ $ 2,907.2 ​ $ 5,705.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed Backlog ​ $ 3,231.7 ​ $ 6,094.8 ​ $ 2,695.3 ​ $ 5,198.9 MSA Backlog ​ ​ 1,965.3 ​ ​ 5,770.5 ​ ​ 2,084.7 ​ ​ 5,696.0 Backlog ​ $ 5,197.0 ​ $ 11,865.3 ​ $ 4,780.0 ​ $ 10,894.9 ​ Backlog should not be considered a comprehensive indicator of future revenue, as a percentage of our revenue is derived from projects that are not part of a backlog calculation.
We estimate MSA Backlog based on historical trends, anticipated seasonal impacts and estimates of customer demand based on information from our customers. ​ Fixed and MSA Backlog by reporting segment for the periods ending December 31, 2025 and 2024 were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ Next 12 Months ​ Total ​ Next 12 Months ​ Total Utilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed Backlog ​ $ 96.1 ​ $ 96.1 ​ $ 71.1 ​ $ 71.1 MSA Backlog ​ ​ 1,904.8 ​ ​ 6,327.3 ​ ​ 1,822.6 ​ ​ 5,449.8 Backlog ​ $ 2,000.9 ​ $ 6,423.4 ​ $ 1,893.7 ​ $ 5,520.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed Backlog ​ $ 3,081.7 ​ $ 4,889.8 ​ $ 3,160.6 ​ $ 6,023.7 MSA Backlog ​ ​ 208.8 ​ ​ 632.1 ​ ​ 142.7 ​ ​ 320.7 Backlog ​ $ 3,290.5 ​ $ 5,521.9 ​ $ 3,303.3 ​ $ 6,344.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed Backlog ​ $ 3,177.8 ​ $ 4,985.9 ​ $ 3,231.7 ​ $ 6,094.8 MSA Backlog ​ ​ 2,113.6 ​ ​ 6,959.4 ​ ​ 1,965.3 ​ ​ 5,770.5 Backlog ​ $ 5,291.4 ​ $ 11,945.3 ​ $ 5,197.0 ​ $ 11,865.3 ​ Backlog should not be considered a comprehensive indicator of future revenue, as a percentage of our revenue is derived from projects that are not part of a backlog calculation.
The extension of investment incentives and strong support of U.S. manufacturing has attracted a significant amount of capital to finance renewable projects as well as to enhance the supply chain needed to meet increasing demand. Other trends we are seeing are major investments in industrial gases and agricultural chemicals.
The extension of investment incentives and strong support of U.S. manufacturing has attracted a significant amount of capital to finance renewable projects as well as to enhance the supply chain needed to meet increasing demand.
The decrease of $12.9 million was due primarily to lower average debt balances and lower average interest rates. ​ Interest expense, net for the year ended December 31, 2023 was $78.2 million compared to $39.2 million for the year ended December 31, 2022.
The decrease of $36.6 million was due to lower average debt balances and lower average interest rates. ​ Interest expense, net for the year ended December 31, 2024 was $65.3 million compared to $78.2 million for the year ended December 31, 2023.
SG&A expense as a percentage of revenue for the year ended December 31, 2023 decreased to 5.8% compared to 6.4% for the year ended December 31, 2022, primarily due to increased revenue. ​ Transaction and related costs ​ 2024 and 2023 ​ Transaction and related costs for the year ended December 31, 2024 were $2.4 million, a decrease of $3.2 million or 57.0% compared to 2023 primarily related to a decrease in integration costs for the PLH acquisition. ​ 2023 and 2022 ​ Transaction and related costs for the year ended December 31, 2023 were $5.7 million, a decrease of $14.4 million or 71.7% compared to 2022.
SG&A expense as a percentage of revenue for the year ended December 31, 2024 increased slightly to 6.0% compared to 5.8% for the year ended December 31, 2023. ​ Transaction and related costs ​ 2025 and 2024 ​ Transaction and related costs for the year ended December 31, 2025 was $2.4 million, a decrease of $0.1 million or 4.0% compared to 2024. ​ 2024 and 2023 ​ Transaction and related costs for the year ended December 31, 2024, were $2.5 million, a decrease of $3.2 million or 56.1% compared to 2023 primarily related to a decrease in integration costs for the PLH Group, Inc.
