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美国

证券交易委员会

华盛顿特区20549

表格 10-Q

☑						根据1934年证券交易法第13或15(d)条款的季度报告。

截至2024年6月30日季度结束 2024年9月30日

或

☐						根据1934年证券交易法第13或15(d)条款的过渡报告
过渡期从___到___

委员会档案编号			1-31993

Sterling Infrastructure, Inc.
（依凭章程所载的完整登记名称）
特拉华州			25-1655321
（注册或其他立案司法管辖区 或其他组织）			(国税局雇主识别号码) 识别号码)
1800 Hughes Landing Blvd. The Woodlands, 德克萨斯州			77380
(总部办公地址)			（邮政编码）
注册者的电话号码，包括区域代码：(281) 214-0777

根据法案第12(b)条规定注册的证券：
每股普通股0.01美元			STRL			纳斯达克
（每类标题）			（交易符号）			（每个注册交易所的名称）

请以核选符号表示，是否申报人（1）已于过去12个月内（或申报人应在该较短期间内申报这些报告的情况）依据1934年证券交易法第13条或第15条的规定申报所有要求申报的报告；并且（2）申报人是否在过去90天内受到申报要求的规定？ þ是 ¨ 无

请勾选表示，是否公司已根据监管S-t条例第405条（本章第232.405条）的规定，于过去12个月内（或公司必须提交这些文件的较短期间）提交了所有必须提交的互动数据文件。 þ 是 ¨ 无

请勾选指示登记者是否为大型快速提交人、快速提交人、非快速提交人、较小的报告公司或新兴成长型公司。请参阅交易所法规120亿2条，了解「大型快速提交人」、「快速提交人」、「较小的报告公司」和「新兴成长型公司」的定义。
大型加速归档人			☑			加速归档人			☐
非加速归档人			¨			小型报告公司			☐
						新兴成长型企业			☐
如果该企业为新兴成长型企业，请在是否选择不使用证交法第13(a)条所提供之符合任何新的或修订财务会计标准的延长过渡期的方格中打勾。									¨

请勾选表示，公司是否为壳公司（依据交易法令第120亿2条所定义）。 ☐ 是的 þ 无

截至2024年11月5日，登记公司的普通股未流通的股份数目 - 30,713,105

---

Sterling Infrastructure, Inc.

第10-Q表格季报告

目 录

 

			页面
第一部分 - 财务资讯
项目 1。简明综合财务报表			3
营运报表			3
资产负债表			4
现金流量表			5
股东权益变动表			6
简明合并财务报表注释			8
条款 2. 管理层对基本报表及营运结果的讨论与分析			20
项目3。有关市场风险的定性和定量披露			26
项目4。控制和程序			27
第二部份──其他资讯
项目1. 法律诉讼			28
第1A项。风险因素			28
项目2。未注册的股权销售和款项使用			28
事项5.  其他资讯			28
第6项。 附表			29
签名			30

2

---

第一部分 - 财务资讯

项目1。 缩短合并财务报表

 

STERLING INFRASTRUCTURE, INC. 及其子公司

综合营业损益汇缩陈述

(以千为单位，除每股数据外)

(未经查核)

			截至9月30日的三个月												截至9月30日的九个月
			2024						2023						2024						2023
收益			$	593,741					$	560,347					$	1,616,923					$	1,486,251
销售成本			(463,942)						(468,480)						(1,297,477)						(1,240,368)
毛利润			129,799						91,867						319,446						245,883
一般及行政费用			(30,672)						(25,237)						(85,826)						(72,592)
无形资产摊销			(4,280)						(3,736)						(12,857)						(11,209)
收购相关成本			(72)						(103)						(209)						(352)
其他营运费用，净额			(7,283)						(5,654)						(18,203)						(11,703)
营收			87,492						57,137						202,351						150,027
利息收入			7,591						4,150						19,798						8,327
利息费用			(6,286)						(7,257)						(19,463)						(22,516)
税前收入			88,797						54,030						202,686						135,838
所得税支出			(23,404)						(13,891)						(48,960)						(35,429)
包括非控制权益在内的净利润			65,393						40,139						153,726						100,409
减：非控制权益所享有之净利润			(4,072)						(786)						(9,478)						(1,927)
归属于Sterling普通股股东的净利润			$	61,321					$	39,353					$	144,248					$	98,482
每股归属于Sterling普通股股东的净利润：
基础			$	2.00					$	1.28					$	4.67					$	3.20
稀释			$	1.97					$	1.26					$	4.63					$	3.17
加权平均普通股股本：
基础			30,735						30,800						30,875						30,733
稀释			31,070						31,217						31,184						31,048

 

附注是这些简化合并财务报表的不可分割的一部分。

3

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STERLING INFRASTRUCTURE, INC. 及其子公司

缩表合并资产负债表

(以千为单位，除每股数据外)

(未经查核)

