Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2025

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Prior to the Separation, Everus Construction historically operated as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a standalone company. For periods prior to the Separation, financial information included in the accompanying unaudited condensed consolidated financial statements and related footnotes were prepared on a “carve-out” basis in connection with the Separation and were derived from the unaudited condensed consolidated financial statements of MDU Resources as if the Company operated on a standalone basis during the periods presented. However, the financial information included in the unaudited condensed consolidated financial statements and related footnotes for periods prior to the Separation do not necessarily reflect what the Company’s results of operations, financial position and cash flows would have been had it operated as a separate, publicly traded company and may not be indicative of its future performance.

The accompanying unaudited condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). Pursuant to GAAP, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K (“2024 Annual Report”). The information includes all adjustments that are, in the opinion of management, necessary for a fair presentation of the unaudited condensed consolidated financial statements and are of a normal recurring nature. The unaudited condensed balance sheet as of December 31, 2024, was derived from the audited annual consolidated financial statements but does not contain all of the footnote disclosures from the annual consolidated financial statements.

The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other future period.

All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included in the unaudited condensed consolidated financial statements. For periods prior to the Separation, the unaudited condensed consolidated financial statements also included expense allocations for certain functions that were provided by MDU Resources and Centennial, including, but not limited to, certain general corporate expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, internal audit, risk management and other shared services. The amounts allocated were $4.9 million and $27.6 million for the three and nine months ended September 30, 2024, respectively. These expenses were allocated to the Company on the basis of direct usage where identifiable, with the remainder principally allocated on the basis of percentage of total capital invested or other allocation methodologies that were considered to be a reasonable reflection of the utilization of the services provided to the benefits received. The allocations may not, however, reflect the expenses the Company would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have been incurred if the Company had obtained these services from a third party. Refer to Note 14 – Related-Party Transactions for more information on the transition services agreement between the Company and MDU Resources.

Earnings per share (“EPS”) information has been retrospectively adjusted for periods prior to the Separation on the unaudited condensed consolidated statements of income to reflect the Distribution. Refer to Note 8 – Earnings Per Share for more information on the share counts used in the EPS calculations.

Prior to the Separation, the Company historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements. The Company had related-party agreements in place with Centennial for the financing of its capital needs, which were reflected as related-party notes payable on the unaudited condensed consolidated balance sheets for periods prior to the Separation. Interest expense in the unaudited condensed consolidated statements of income for periods prior to the Separation reflected the allocation of interest on borrowing and funding associated with the related-party agreements. Following the Separation, the Company has implemented its own centralized cash management program and has access to third-party credit facilities to fund day-to-day operations. For additional information related to the Company’s current financing arrangements and related interest expense recognition, refer to Note 6 – Debt and Note 14 – Related-Party Transactions.

Cash-settled, related-party transactions between the Company, MDU Resources, Centennial or other MDU Resources subsidiaries for general operating activities; the Company's participation in MDU Resources’ centralized cash management program through Centennial; and intercompany debt, were included in the unaudited condensed consolidated financial statements for periods prior to the Separation. These related-party transactions were reflected in the unaudited condensed consolidated balance sheets prior to the Separation as Due from related-party, Due from related-party - noncurrent, Due to related-party or Related-party notes payable. The aggregate net effect of general related-party operating activities was reflected in the unaudited condensed consolidated statements of cash flows within operating activities for periods prior to the Separation. The effects of the Company’s participation in MDU Resources’ centralized cash management program and intercompany debt arrangements were reflected in the unaudited condensed consolidated statements of cash flows within investing and financing activities for periods prior to the Separation. Refer to Note 14 – Related-Party Transactions for additional information on related-party transactions.

Prior to the Separation, MDU Resources maintained various benefit and stock-based compensation plans at a corporate level and the Company’s employees participated in these programs. The costs associated with its employees were included in the Company’s unaudited condensed consolidated financial statements for periods prior to the Separation. Following the Separation, the Company has its own stock-based compensation and employee benefit plans at a corporate level that its employees participate in. Refer to Note 9 – Stock-Based Compensation and Note 12 – Employee Benefit Plans for additional information.

Principles of Consolidation

The unaudited condensed consolidated financial statements were prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, as well as entities that the Company controls through its ownership of a majority voting interest or pursuant to control of a variable interest entity (“VIE”), which is discussed in more detail below. All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying unaudited condensed consolidated financial statements.

Subsequent Events

The Company has evaluated transactions for consideration as recognized subsequent events in these unaudited condensed consolidated financial statements through November 5, 2025, the date of issuance of these unaudited condensed consolidated financial statements and determined that no additional events requiring disclosure occurred.