There were no such comparable transactions for the years ended December 31, 2024 and 2023. ​ Other income and expense ​ Non-operating income and expense items for the years ended December 31, 2024, 2023 and 2022 were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Foreign exchange gain (loss), net ​ $ 2.7 ​ $ 1.2 ​ $ 1.1 Other income, net ​ 0.1 ​ 1.6 ​ 2.1 Interest expense, net ​ (65.3) ​ (78.2) ​ (39.2) Total other expense ​ $ (62.5) ​ $ (75.4) ​ $ (36.0) ​ Interest expense, net for the year ended December 31, 2024 was $65.3 million compared to $78.2 million for the year ended December 31, 2023.
(“PLH”) acquisition. ​ 38 Table of Contents Other income and expense ​ Non-operating income and expense items for the years ended December 31, 2025, 2024 and 2023 were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Foreign exchange (loss) gain, net ​ $ (0.1) ​ $ 2.7 ​ $ 1.1 Other income, net ​ 1.3 ​ 0.1 ​ 1.6 Interest expense, net ​ (28.7) ​ (65.3) ​ (78.2) Total other expense ​ $ (27.5) ​ $ (62.5) ​ $ (75.5) ​ Interest expense, net for the year ended December 31, 2025, was $28.7 million compared to $65.3 million for the year ended December 31, 2024.
The change year-over-year was primarily due to improvement in the impact from the changes in assets and liabilities and an increase in net income. ​ The significant components of the $255.9 million change in assets and liabilities for the year ended December 31, 2024 are summarized as follows: ​ ● Contract liabilities increased $251.2 million, primarily due to higher deferred revenue from favorable billing terms on certain new projects. ​ ● Accrued expenses and accounts payable increased $77.8 million, primarily due to revenue growth and the timing of payments to our vendors. ​ ● Contract assets decreased by $62.7 million from December 31, 2023 primarily due to the timing of billing our customers; and ​ ● Accounts receivable increased $167.6 million from December 31, 2023, primarily due to increased revenue and the timing of collecting from our customers. ​ 2023 and 2022 ​ Net cash provided by operating activities for 2023 was $198.6 million, an increase of $115.3 million compared to 2022.
The change year-over-year was primarily due to improvement in the impact from the changes in assets and liabilities and an increase in net income. ​ The significant components of the $255.9 million change in assets and liabilities for the year ended December 31, 2024 are summarized as follows: ​ 44 Table of Contents ● Contract liabilities increased $251.2 million, primarily due to higher deferred revenue from favorable billing terms on certain new projects. ​ ● Accrued expenses and accounts payable increased $77.8 million, primarily due to revenue growth and the timing of payments to our vendors. ​ ● Contract assets decreased by $62.7 million from December 31, 2023 primarily due to the timing of billing our customers; and ​ ● Accounts receivable increased $167.6 million from December 31, 2023, primarily due to increased revenue and the timing of collecting from our customers. ​ Investing activities ​ Net cash used in investing activities was $93.9 million, $27.2 million, and $30.0 million in the years ended December 31, 2025, 2024 and 2023, respectively. ​ We purchased property and equipment for $129.9 million, $126.5 million and $103.0 million in the years ended December 31, 2025, 2024 and 2023 respectively, principally for our construction activities and investments in facilities.