			九月三十日，						12月31日，
			2024						2023
资产
流动资产:
现金及现金等价物 ($69,549 15.124,325 与变量利益实体（“VIEs”）相关)			$	648,127					$	471,563
应收账款 ($8,749 15.11,771 与VIEs有关)			329,882						252,435
合同资产 (资产)5,317 15.10 与VIEs有关)			79,736						88,600
施工合资企业之应收款及权益			7,814						17,506
其他流动资产			18,086						17,875
全部流动资产			1,083,645						847,979
物业及设备，扣除折旧后净值			270,532						243,648
营运租赁权利资产，净额			54,748						57,235
商誉			281,363						281,117
其他无形资产，净额			315,540						328,397
其他非流动资产，净值			17,757						18,808
资产总额			$	2,023,585					$	1,777,184
550,714
流动负债：
应付帐款（$22,229 15.12,973 关于VIE（可变利益实体）的事项			$	160,199					$	145,968
合同负债（$30,122 15.115,741 关于VIE（可变利益实体）的事项）			563,531						444,160
长期负债的当期到期			26,425						26,520
长期租赁债务的当期部分			19,531						19,641
应计薪酬			43,198						27,758
其他流动负债			26,152						14,121
流动负债合计			839,036						678,168
长期负债			296,185						314,996
长期租赁负债			35,445						37,722
会员权益受强制赎回和未分配收益所限制			23,417						29,108
递延所得税负债，净额			82,894						76,764
其他长期负债			15,666						16,573
总负债			1,292,643						1,153,331
合同和应付之可能负债（注10）
股东权益：
普通股，面额 $0.01 ； 58,000 股份已授权 31,164 和 30,926 股份发行和 30,693 和 30,926 流通中股份			312						309
额外资本赠与金			295,831						293,570
库藏股股本成本： 471 和 0 股份			(48,901)						—
保留收益			469,282						325,034
英镑总股东权益			716,524						618,913
非控制权益			14,418						4,940
股东权益总额			730,942						623,853
负债和股东权益总额			$	2,023,585					$	1,777,184

附注是这些简化合并财务报表的不可分割的一部分。

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STERLING INFRASTRUCTURE, INC. 及其子公司

简明财务报表现金流量表

(In thousands)

(Unaudited)

			Nine Months Ended September 30,
			2024						2023
Cash flows from operating activities:
Net income			$	153,726					$	100,409
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			50,546						42,529
Amortization of debt issuance costs and non-cash interest			877						1,334
Gain on disposal of property and equipment			(3,280)						(4,102)
Deferred taxes			6,107						10,188
Stock-based compensation			13,753						10,975
Changes in operating assets and liabilities (Note 14)			101,106						169,882
Net cash provided by operating activities			322,835						331,215
Cash flows from investing activities:
Acquisitions, net of cash acquired			(4,827)						—
Disposition proceeds			—						14,000
Capital expenditures			(65,309)						(49,244)
Proceeds from sale of property and equipment			7,834						9,607
Net cash used in investing activities			(62,302)						(25,637)
Cash flows from financing activities:
Repayments of debt			(19,931)						(76,850)
Repurchase of common stock			(50,596)						—
Withholding taxes paid on net share settlement of equity awards			(13,408)						(4,579)
Other			(34)						(16)
Net cash used in financing activities			(83,969)						(81,445)
Net change in cash, cash equivalents, and restricted cash			176,564						224,133
Cash, cash equivalents and restricted cash at beginning of period			471,563						185,265
Cash, cash equivalents and restricted cash at end of period			648,127						409,398
Less: restricted cash			—						—
Cash and cash equivalents at end of period			$	648,127					$	409,398
Non-cash items:
Capital expenditures			$	247					$	4,151

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

			Nine Months Ended September 30, 2024
			Common Stock												Additional Paid in Capital						Treasury Stock												Retained Earnings												Total Sterling Stockholders’ Equity						Noncontrolling Interests						Total Stockholders’ Equity
			Shares						Amount												Shares						Amount
Balance at December 31, 2023			30,926						$	309					$	293,570					—						$	—					$	325,034											$	618,913					$	4,940					$	623,853
Net income			—						—						—						—						—						31,048												31,048						2,711						33,759
Stock-based compensation			—						—						7,248						—						—						—												7,248						—						7,248
Issuance of stock			358						2						370						—						—						—												372						—						372
Shares withheld for taxes			(124)						—						(13,015)						—						—						—												(13,015)						—						(13,015)
Balance at March 31, 2024			31,160						$	311					$	288,173					—						$	—					$	356,082											$	644,566					$	7,651					$	652,217
Net income			—						—						—						—						—						51,879												51,879						2,695						54,574
Stock-based compensation			—						—						4,273						—						—						—												4,273						—						4,273
Repurchase of common stock			(299)						—						—						299						(30,142)						—												(30,142)						—						(30,142)
Issuance of stock			17						1						(1,016)						(13)						1,385						—												370						—						370
Shares withheld for taxes			(2)						—						—						2						(249)						—												(249)						—						(249)
Other			—						—						(29)						—						—						—												(29)						—						(29)
Balance at June 30, 2024			30,876						$	312					$	291,401					288						$	(29,006)					$	407,961											$	670,668					$	10,346					$	681,014
Net income			—						—						—						—						—						61,321												61,321						4,072						65,393
Stock-based compensation			—						—						4,776						—						—						—												4,776						—						4,776
Repurchase of common stock			(188)						—						—						188						(20,454)						—												(20,454)						—						(20,454)
Issuance of stock			6						—						(339)						(6)						703						—												364						—						364
Shares withheld for taxes			(1)						—						—						1						(144)						—												(144)						—						(144)
Other			—						—						(7)						—						—						—												(7)						—						(7)
Balance at September 30, 2024			30,693						$	312					$	295,831					471						$	(48,901)					$	469,282											$	716,524					$	14,418					$	730,942