Summary of Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies described in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the Company’s 2024 Annual Report.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; loss contingencies; costs on construction contracts; unbilled revenues; actuarially determined benefit costs; lease classification; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

Consolidation of Variable Interest Entities

The Company holds a minority economic interest in a captive insurance company, which has been determined to be a VIE due to its variable ownership interest in the captive insurance company. The captive insurance is structured with protected cell captives for each insured party (“Captive Cells”) in which participants’ assets and liabilities are held separately from each other and is not exposed to the insurance and investment risks that the Captive Cells are designed to create and distribute on behalf of the insured parties. The Company is the primary beneficiary of its individual Captive Cell and has the power to direct the activities that most significantly impact economic performance of its Captive Cell, as well as the obligation to absorb losses of, and receive benefits from the activities of its Captive Cell. Accordingly, the Company has prepared these unaudited condensed consolidated financial statements in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. ASC 810 requires that if an entity is the primary beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE should be included in the unaudited condensed consolidated financial statements of such entity. As such, the unaudited condensed consolidated financial statements include the consolidation of only the assets and liabilities of the Company’s Captive Cell.

Cash deposits held by the Captive Cell are considered restricted cash as they are to remain in the Captive Cell. After consolidation by the Company, the total carrying amounts of Cash, cash equivalents and restricted cash, Other accrued liabilities, and Other noncurrent liabilities on the unaudited condensed consolidated balance sheets attributable to the Captive Cell were as follows as of:


	September 30, 2025		December 31, 2024
	(In thousands)
Cash, cash equivalents and restricted cash	$	19,277	$	16,057
Other accrued liabilities	2,231		1,816
Other noncurrent liabilities	$	7,002	$	9,271

Joint Ventures

The Company accounts for unconsolidated joint ventures using either the equity method or proportionate consolidation.

Proportionate consolidation is used for joint ventures that include unincorporated legal entities when we hold an undivided interest in each asset and are proportionately liable for our share of liabilities and the activities of the joint ventures that are construction related. For those joint ventures accounted for under proportionate consolidation, only the Company’s pro rata share of assets, liabilities, revenues and expenses are included in the Company’s unaudited condensed consolidated financial statements.

For those joint ventures accounted for using proportionate consolidation, the Company recorded $0.1 million and $0.6 million of operating revenues, respectively, and a nominal amount and $0.2 million of operating income for the three and nine months ended September 30, 2024, respectively, in the unaudited condensed consolidated statements of income. As of December 31, 2024, the Company did not have any remaining interest in assets from these joint ventures.

For those joint ventures accounted for under the equity method, the Company’s pro rata share of net income is included in Income from equity method investments in the unaudited condensed consolidated statements of income and the Company’s investment balances for the joint ventures are included in Investments in the unaudited condensed consolidated balance sheets.

For the three and nine months ended September 30, 2025, the Company recognized income from equity method joint ventures of $5.5 million and $11.6 million, respectively. For the three and nine months ended September 30, 2024, the Company recognized income from equity method joint ventures of $3.8 million and $7.8 million, respectively.

The Company’s investments in equity method joint ventures as of September 30, 2025 and December 31, 2024, were $18.4 million and $14.3 million, respectively.

Cash, Cash Equivalents and Restricted Cash

As of September 30, 2025 and December 31, 2024, the Company’s cash was held in highly liquid bank accounts, including checking accounts and/or money market deposit accounts. In addition, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash represents deposits held by the Company’s Captive Cell that are to be used solely for the Captive Cell’s purposes.

As of September 30, 2025 and December 31, 2024, the Company had $149.2 million and $86.0 million of cash, cash equivalents, and restricted cash, respectively, including $19.3 million and $16.1 million of restricted cash held by the Captive Cell, respectively.

For the three and nine months ended September 30, 2025, the Company earned $1.3 million and $2.8 million of interest income, including $1.2 million and $2.7 million from its central cash management program, respectively, and $0.1 million for both periods presented from the Company’s Captive Cell. There was no such activities earning interest income for the three and nine months ended September 30, 2024.

Receivables and Allowance for Expected Credit Losses

Receivables consist primarily of trade receivables from the sale of goods and services, net of expected credit losses. The Company’s trade receivables are all due in 12 months or less. Receivables, net was summarized as follows as of:


	September 30, 2025		December 31, 2024
	(In thousands)
Trade receivables:
Completed contracts	$	38,225	$	42,462
Contracts in progress	701,141		546,543

Other	7,561		8,120
Receivables, gross	746,927		597,125
Less: allowance for expected credit losses	(3,192)		(7,097)
Receivables, net	$	743,735	$	590,028

The following table presents the opening and closing balances of Receivables, net as of:


	September 30, 2025		December 31, 2024
	(In thousands)
Balance at beginning of period	$	590,028	$	449,626
Net change during period	153,707		140,402
Balance at end of period	$	743,735	$	590,028

Details of the Company's activity related to the allowance for expected credit losses, disclosed within Receivables, net, for the respective periods presented below, were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	(In thousands)
Balance at beginning of period	$	3,006	$	7,257	$	7,097	$	7,967
Current expected credit loss provision	218		83		(1,511)		(51)
Less: write-offs charged against the allowance	(32)		(84)		(2,394)		(672)
Credit loss recoveries collected	—		44		—		56
Balance at end of period	$	3,192	$	7,300	$	3,192	$	7,300

Inventories

The value of inventories may decrease due to obsolescence, physical deterioration, damage, costs to repair, changes in price levels or other causes. Inventory valuation write-downs, as well as inventory allowances, are determined based on specific facts and circumstances.