We received proceeds from the sale of assets of $99.3 million, $63.7 million and $41.3 million for 2024, 2023 and 2022, respectively. ​ During 2023, we received $9.3 million from a net working capital true-up related to the PLH acquisition. ​ During 2022, we used $478.4 million for acquisitions, primarily for the acquisitions of PLH and B Comm. ​ Financing activities ​ Financing activities used cash of $244.4 million in 2024, which was primarily due to the following: ​ ● Payment of long-term debt of $224.5 million including $150.0 million of additional principal payments on our term loan; ● Dividend payments to our stockholders of $12.9 million; and ● Payments related to tax withholding for stock-based compensation of $7.5 million. ​ Financing activities used cash of $205.3 million in 2023, which was primarily due to the following: ​ ● Net payments on our revolving credit facilities of $100.0 million; ● Payment of long-term debt of $97.0 million; and ● Dividend payments to our stockholders of $12.8 million. ​ Financing activities provided cash of $452.0 million in 2022, which was primarily due to the following: ​ ● Proceeds from the entry into an amended and upsized term loan of $432.9 million, net of debt issuance costs paid; ● Net borrowings on our credit facilities of $100.0 million; ● Proceeds from the issuance of debt secured by our equipment of $30.0 million; ● Payment of long-term debt of $86.8 million; and ● Dividend payments to our stockholders of $12.8 million. ​ 45 Table of Contents Debt Activities ​ Credit Agreement ​ On August 1, 2022, we entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”) with CIBC Bank USA, as administrative agent (the “Administrative Agent”) and co-lead arranger, and the financial parties thereto (collectively, the “Lenders”) that increased the existing term loan by $439.5 million to an aggregate principal amount of $945.0 million (as amended, the “Term Loan”).
We received proceeds from the sale of assets of $32.5 million, $99.3 million and $63.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. ​ During 2023, we received $9.3 million from a net working capital true-up related to the PLH acquisition. ​ Financing activities ​ Financing activities used cash of $296.3 million in 2025, which was primarily due to the following: ​ ● Payment on long-term debt of $329.3 million, including $250.0 million of additional principal payments on our term loan; ● Dividend payments to our stockholders of $17.3 million; ● Payments related to tax withholding for stock-based compensation of $11.8 million; and ● Borrowings on our Amended AR Facility of $62.5 million. ​ Financing activities used cash of $244.4 million in 2024, which was primarily due to the following: ​ ● Payment of long-term debt of $224.5 million including $150.0 million of additional principal payments on our term loan; ● Dividend payments to our stockholders of $12.9 million; and ● Payments related to tax withholding for stock-based compensation of $7.5 million. ​ Financing activities used cash of $205.3 million in 2023, which was primarily due to the following: ​ ● Net payments on our revolving credit facilities of $100.0 million; ● Payment of long-term debt of $97.0 million; and ● Dividend payments to our stockholders of $12.8 million. ​ 45 Table of Contents Debt Activities ​ Credit Agreement ​ On August 1, 2022, we entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”) with CIBC Bank USA, as administrative agent (the “Administrative Agent”) and co-lead arranger, and the financial parties thereto (collectively, the “Lenders”), which increased our term loan to an aggregate principal amount of $945.0 million (the “Term Loan”) and increased our revolving credit facility to $325.0 million (the “Revolving Credit Facility”), under which the Lenders agreed to make loans on a revolving basis from time to time and to issue letters of credit for up to the $325.0 million committed amount.
As 33 Table of Contents a result, we usually experience higher revenue and earnings in the second, third and fourth quarters of the year as compared to the first quarter. ​ Our project values range in size from several hundred dollars to several hundred million dollars.
As a result, we usually experience higher revenue and earnings in the second, third and fourth quarters of the year as compared to the first quarter. ​ Our project values range in size from several hundred dollars to several hundred million dollars. The bulk of our work is comprised of project sizes that average less than $3.0 million.
Available capacity at December 31, 2024 was $13.0 million in Canadian dollars. ​ 46 Table of Contents Contractual Obligations ​ As of December 31, 2024, we had $739.5 million of outstanding long-term debt, and there were no short-term borrowings. ​ A summary of contractual obligations as of December 31, 2024 is as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total 1 Year 2 - 3 Years 4 - 5 Years After 5 Years Long-term debt ​ $ 739.5 ​ $ 74.6 ​ $ 648.9 ​ $ 9.4 ​ $ 6.6 Interest on long-term debt (1) ​ 102.3 ​ 40.4 ​ 60.3 ​ 1.5 ​ 0.1 Operating leases ​ 514.1 ​ 145.3 ​ 246.4 ​ 107.6 ​ 14.8 ​ ​ $ 1,355.9 ​ $ 260.3 ​ $ 955.6 ​ $ 118.5 ​ $ 21.5 Letters of credit ​ $ 53.0 ​ $ 53.0 ​ $ — ​ $ — ​ $ — (1) The interest amount represents interest payments for our fixed rate debt assuming that principal payments are made as originally scheduled.