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			Nine Months Ended September 30, 2023
			Common Stock												Additional Paid in Capital						Retained Earnings												Total Sterling Stockholders’ Equity						Noncontrolling Interests						Total Stockholders’ Equity
			Shares						Amount
Balance at December 31, 2022			30,585						$	306					$	287,914					$	186,379											$	474,599					$	3,200					$	477,799
Net income			—						—						—						19,649												19,649						391						20,040
Stock-based compensation			—						—						4,486						—												4,486						—						4,486
Issuance of stock			316						2						216						—												218						—						218
Shares withheld for taxes			(111)						—						(4,288)						—												(4,288)						—						(4,288)
Balance at March 31, 2023			30,790						$	308					$	288,328					206,028												$	494,664					$	3,591					$	498,255
Net income			—						—						—						39,480												39,480						750						40,230
Stock-based compensation			—						—						3,270						—												3,270						—						3,270
Issuance of stock			27						—						199						—												199						—						199
Shares withheld for taxes			(1)						—						(40)						—												(40)						—						(40)
Balance at June 30, 2023			30,816						$	308					$	291,757					245,508												$	537,573					$	4,341					$	541,914
Net income			—						—						—						39,353												39,353						786						40,139
Stock-based compensation			—						—						3,448						—												3,448						—						3,448
Issuance of stock			15						—						240						—												240						—						240
Shares withheld for taxes			(3)						—						(251)						—												(251)						—						(251)
Other			—						—						(16)						—												(16)						—						(16)
Balance at September 30, 2023			30,828						$	308					$	295,178					284,861												$	580,347					$	5,127					$	585,474

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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STERLING INFRASTRUCTURE, INC. & SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

($ and share values in thousands, except per share data)

(Unaudited)

1.			NATURE OF OPERATIONS

Business Summary

Sterling Infrastructure, Inc., (“Sterling,” “the Company,” “we,” “our” or “us”), a Delaware corporation, operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and the Pacific Islands. E-Infrastructure Solutions provides advanced, large-scale site development services for manufacturing, data centers, e-commerce distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work and plumbing services for new single-family residential builds. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way.

2.			BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Presentation Basis—The accompanying Condensed Consolidated Financial Statements are presented in accordance with accounting policies generally accepted in the United States (“GAAP”) and reflect all wholly owned subsidiaries and those entities the Company is required to consolidate. See the “Consolidated 50% Owned Subsidiary” section of this Note and Note 5 - Construction Joint Ventures for further discussion of the Company’s consolidation policy for those entities that are not wholly owned. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Values presented within the Notes (excluding per share data) are in thousands.

Estimates and Judgments—The preparation of the accompanying Condensed Consolidated Financial Statements in conformance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include the recognition of revenue and earnings from construction contracts over time, the valuation of long-lived assets, goodwill and purchase accounting estimates. Management continually evaluates all of its estimates and judgments based on available information and experience; however, actual results could differ from these estimates.

Significant Accounting Policies

Consistent with Regulation S-X Rule 10-1(a), the Company has omitted significant accounting policies in this quarterly report that would duplicate the disclosures contained in the Company’s annual report on Form 10-K for the year ended December 31, 2023 under “Part II, Item 8. - Notes to Consolidated Financial Statements.” This quarterly report should be read in conjunction with the Company’s most recent annual report on Form 10-K.

Accounts Receivable—Receivables are generally based on amounts billed to the customer in accordance with contractual provisions. Receivables are written off based on the individual credit evaluation and specific circumstances of the customer, when such treatment is warranted. The Company performs a review of outstanding receivables, historical collection information and existing economic conditions to determine if there are potential uncollectible receivables. At September 30, 2024 and December 31, 2023, our allowance for our estimate of expected credit losses was zero.

Contracts in Progress—For performance obligations satisfied over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Typically, Sterling bills for advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. However, the Company occasionally bills subsequent to revenue recognition, resulting in contract assets.

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Many of the contracts under which the Company performs work also contain retainage provisions. Retainage refers to that portion of our billings held for payment by the customer pending satisfactory completion of the project. Unless reserved, the Company assumes that all amounts retained by customers under such provisions are fully collectible. At September 30, 2024 and December 31, 2023, contract assets included $48,968 and $56,855 of retainage, respectively, and contract liabilities included $93,837 and $86,895 of retainage, respectively. Retainage on active contracts is classified as current regardless of the term of the contract and is generally collected within one year of the completion of a contract. We anticipate collecting approximately 70% of our September 30, 2024 retainage during the next twelve months, and the balance thereafter. These assets and liabilities are reported on the Condensed Consolidated Balance Sheet within “Contract assets” and “Contract liabilities” on a contract-by-contract basis at the end of each reporting period.

During the nine months ended September 30, 2024, contract assets decreased by $8,864 compared to December 31, 2023, primarily due to lower unbilled revenue and a decrease in retainage. During the nine months ended September 30, 2024, contract liabilities increased by $119,371 compared to December 31, 2023, due to the timing of advance billings and work progression, partly offset by an increase in retainage. Revenue recognized for the three and nine months ended September 30, 2024 that was included in the contract liability balance on December 31, 2023 was $66,453 and $301,517, respectively. Revenue recognized for the three and nine months ended September 30, 2023 that was included in the contract liability balance on December 31, 2022 was $25,515 and $172,941, respectively.

Consolidated 50% Owned Subsidiary—The Company has a 50% ownership interest in a subsidiary that it fully consolidates as a result of its exercise of control of the entity. The results attributable to the 50% portion that the Company does not own are eliminated within “Other operating expense, net” within the Consolidated Statements of Operations and an associated liability is established within “Members’ interest subject to mandatory redemption and undistributed earnings” within the Consolidated Balance Sheets. The subsidiary also has a mandatory redemption provision which, under circumstances that are certain to occur, obligates the Company to purchase the remaining 50% interest. The purchase obligation is also recorded in “Members’ interest subject to mandatory redemption and undistributed earnings” on the Condensed Consolidated Balance Sheets.