Inventories were summarized as follows as of:


	September 30, 2025		December 31, 2024
	(In thousands)
Materials and supplies	$	15,567	$	6,771

Work in process	4,524		—
Finished goods	28,453		36,979
Less: valuation allowance	(587)		—
Inventory	$	47,957	$	43,750

As of September 30, 2025 and December 31, 2024, finished goods primarily consisted of manufactured equipment and tools held for sale and/or resale.

New Accounting Standards

Changes to GAAP are typically established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s ASC. The Company considers the applicability and impact of all ASUs.

Recently Adopted Accounting Standards Updates

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provided guidance on improving financial reporting by requiring disclosure on incremental segment information, primarily through enhanced disclosures about significant segment expenses on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The standard was effective for annual periods beginning in the fiscal year ended December 31, 2024, and for interim periods beginning January 1, 2025, with retrospective application for prior periods disclosed. The Company adopted the standard in the fourth quarter of fiscal year 2024. Refer to Note 11 – Segment Information for the related disclosure-only impacts of adopting this standard.

In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which provided guidance on accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statement in order to provide decision useful information to investors and other allocators of capital (collectively investors) in a joint venture’s financial statements and reduce diversity in practice. The new basis of accounting will require that a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with the exceptions to fair value measurement that are consistent with the business combinations guidance). The standard became effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. However, a joint venture that was formed before January 1, 2025, may elect to apply the guidance retrospectively if it has sufficient information. The Company adopted the standard prospectively in the first quarter of 2025, but it did not have an impact on the unaudited condensed consolidated financial statements.

New Accounting Standards Updates Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provided guidance to address investors’ requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income tax paid information and effectiveness of income tax disclosures. The standard will be effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact the guidance will have on its disclosures for the year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which provided guidance to address investors’ requests for more detailed information about the types of expenses including purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions, such as cost of sales, selling, general and administrative expenses, and research and development costs. The standard will be effective for fiscal year December 31, 2027, and interim periods beginning January 1, 2028. The Company is currently evaluating the impact the guidance will have on its disclosures for the year ending December 31, 2027 and future interim periods beginning in 2028.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provided guidance to address stakeholders feedback on the challenges of applying Topic 326 to current accounts receivable and current contract assets, specifically related to the costs and complexities of developing reasonable and supportable forecasts to support the estimation of expected credit losses. As a result, this update provides a practical expedient for all entities that allows an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing such forecasts. The standard will be effective for fiscal year December 31, 2026, and interim periods beginning January 1, 2026. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact the guidance will have on its consolidated financial statements as well as whether the Company will early-adopt the standard.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which provided guidance to address stakeholders feedback for modernizing the accounting for internal-use software costs due to the different methods of software development. This update amended the accounting and disclosure of internal-use software costs and provided entities updated recognition requirements for capitalizing internal-use software development costs, as well as website development costs. The standard will be effective for fiscal year December 31, 2028, and interim periods beginning January 1, 2028. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact the guidance will have on its consolidated financial statements as well as whether the Company will early-adopt the standard.

Immaterial restatement of prior period condensed consolidated statement of cash flows and related footnote disclosures

As disclosed in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies to the Company’s 2024 Annual Report, immaterial errors were identified within previously filed annual and interim Consolidated Balance Sheets, Consolidated Statements of Cash Flows and corresponding revenue footnote disclosures related to the balance sheet classification of Receivables, net, Contract assets, Noncurrent retention receivable, and Contract liabilities, net. The errors related to the inappropriate presentation of retainage receivable on a gross basis rather than netting with contract assets and contract liabilities under ASC 606 - Revenue from Contracts with Customers, as well as the classification of short-term retainage receivable within Receivables, net.

Consistent with the restatements to the annual financial statements included in the Company’s 2024 Annual Report, the Company has restated the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2024 and related footnote disclosures in Note 3 - Revenue from Contracts with Customers for the three and nine months ended September 30, 2024, to correct the errors which management has evaluated and concluded are immaterial to such interim financial statement and related footnote disclosures. While the restatement of the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2024 affected line items reported within cash flows from operating activities, it did not impact total cash flows from operating activities, investing activities or financing activities for the nine months ended September 30, 2024. Further, the restatement did not impact the Consolidated Statements of Income for either the three or nine months ended September 30, 2024.

Everus Construction Group, Inc. 10-Q