Available capacity at December 31, 2025, was $13.7 million in Canadian dollars. ​ 46 Table of Contents Contractual Obligations ​ As of December 31, 2025, we had $472.7 million of outstanding long-term debt, and there were no short-term borrowings. ​ A summary of contractual obligations as of December 31, 2025 is as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ 1 Year ​ ​ ​ 2 - 3 Years ​ ​ ​ 4 - 5 Years ​ ​ ​ After 5 Years Long-term debt ​ $ 472.7 ​ $ 60.9 ​ $ 404.6 ​ $ 0.7 ​ $ 6.5 Interest on long-term debt (1) ​ 36.7 ​ 22.6 ​ 13.6 ​ 0.5 ​ — Operating leases ​ 530.5 ​ 178.2 ​ 263.7 ​ 78.6 ​ 10.0 ​ ​ $ 1,039.9 ​ $ 261.6 ​ $ 681.9 ​ $ 79.8 ​ $ 16.5 Letters of credit ​ $ 10.1 ​ $ 10.1 ​ $ — ​ $ — ​ $ — (1) The interest amount represents interest payments for our fixed rate debt assuming that principal payments are made as originally scheduled.
Our business may be affected by declines, or delays in new projects, or by client project schedules. Because of the cyclical nature of some of our business, the financial results for any period may fluctuate from prior periods, and our financial condition and operating results may vary from quarter to quarter.
Because of the cyclical nature of some of our business, the financial results for any period may fluctuate from prior periods, and our financial condition and operating results may vary from quarter to quarter.
Gross profit as a percentage of revenue increased to 11.0% compared to 10.3% for the same period in 2023, primarily driven by improved margins in our Utilities segment. ​ 2023 and 2022 ​ For the year ended December 31, 2023, gross profit increased by $130.6 million, or 28.6%, compared to 2022.
Gross profit as a percentage of revenue decreased to 10.7% compared to 11.0% for the same period in 2024, primarily driven by lower margins in our Energy segment, partially offset by higher margins in our Utilities segment. ​ 2024 and 2023 ​ For the year ended December 31, 2024, gross profit increased by $115.8 million, or 19.7%, compared to 2023.
The increase was primarily due to an increase in revenue.
The increase was primarily due to an increase in revenue in both segments and improved margins.
Gross profit as a percentage of revenue remained consistent at 10.3% compared to the same period in 2022. ​ Selling, general and administrative expenses ​ SG&A expenses consist primarily of compensation and benefits to executive, management level and administrative employees, marketing and communications, professional fees, rent for facilities and utilities. ​ 2024 and 2023 ​ SG&A expenses were $383.4 million for the year ended December 31, 2024, an increase of $54.6 million, or 16.6% compared to 2023, primarily due to increased people costs to support revenue growth as well as higher technology 38 Table of Contents costs associated with ongoing initiatives.
Gross profit as a percentage of revenue increased to 11.0% compared to 10.3% for the same period in 2023, primarily driven by improved margins in our Utilities segment. ​ Selling, general and administrative expenses ​ SG&A expenses consist primarily of compensation and benefits to executive, management level and administrative employees, marketing and communications, professional fees, rent for facilities and utilities. ​ 2025 and 2024 ​ SG&A expenses were $399.2 million for the year ended December 31, 2025, an increase of $15.9 million, or 4.1% compared to 2024, primarily due to increased people costs to support revenue growth and investments in technology.
The interest rate swap matured on January 31, 2025. ​ Canadian Credit Facilities ​ We have credit facilities totaling $14.0 million in Canadian dollars for the purposes of issuing commercial letters of credit and providing funding for working capital. At December 31, 2024, commercial letters of credit outstanding were $1.0 million in Canadian dollars and there were no outstanding borrowings.