Cash, Cash Equivalents and Restricted Cash—Our cash and cash equivalents are comprised of highly liquid investments with maturities of three months or less. The Company maintains its cash and cash equivalents at major financial institutions. The cash and cash equivalents balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation (“FDIC”) insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is minimal. There was no restricted cash included in “Other current assets” on the Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023, respectively. Restricted cash primarily represents cash deposited by the Company into separate accounts and designated as collateral for standby letters of credit in the same amount in accordance with contractual agreements.

New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures” which requires companies to disclose significant segment expense categories and amounts for each reportable segment. A significant segment expense is an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the Chief Operating Decision Maker (“CODM”), and included in the reported measure of segment profit or loss. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company plans to adopt the provisions of ASU 2023-07 in the fourth quarter of 2024. This ASU affects financial statement disclosure only, and its adoption will not affect our results of operations or financial position.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosure” which requires companies to disclose disaggregated information about a reporting entity’s effective tax rate reconciliation, using both percentages and reporting currency amounts for specific standardized categories. Separate disclosures will be required for any reconciling items that are equal to or greater than a specified quantitative threshold. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company plans to adopt the provisions of ASU 2023-09 in fiscal year 2025. This ASU affects financial statement disclosure only, and its adoption will not affect our results of operations or financial position.

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3.			ACQUISITIONS

PPG Acquisition

On November 16, 2023, Sterling acquired Professional Plumbers Group, Incorporated (“PPG”) (the “PPG Acquisition”). PPG provides all the major plumbing phases for new residential builds, expanding Sterling’s suite of residential services in the Dallas-Fort Worth market. The PPG Acquisition is accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The results of PPG are included within our Building Solutions segment.

Purchase Consideration—Sterling completed the PPG Acquisition for a purchase price of $56,693, net of cash acquired, detailed as follows:

Cash consideration transferred, net of cash acquired			$	50,002
Earn-out (1)			4,500
Target working capital adjustment			2,191
Total fair value of consideration			$	56,693

(1) The earn-out arrangement requires the Company to pay up to $20,000 based upon PPG’s achievement of certain cumulative EBITDA targets for a three year period ending on December 31, 2026. No payment shall be made if the cumulative EBITDA targets are not achieved.

Preliminary Purchase Price Allocation—The aggregate purchase price noted above was allocated to the assets and liabilities acquired based upon their estimated fair values at the acquisition closing date, which were based, in part, upon a preliminary external appraisal and valuation of certain assets, including specifically identified intangible assets. The excess of the fair value of consideration over the preliminary estimated fair value of the net tangible and identifiable intangible assets acquired totaling $18,671 was recorded as goodwill. This goodwill represents the value of expected future earnings and cash flows, as well as the synergies created by the integration of the new business within our organization, including cross-selling opportunities to help strengthen our existing service offerings and expand our market position. The goodwill and intangibles related to the acquisition are not expected to be deductible for tax purposes.

The following table summarizes our preliminary purchase price allocation at the acquisition closing date, net of cash acquired:

Net tangible assets (liabilities):
Accounts receivable			$	2,588
Other current assets			1,460
Property and equipment, net			1,679
Other non-current assets, net			2,394
Accounts payable			(1,268)
Deferred tax liability			(10,525)
Other current and non-current liabilities			(2,806)
Total net tangible liabilities			(6,478)
Identifiable intangible assets			44,500
Goodwill			18,671
Total fair value of consideration transferred			$	56,693

During the nine months ended September 30, 2024, the total consideration and purchase price allocation changed by $38, primarily due to the finalization of the working capital adjustment. The purchase price allocation above is subject to further change when additional information is obtained. We have not finalized our assessment of the fair values primarily for intangible assets and property and equipment. We intend to finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the PPG Acquisition. Our final purchase price allocation may result in additional adjustments to various other assets and liabilities, including the residual amount allocated to goodwill during the measurement period.

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Identifiable Intangible Assets—Intangible assets identified as part of the PPG Acquisition are reflected in the table below and are recorded at their estimated fair value, as determined by the Company’s management, based on available information which includes a valuation from external experts. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

			Weighted Average Life (Years)						November 16, 2023 Fair Value
Customer relationships			20						$	43,400
Trade names			15						1,100
Total									$	44,500

Supplemental Pro Forma Information (Unaudited)—The following unaudited pro forma combined financial information (“the pro forma financial information”) gives effect to the PPG Acquisition, accounted for as a business combination using the acquisition method of accounting. The pro forma financial information reflects the PPG Acquisition and related events as if they occurred at the beginning of the period and includes adjustments to (1) include additional intangible asset amortization associated with the PPG Acquisition, (2) include additional depreciation, G&A and tax expense, and (3) include the pro forma results of PPG for the period ended September 30, 2023. This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on the dates indicated. Further, the pro forma financial information does not purport to project the future operating results of the combined company following the PPG Acquisition.

			Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
Pro forma revenue			$	576,864					$	1,530,982
Pro forma net income			$	42,216					$	106,195

4.			REVENUE FROM CUSTOMERS

Remaining Performance Obligations (“RPOs”)—RPOs represent the aggregate amount of our contract transaction price related to performance obligations that are unsatisfied or partially satisfied at the end of the period. RPOs include the entire expected revenue values for joint ventures we consolidate and our proportionate value for those we proportionately consolidate. RPOs may not be indicative of future operating results. Projects included in RPOs may be canceled or modified by customers; however, the customer would be obligated to compensate the Company for additional contractual costs for cancellation or modifications. The following table presents the Company’s RPOs, by segment:

			September 30, 2024						December 31, 2023
E-Infrastructure Solutions RPOs			$	918,542					$	813,729
Transportation Solutions RPOs			1,083,567						1,184,496
Building Solutions RPOs - Commercial			52,972						68,791
Total RPOs			$	2,055,081					$	2,067,016

The Company expects to recognize approximately 60% of its RPOs as revenue during the next twelve months, and the balance thereafter.