We were in compliance with the covenants for the Credit Agreement at December 31, 2025. ​ Canadian Credit Facilities ​ We have credit facilities totaling $14.0 million in Canadian dollars for the purposes of issuing commercial letters of credit and providing funding for working capital.
In addition, we recorded a loss on extinguishment of debt during the third quarter of 2022 of $0.8 million related to the Credit Agreement. ​ The principal amount of all loans under the Credit Agreement will bear interest at either: (i) the Secured Overnight Financing Rate plus an applicable margin as specified in the Credit Agreement (based on our net senior debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio as defined in the Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.50% or (b) the prime rate as announced by the Administrative Agent) plus an applicable margin as specified in the Credit Agreement.
There were no outstanding borrowings under the Revolving Credit Facility, and available borrowing capacity was $315.1 million as of December 31, 2025. ​ Under the Credit Agreement, we must make quarterly principal payments on the Term Loan in an amount equal to approximately $11.8 million, with the balance due on August 1, 2027. ​ The principal amount of all loans under the Credit Agreement will bear interest at either: (i) the Secured Overnight Financing Rate plus an applicable margin as specified in the Credit Agreement (based on our net senior debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio as defined in the Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.50% or (b) the prime rate as announced by the Administrative Agent) plus an applicable margin as specified in the Credit Agreement.
The increase was primarily due to growth in our Energy segment. ​ 2023 and 2022 ​ Revenue for the year ended December 31, 2023 increased by $1.3 billion, or 29.3%, compared to 2022.
The increase was due to growth in both our Energy and Utilities segments. ​ 2024 and 2023 ​ Revenue for the year ended December 31, 2024 increased by $0.7 billion, or 11.4%, compared to 2023.
In 2024, we spent approximately $126.6 million for capital expenditures, which included $81.9 million on our facilities and $36.6 million for construction equipment.
In 2025, we spent approximately $129.9 million for capital expenditures, which included $75.8 million for construction equipment and $35.3 million on our facilities.
As of December 31, 2024, we had $75.0 million in available capacity under the Facility. ​ In order to maintain sufficient liquidity, we evaluate our working capital requirements on a regular basis.
In addition, the total amount of trade accounts receivable that have been pledged is $62.5 million as of December 31, 2025. As of December 31, 2025, we had $62.5 million available capacity under the Amended AR Facility. ​ In order to maintain sufficient liquidity, we evaluate our working capital requirements on a regular basis.
We present two measures of backlog; one that includes Fixed Backlog and MSA Backlog for the next twelve months, and total backlog that includes all Fixed Backlog and MSA Backlog to the end of the MSA agreement. We do not consider renewals when estimating MSA Backlog.
We present two measures of backlog; one that includes Fixed Backlog and MSA Backlog for the next twelve months, and total backlog that includes all Fixed Backlog and MSA Backlog to the end of the MSA agreement. In addition, many of our MSAs are subject to renewal, and these potential renewals can be considered in estimating MSA Backlog.
The increase of $39.0 million was due primarily to higher average debt balances from the borrowings related to the PLH acquisition and a higher average interest rate. ​ 39 Table of Contents The weighted average interest rate on total debt outstanding at December 31, 2024, 2023 and 2022 was 5.6%, 6.8% and 6.2%, respectively. ​ Provision for income taxes ​ Our provision for income taxes increased $22.5 million to $74.0 million for 2024 compared to 2023.
The decrease of $12.9 million was due to lower average debt balances and lower average interest rates. ​ The weighted average interest rate on total debt outstanding at December 31, 2025, 2024 and 2023 was 5.0%, 5.6% and 6.8%, respectively. ​ Provision for income taxes ​ Our provision for income taxes increased $35.1 million to $109.1 million for 2025 compared to 2024.
We expect these opportunities, as well as ongoing spending by communications and technology companies, to benefit our Utilities segment. ​ ​ ● Power Delivery — We are experiencing strong tailwinds in our power delivery business as the industry continues to invest in grid resiliency, modernization, renewable generation integration, and increased electrification of certain industries.
We expect these opportunities, as well as ongoing spending by communications and technology companies, to benefit our Utilities segment. ​ ​ ● Power Delivery, inspection, maintenance, and replacement of electrical utility infrastructure — We are experiencing strong tailwinds in our power delivery business due to increased demand for electricity in the United States.
The increase was primarily due to growth in both our Energy and Utilities segments, and the acquisitions of PLH and B Comm in 2022. ​ Gross Profit ​ 2024 and 2023 ​ For the year ended December 31, 2024, gross profit increased by $115.8 million, or 19.7%, compared to 2023. The increase was primarily due to an increase in revenue.
The increase was primarily due to growth in our Energy segment. ​ ​ 37 Table of Contents Gross Profit ​ 2025 and 2024 ​ For the year ended December 31, 2025, gross profit increased by $109.9 million, or 15.6%, compared to 2024. The increase was primarily due to an increase in revenue in both segments, partially offset by lower margins.
The bulk of our work is comprised of project sizes that average less than $3.0 million. We also perform construction projects which tend not to be seasonal, but can fluctuate from year to year based on customer timing, project duration, weather, and general economic conditions.
We also perform construction projects which tend not to be seasonal, but can fluctuate from year to year based on customer timing, project duration, weather, and general economic conditions. Our business may be affected by declines, or delays in new projects, or by client project schedules.
Gross profit as a percentage of revenue decreased to 8.6% in 2023 compared to 10.4% in 2022 primarily due to productivity issues on some legacy PLH projects, higher costs associated with a communication project in 2023, and a shift in revenue mix in 2023. ​ Energy Segment ​ 2024 and 2023 ​ Revenue increased by $685.8 million, or 20.5%, during 2024 compared to 2023, primarily due to increased renewable energy and industrial activity, partially offset by decreased activity in our pipeline market. ​ Operating income increased by $47.2 million, or 19.0% during 2024 compared to 2023, due to strong revenue growth.
In addition, we experienced increased costs in 2025 on certain renewables projects due in part to more challenging soil conditions than anticipated and unfavorable weather conditions. 2024 and 2023 ​ Revenue increased by $685.8 million, or 20.5%, during 2024 compared to 2023, primarily due to increased renewable energy and industrial activity, partially offset by decreased activity in our pipeline market. ​ Operating income increased by $47.2 million, or 19.0% during 2024 compared to 2023, due to strong revenue growth.
In addition, the Credit Agreement includes restrictions on investments, change of control provisions and provisions in the event we dispose of more than 20% of our total assets. ​ We were in compliance with the covenants for the Credit Agreement at December 31, 2024. ​ On January 31, 2023, we entered into an interest rate swap agreement to manage our exposure to the fluctuations in variable interest rates.
In addition, the Credit Agreement includes restrictions on investments, change of control provisions and provisions in the event we dispose of more than 20% of our total assets.
To determine reportable segment gross profit and operating income, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs, selling, general, and administrative expenses (“SG&A”) and indirect operating expenses were made. ​ Acquisition of PLH ​ On August 1, 2022, we acquired PLH Group, Inc.
To determine reportable segment gross profit and operating income, certain 30 Table of Contents allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs, selling, general, and administrative expenses (“SG&A”) and indirect operating expenses were made. ​ Business Environment ​ We believe there are growth opportunities across the industries we serve and we continue to have a positive long-term outlook.
In addition, we had strong performance in our power delivery market and the increased benefit of higher margin storm work in 2024. ​ 2023 and 2022 ​ Revenue increased by $376.4 million, or 18.5%, during 2023 compared to 2022.
In addition, we had strong performance in our power delivery market and the increased benefit of higher margin storm work in 2024. ​ Energy Segment ​ 2025 and 2024 ​ Revenue increased by $986.6 million, or 24.5%, during 2025 compared to 2024, primarily due to increased renewable energy and industrial activity. ​ 41 Table of Contents Operating income increased by $45.9 million, or 15.6% during 2025 compared to 2024, primarily due to strong revenue growth, partially offset by lower gross margins.