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Revenue Disaggregation—The following tables present the Company’s revenue disaggregated by major end market and contract type:

			Three Months Ended September 30,												Nine Months Ended September 30,
Revenues by major end market			2024						2023						2024						2023
E-Infrastructure Solutions Revenues			$	263,899					$	253,948					$	689,687					$	719,936
Heavy Highway			169,388						146,864						424,628						327,440
Aviation			22,964						18,948						63,738						50,694
Other Services			34,899						27,184						120,629						77,089
Transportation Solutions Revenues			227,251						192,996						608,995						455,223
Residential			70,374						77,866						238,825						204,993
Commercial			32,217						35,537						79,416						106,099
Building Solutions Revenues			102,591						113,403						318,241						311,092
Total Revenues			$	593,741					$	560,347					$	1,616,923					$	1,486,251
Revenues by contract type
Lump-Sum			$	292,365					$	291,149					$	791,227					$	822,663
Fixed-Unit Price			226,969						190,170						579,127						454,359
Residential and Other			74,407						79,028						246,569						209,229
Total Revenues			$	593,741					$	560,347					$	1,616,923					$	1,486,251

Variable Consideration

The Company has projects that it is in the process of negotiating, or awaiting final approval of, unapproved change orders and claims with its customers. The Company is proceeding with its contractual rights to recoup additional costs incurred from its customers based on completing work associated with change orders, including change orders with pending change order pricing, or claims related to significant changes in scope which resulted in substantial delays and additional costs in completing the work. Unapproved change order and claim information has been provided to the Company’s customers and negotiations with the customers are ongoing. If additional progress with an acceptable resolution is not reached, legal action will be taken. Based upon the Company’s review of the provisions of its contracts, specific costs incurred and other related evidence supporting the unapproved change orders and claims, together in some cases as necessary with the views of the Company’s outside claim consultants, the Company concluded it was appropriate to include in project price amounts of $5,000 and $5,225, at September 30, 2024 and December 31, 2023, respectively, relating to unapproved change orders and claims. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

Contract Estimates

Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes such profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in changes in revenue and are recognized in the period in which the changes are determined. Changes in contract estimates on performance obligations satisfied or partially satisfied in previous periods resulted in net revenue increases of $46,890 and $99,241 for the three and nine months ended September 30, 2024, respectively, and net revenue increases of $19,822 and $36,557 for the three and nine months ended September 30, 2023, respectively.

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5.			CONSTRUCTION JOINT VENTURES

Joint Ventures with a Controlling Interest—We consolidate any venture that is determined to be a VIE for which we are the primary beneficiary, or which we otherwise effectively control. The equity held by the remaining owners and their portions of net income (loss) are reflected in stockholders’ equity on the Condensed Consolidated Balance Sheets line item “Noncontrolling interests” and in the Condensed Consolidated Statements of Operations line item “Net income attributable to noncontrolling interests,” respectively.

Summary VIE financial information is as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Revenues			$	56,491					$	8,964					$	127,373					$	34,227
Operating income			$	7,953					$	599					$	18,473					$	2,281
Net income			$	8,824					$	966					$	20,512					$	3,119

Joint Ventures with a Noncontrolling Interest—The Company accounts for unconsolidated joint ventures using a pro-rata basis in the Condensed Consolidated Statements of Operations and as a single line item (“Receivables from and equity in construction joint ventures”) in the Condensed Consolidated Balance Sheets. This method is a permissible modification of the equity method of accounting which is a common practice in the construction industry. Combined financial amounts of joint ventures in which the Company has a noncontrolling interest and the Company’s share of such amounts which are included in the Company’s Condensed Consolidated Financial Statements are shown below:

			September 30, 2024						December 31, 2023
Current assets			$	53,158					$	51,604
Current liabilities			$	(35,023)					$	(10,081)
Receivables from and equity in construction joint ventures			$	7,814					$	17,506

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Revenues			$	23,137					$	17,296					$	59,885					$	49,073
Income before tax			$	2,303					$	7,876					$	6,420					$	16,204
Sterling’s noncontrolling interest:
Revenues			$	11,266					$	6,891					$	29,051					$	19,674
Income before tax			$	1,146					$	3,187					$	3,113					$	6,605

The caption “Receivables from and equity in construction joint ventures” includes undistributed earnings and receivables owed to the Company. Undistributed earnings are typically released to the joint venture partners after the customer accepts the project as completed and the warranty period, if any, has passed.

Other—The use of joint ventures exposes us to a number of risks, including the risk that our partners may be unable or unwilling to provide their share of capital investment to fund the operations of the venture or complete their obligations to us, the venture, or ultimately, the customer. Differences in opinions or views among joint venture partners could also result in delayed decision-making or failure to agree on material issues, which could adversely affect the business and operations of the joint venture. In addition, agreement terms may subject us to joint and several liability for our venture partners, and the failure of our venture partners to perform their obligations could impose additional performance and financial obligations on us. The aforementioned factors could result in unanticipated costs to complete the projects, liquidated damages or contract disputes, including claims against our partners.