SG&A expense as a percentage of revenue for the year ended December 31, 2024 increased slightly to 6.0% compared to 5.8% for the year ended December 31, 2023. ​ 2023 and 2022 ​ SG&A expenses were $328.7 million for the year ended December 31, 2023, an increase of $47.2 million, or 16.7% compared to 2022, primarily due to higher incentive compensation costs associated with improved operational performance and increases in headcount from the acquisitions of PLH and B Comm.
SG&A expense as a percentage of revenue for the year ended December 31, 2025 decreased to 5.3% compared to 6.0% for the year ended December 31, 2024 as we continue to improve leverage of our administrative cost base. ​ 2024 and 2023 ​ SG&A expenses were $383.4 million for the year ended December 31, 2024, an increase of $54.6 million, or 16.6% compared to 2023, primarily due to increased people costs to support revenue growth as well as higher technology costs associated with ongoing initiatives.
Gross profit as a percentage of revenue increased to 11.4% in 2023 compared to 10.3% in 2022, primarily due to significant growth in higher margin renewable energy work, strong performance on a pipeline project in the mid-Atlantic in 2023, higher costs on a separate pipeline project in the mid-Atlantic from unfavorable weather conditions experienced in 2022 and higher relative carrying costs for equipment and personnel in 2022 caused by lower than anticipated pipeline volumes. 42 Table of Contents Liquidity and Capital Resources ​ Cash Needs ​ Liquidity represents our ability to pay our liabilities when they become due, fund business operations, and meet our contractual obligations and execute our business plan.
These amounts were partially offset by growth in higher margin renewable energy work and strong performance by our industrial group in 2024. ​ ​ 42 Table of Contents Liquidity and Capital Resources ​ Cash Needs ​ Liquidity represents our ability to pay our liabilities when they become due, fund business operations, and meet our contractual obligations and execute our business plan.
We also expect that ongoing gas utility repair and maintenance opportunities will continue. ​ ​ ● Construction of natural gas-fired power plants and industrial plants — We expect continued construction opportunities for both baseload and peak shaving power plants; however, we are aware that environmental concerns over gas fired power plants may impact the timing and location of near-term construction opportunities in certain states.
We also expect that gas utility repair and maintenance opportunities will continue. ​ ​ 31 Table of Contents ● Construction of natural gas-fired power plants and industrial plants — We expect strong demand for baseload and peak shaving power plants, as well as behind the meter generation for data centers.
The increase is primarily due to the acquisitions of PLH and B Comm in 2022 and increased activity in our power delivery and communications markets. ​ Operating income decreased $29.8 million, or 25.0%, during 2023 compared to 2022. The decrease is primarily due to a decrease in gross profit, partially offset by growth in revenue.
Utilities Segment ​ 2025 and 2024 ​ Revenue increased by $252.7 million, or 10.4%, during 2025 compared to 2024 primarily due to increased activity in our gas operations, power delivery and communications markets. ​ Operating income increased $42.8 million, or 30.6%, during 2025 compared to 2024 due to revenue growth and improved gross margins.
The change year-over-year was primarily due to improvement in the impact from the changes in assets and liabilities and the inclusion of $40.1 million of gain on a sale and leaseback transaction in 2022 net income. ​ The significant components of the $0.1 million change in assets and liabilities for the year ended December 31, 2023 are summarized as follows: ​ ● Contract assets increased by $229.8 million from December 31, 2022 primarily due to significant revenue growth in 2023; ​ ● Accounts receivable increased $16.9 million from December 31, 2022, which is net of the $75.0 million we received from the Accounts Receivable Securitization Facility; ​ ● Accounts payable increased $93.4 million from December 31, 2022 primarily due to increased revenue and the timing of payments to our vendors; ​ ● Contract liabilities increased $84.7 million, primarily due to higher deferred revenue; and 44 Table of Contents ​ ● Other current assets decreased by $45.6 million primarily due to an income tax refund and the timing of prepaid material purchases. ​ Investing activities ​ Net cash used in investing activities was $27.2 million, $30.0 million, and $481.9 million in the years ended December 31, 2024, 2023 and 2022, respectively. ​ We received net proceeds of $49.9 million from a sale and leaseback transaction of land and buildings during the year ended December 31, 2022. ​ We purchased property and equipment for $126.6 million, $103.0 million and $94.7 million in the years ended December 31, 2024, 2023 and 2022 respectively, principally for our construction activities and facilities investment.
The change year-over-year was primarily due to the impact from the changes in assets and liabilities offset by an increase in net income. ​ The significant components of the $102.5 million change in assets and liabilities for the year ended December 31, 2025 are summarized as follows: ​ ● Accounts payable and accrued liabilities increased by $148.9 million primarily due to revenue growth and the timing of our payments to vendors; ● Accounts receivable decreased by $111.3 million, primarily due to the timing of collecting from our customers; and ● Contract assets increased by $162.2 million, primarily due to increased revenue and the timing of billing our customers. ​ 2024 and 2023 ​ Net cash provided by operating activities for 2024 was $508.3 million, an increase of $309.8 million compared to 2023.
Removed
(“PLH”) in an all-cash transaction valued at approximately $429.0 million, net of cash acquired. PLH is a utility-focused infrastructure services company with concentrations in key fast-growing regions of the United States. The transaction directly aligns with our strategic focus on higher-growth, higher margin markets and expands our capabilities in the utility markets including power delivery, communications, and gas utilities.
Added
Although not without risks and challenges, including those discussed below and in Forward-Looking Statements and included in Item 1A.
Removed
The total purchase price was funded through a combination of borrowings under our Third Amended and Restated Credit Agreement, dated as of August 1, 2022, which increased our term loan to an aggregate principal amount of $945.0 million (the “Term Loan”) and borrowings under our revolving credit facility, in which the lenders agreed to make loans on a revolving basis from time to time and to issue letters of credit for up to $325.0 million (the “Revolving Credit Facility”).
Added
Electric utilities continue to invest in grid resiliency, modernization, renewable generation integration, and increased electrification of certain industries. Our national position in this market allows for scalable coverage across the industry.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed1 unchanged
Biggest changeFrom time to time, we may use certain derivative instruments to hedge our exposure to variable interest rates. As of December 31, 2024, $300.0 million of our variable rate debt outstanding was economically hedged. The interest rate swap matured on January 31, 2025.
Biggest changeFrom time to time, we may use certain derivative instruments to hedge our exposure to variable interest rates. As of December 31, 2025, none of our variable rate debt outstanding was economically hedged.
These instruments have in the past included interest rate swaps and may in the future include foreign currency exchange contracts, interest rate swaps and hedges against commodity price fluctuations. ​ The carrying amounts for cash and cash equivalents, accounts receivable, short term investments, short-term debt, accounts payable and accrued liabilities shown in the Consolidated Balance Sheets approximate fair value at December 31, 2024, due to the generally short maturities of these items. ​ Our Revolving Credit Facility and Term Loan bear interest at a variable rate which exposes us to interest rate risk.
These instruments have in the past included interest rate swaps and may in the future include foreign currency exchange contracts, interest rate swaps and hedges against commodity price fluctuations. ​ The carrying amounts for cash and cash equivalents, accounts receivable, short-term investments, short-term debt, accounts payable and accrued liabilities shown in the Consolidated Balance Sheets approximate fair value at December 31, 2025, due to the generally short maturities of these items. ​ Our Revolving Credit Facility, Term Loan, and Amended AR Facility bear interest at a variable rate which exposes us to interest rate risk.
Based on our variable rate debt outstanding as of December 31, 2024, a 1.0% increase or decrease in interest rates would change annual interest expense by approximately $3.8 million. ​ We do not execute transactions or use financial derivative instruments for trading or speculative purposes.
Based on our variable rate debt outstanding as of December 31, 2025, a 1.0% increase or decrease in interest rates would change annual interest expense by approximately $4.4 million. ​ We do not execute transactions or use financial derivative instruments for trading or speculative purposes.
We generally enter into transactions with counter-parties that are financial institutions as a means to limit significant exposure with any one party. ​
We generally enter into transactions with counterparties that are financial institutions as a means to limit significant exposure with any one party. ​

Other PRIM 10-K year-over-year comparisons