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6.			PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

						September 30, 2024						December 31, 2023
Construction and transportation equipment						$	459,594					$	405,242
Buildings and improvements						23,982						21,325
Land						3,054						3,054
Office equipment						4,111						4,023
Total property and equipment						490,741						433,644
Less accumulated depreciation						(220,209)						(189,996)
Total property and equipment, net						$	270,532					$	243,648

Depreciation Expense—Depreciation expense is primarily included within cost of revenues and was $13,083 and $37,689 for the three and nine months ended September 30, 2024, respectively, and $11,121 and $31,320 for the three and nine months ended September 30, 2023, respectively.

7.			OTHER INTANGIBLE ASSETS

The following table presents our acquired finite-lived intangible assets, including the weighted-average useful lives for each major intangible asset category and in total:

									September 30, 2024												December 31, 2023
			Weighted Average Life (Years)						Gross Carrying Amount						Accumulated Amortization						Gross Carrying Amount						Accumulated Amortization
Customer relationships			24						$	328,323					$	(60,145)					$	328,323					$	(49,431)
Trade names			24						58,707						(11,345)						58,707						(9,519)
Non-compete agreements			5						2,487						(2,487)						2,487						(2,170)
Total			24						$	389,517					$	(73,977)					$	389,517					$	(61,120)

    The Company’s intangible amortization expense was $4,280 and $12,857 for the three and nine months ended September 30, 2024, respectively, and $3,736 and $11,209 for the three and nine months ended September 30, 2023, respectively.

8.			DEBT

The Company’s outstanding debt was as follows:

			September 30, 2024						December 31, 2023
Term Loan Facility			$	323,750					$	343,438
Revolving Credit Facility			—						—
Credit Facility			323,750						343,438
Other debt			600						843
Total debt			324,350						344,281
Less - Current maturities of long-term debt			(26,425)						(26,520)
Less - Unamortized debt issuance costs			(1,740)						(2,765)
Total long-term debt			$	296,185					$	314,996

Credit Facility—Our amended credit agreement (as amended, the “Credit Agreement”) provides the Company with senior secured debt financing consisting of the following (collectively, the “Credit Facility”): (i) a senior secured first lien term loan facility (the “Term Loan Facility”) in the aggregate principal amount of $350,000 and (ii) a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $75,000 (with a $75,000 limit for the issuance of letters of credit and a $15,000 sublimit for swing line loans). The obligations under the Credit Facility are secured by substantially all assets of the Company and the subsidiary guarantors, subject to certain permitted liens and interests of other parties. The Credit Facility will mature on April 2, 2026.

As specified in the Credit Agreement, the Term Loan Facility bears interest at either the base rate plus a margin, or at a one-, three- or six-month Term SOFR rate plus a margin, at the Company’s election. At September 30, 2024, the Company

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calculated interest using a Term SOFR rate of 5.35% and an applicable margin of 1.50% per annum, and had a weighted average interest rate of approximately 6.92% per annum during the nine months ended September 30, 2024. Scheduled principal payments on the Term Loan Facility are made quarterly and total approximately $26,300, $26,300 and $6,600 for the years ending 2024, 2025 and 2026, respectively. A final payment of all principal and interest then outstanding on the Term Loan Facility is due on April 2, 2026. For the three and nine months ended September 30, 2024, the Company made scheduled Term Loan Facility payments of $6,562 and $19,688, respectively.

The Revolving Credit Facility bears interest at the same rate options as the Term Loan Facility. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. At September 30, 2024, we had no outstanding borrowings under the $75,000 Revolving Credit Facility.

Debt Issuance Costs—The costs associated with the Credit Facility are reflected on the Condensed Consolidated Balance Sheets as a direct reduction from the related debt liability and amortized over the term of the facility. Amortization of debt issuance costs was $330 and $1,025 for the three and nine months ended September 30, 2024, respectively, and $504 and $1,585 for the three and nine months ended September 30, 2023, respectively, and was recorded as interest expense.

Compliance and Other—The Credit Agreement contains various affirmative and negative covenants that may, subject to certain exceptions, restrict our ability and the ability of our subsidiaries to, among other things, grant liens, incur additional indebtedness, make loans, advances or other investments, make non-ordinary course asset sales, declare or pay dividends or make other distributions with respect to equity interests, purchase, redeem or otherwise acquire or retire capital stock or other equity interests, or merge or consolidate with any other person, among various other things. In addition, the Company is required to maintain certain financial covenants. As of September 30, 2024, we were in compliance with all of our restrictive and financial covenants. The Company’s debt is recorded at its carrying amount in the Condensed Consolidated Balance Sheets. Based upon the current market rates for debt with similar credit risk and maturities, at September 30, 2024 and December 31, 2023, the fair value of our debt outstanding approximated the carrying value, as interest is based on Term SOFR plus an applicable margin.

9.			LEASE OBLIGATIONS

    The Company has operating and finance leases primarily for construction and transportation equipment, as well as office space. The Company’s leases have remaining lease terms of one month to twelve years, some of which include options to extend the leases for up to ten years.

    The components of lease expense are as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Operating lease cost			$	5,639					$	5,577					$	17,014					$	16,041
Short-term lease cost			$	8,380					$	4,512					$	19,282					$	12,637
Finance lease cost:
Amortization of right-of-use assets			$	30					$	56					$	164					$	129
Interest on lease liabilities			9						9						31						13
Total finance lease cost			$	39					$	65					$	195					$	142

    Supplemental cash flow information related to leases is as follows:

			Nine Months Ended September 30,
Cash paid for amounts included in the measurement of lease liabilities:			2024						2023
Operating cash flows from operating leases			$	16,170					$	15,300
Operating cash flows from finance leases			$	31					$	13
Financing cash flows from finance leases			$	164					$	129
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases			$	12,182					$	13,102
Finance leases			$	—					$	664

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    Supplemental balance sheet information related to leases is as follows:

Operating Leases			September 30, 2024						December 31, 2023
Operating lease right-of-use assets			$	54,748					$	57,235
Current portion of long-term lease obligations			$	19,531					$	19,641
Long-term lease obligations			35,445						37,722
Total operating lease liabilities			$	54,976					$	57,363
Finance Leases
Property and equipment, at cost			$	2,011					$	2,011
Accumulated depreciation			(1,392)						(1,232)
Property and equipment, net			$	619					$	779
Current maturities of long-term debt			$	125					$	195
Long-term debt			404						498
Total finance lease liabilities			$	529					$	693
Weighted Average Remaining Lease Term
Operating leases			4.3						3.7
Finance leases			3.8						4.4
Weighted Average Discount Rate
Operating leases			6.0		%				5.8		%
Finance leases			6.9		%				6.6		%

    Maturities of lease liabilities are as follows:

Year Ending December 31,			Operating Leases						Finance Leases
2024 (excluding the nine months ended September 30, 2024)			$	6,059					$	39
2025			21,495						158
2026			15,157						158
2027			5,412						158
2028			2,807						91
2029			4,927						—
Thereafter			7,294						—
Total lease payments			$	63,151					$	604
Less imputed interest			(8,175)						(75)
Total			$	54,976					$	529

10.			COMMITMENTS AND CONTINGENCIES

The Company is required by its insurance providers to obtain and hold standby letters of credit. These letters of credit serve as a guarantee by the banking institution to pay the Company’s insurance providers the incurred claim costs attributable to its general liability, workers’ compensation and automobile liability claims, up to the amount stated in the standby letters of credit, in the event that these claims were not paid by the Company.

The Company, including its construction joint ventures and its consolidated 50% owned subsidiary, is now and may in the future be involved as a party to various legal proceedings that are incidental to the ordinary course of business. The Company regularly analyzes current information about these proceedings and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. Management, after consultation with legal counsel, does not believe that the outcome of these actions will have a material impact on the Condensed Consolidated Financial Statements of the Company. There were no significant unresolved legal issues as of September 30, 2024.

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11.			INCOME TAXES

The Company and its subsidiaries are based in the U.S. and file federal and various state income tax returns. The components of the provision for income taxes were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Current tax expense			$	20,868					$	10,493					$	42,907					$	25,241
Deferred tax expense			2,536						3,398						6,053						10,188
Income tax expense			$	23,404					$	13,891					$	48,960					$	35,429
Cash paid for income taxes			$	19,565					$	10,025					$	33,385					$	24,539

The effective income tax rate for the three and nine months ended September 30, 2024 was 26.4% and 24.2%, respectively. The rate varied from the statutory rate primarily as a result of non-deductible compensation, state income taxes and other permanent differences. The Company incurred a $62 and $3,450 tax benefit for the three and nine months ended September 30, 2024, respectively, for increased tax deductions related to stock compensation.

Uncertain Tax Positions (“UTP”)—The Company's U.S. federal and state income tax returns for 2021 and later are open and subject to examination. Additionally, federal and state NOLs may be adjusted by the taxing authorities for the 2013 and later tax years.

The Company has a UTP liability of $6,732 and an additional liability related to the UTP for penalties of $1,346 and interest of $926 at September 30, 2024. We recognize penalties related to the UTP as administrative expense. The UTP, including penalties and interest, is fully offset by an indemnification receivable at September 30, 2024.

12.			STOCK INCENTIVE PLAN

General—The Company has a stock incentive plan (the “Stock Incentive Plan”) and an employee stock purchase plan (the “ESPP”) that are administered by the Compensation and Talent Development Committee of the Board of Directors. Under the Stock Incentive Plan, the Company can issue shares to employees and directors in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance share units (“PSUs”). Changes in common stock and additional paid in capital during the nine months ended September 30, 2024 primarily relate to activity associated with the Stock Incentive Plan, the ESPP, shares withheld for taxes and repurchases of the Company’s common stock.

Share Grants—During the nine months ended September 30, 2024, the Company granted the following awards under the Stock Incentive Plan:

						Shares						Weighted Average Grant-Date Fair Value per Share
RSAs						8						$	125.28
RSUs						97						$	98.35
PSUs – EPS Based (at target)						44						$	90.58
PSUs – Market Based						195						$	65.57
PSUs – Liability Based						30						$	106.22
Total shares granted						374

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Share Issuances—During the nine months ended September 30, 2024, the Company issued the following shares under the Stock Incentive Plan and the ESPP:

						Shares
RSAs (issued upon grant)						8
RSUs (issued upon vesting)						11
PSUs – EPS Based (issued upon vesting)						321
PSUs – Liability Based (issued upon vesting)						30
ESPP (issued upon sale)						11
Total shares issued						381

Stock-Based Compensation—The Company recognized $4,776 and $13,097 of stock-based compensation expense during the three and nine months ended September 30, 2024, respectively. The Company recognized $3,448 and $9,479 of stock-based compensation expense during the three and nine months ended September 30, 2023, respectively. Included within total stock-based compensation expense for the three and nine months ended September 30, 2024 is $64 and $195, respectively, of expense related to the ESPP, and during the three and nine months ended September 30, 2023, the Company recognized $42 and $116, respectively, of expense related to the ESPP. Additionally, the Company has liability-based PSUs for which the number of shares awarded is not determined until the vesting date. During the three and nine months ended September 30, 2024, the Company recognized $0 and $3,200, respectively, within additional paid in capital for the vesting of liability-based PSUs. During the three and nine months ended September 30, 2023, the Company recognized $0 and $1,725, respectively, within additional paid in capital for the vesting of liability-based PSUs. Stock-based compensation expense is primarily recognized within general and administrative expense. The Company recognizes forfeitures as they occur, rather than estimating expected forfeitures.

Shares Withheld for Taxes—The Company withheld 1 and 127 shares for taxes on the vesting of RSU and PSU stock-based compensation for $144 and $13,408 during the three and nine months ended September 30, 2024, respectively.

Treasury Stock—On December 5, 2023, the Board of Directors approved a program that authorized repurchases of up to $200,000 of the Company’s common stock. Under the program, the Company may repurchase its common stock in the open market or through privately negotiated transactions at such times and at such prices as determined to be in the Company’s best interest. The Company accounts for the repurchase of treasury shares under the cost method. Under the program, the Company repurchased 188 and 487 shares of its common stock for $20,454 and $50,596 during the three and nine months ended September 30, 2024, respectively. The program expires on December 5, 2025 and may be modified, extended or terminated by the Board of Directors at any time.

13.			EARNINGS PER SHARE

The following table reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three and nine months ended September 30, 2024 and 2023:

			Three Months Ended September 30,												Nine Months Ended September 30,
Numerator:			2024						2023						2024						2023
Net income attributable to Sterling common stockholders			$	61,321					$	39,353					$	144,248					$	98,482
Denominator:
Weighted average common shares outstanding — basic			30,735						30,800						30,875						30,733
Shares for dilutive unvested stock and warrants			335						417						309						315
Weighted average common shares outstanding — diluted			31,070						31,217						31,184						31,048
Net income per share attributable to Sterling common stockholders:
Basic			$	2.00					$	1.28					$	4.67					$	3.20
Diluted			$	1.97					$	1.26					$	4.63					$	3.17

There were 64 and 66 weighted average unvested shares that were excluded from the calculation of diluted EPS under the treasury stock method, as they were anti-dilutive, for the three and nine months ended September 30, 2024, respectively. There were no anti-dilutive stock-based equity awards outstanding for the three and nine months ended September 30, 2023.

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14.			SUPPLEMENTAL CASH FLOW INFORMATION

    The following table summarizes the changes in the components of operating assets and liabilities:

			Nine Months Ended September 30,
			2024						2023
Accounts receivable			$	(75,759)					$	(63,685)
Contracts in progress, net			129,287						195,392
Receivables from and equity in construction joint ventures			9,692						(471)
Other current and non-current assets			(427)						(5,322)
Accounts payable			13,053						24,180
Accrued compensation and other liabilities			30,951						18,773
Members' interest subject to mandatory redemption and undistributed earnings			(5,691)						1,015
Changes in operating assets and liabilities			$	101,106					$	169,882

15.			SEGMENT INFORMATION

The Company’s internal and public segment reporting are aligned based upon the services offered by its operating segments. The Company’s operations consist of three reportable segments: E-Infrastructure Solutions, Transportation Solutions and Building Solutions.

The Company’s Chief Operating Decision Maker (“CODM”) evaluates the performance of the operating segment based upon revenue and income from operations. We incur certain expenses at the corporate level that relate to our business as a whole. A portion of these expenses are allocated to our business segments by various methods, but primarily on the basis of usage. The balance of the corporate level expenses are reported in the “Corporate G&A Expense” line, which is primarily comprised of corporate headquarters facility expense, the cost of the executive management team, and other expenses pertaining to certain centralized functions that benefit the entire Company but are not directly attributable to any specific business segment, such as corporate human resources, legal, governance, compliance and finance functions.

The following table presents total revenue and income from operations by reportable segment for the three and nine months ended September 30, 2024 and 2023:

			Three Months Ended September 30,												Nine Months Ended September 30,
Revenues			2024						2023						2024						2023
E-Infrastructure Solutions			$	263,899					$	253,948					$	689,687					$	719,936
Transportation Solutions			227,251						192,996						608,995						455,223
Building Solutions			102,591						113,403						318,241						311,092
Total Revenues			$	593,741					$	560,347					$	1,616,923					$	1,486,251
Operating Income
E-Infrastructure Solutions			$	68,076					$	35,945					$	146,922					$	103,381
Transportation Solutions			18,573						14,487						42,154						29,649
Building Solutions			11,249						12,848						39,837						35,029
Segment Operating Income			97,898						63,280						228,913						168,059
Corporate G&A Expense			(10,334)						(6,040)						(26,353)						(17,680)
Acquisition Related Costs			(72)						(103)						(209)						(352)
Total Operating Income			$	87,492					$	57,137					$	202,351					$	150,027

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This quarterly report on Form 10-Q (“Report”), including the documents incorporated herein by reference, contains statements that are, or may be considered to be, “forward-looking statements” regarding the Company which represent our expectations and beliefs concerning future events. These forward-looking statements are intended to be covered by the safe harbor for certain forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements included or incorporated by reference herein relate to matters that are not based on historical facts and reflect our current expectations as of the date of this Report, regarding items such as: our industry and business outlook, including relating to federal, state and municipal funding for projects, the residential home building market and demand from our customers; business strategy, including the integration of recent acquisitions and the potential for additional future acquisitions; expectations and estimates relating to our backlog; expectations concerning our market position; future operations; margins; profitability; capital expenditures; liquidity and capital resources; and other financial and operating information. Forward-looking statements may use or contain words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “will,” “would” and similar terms and phrases.

Actual events, results and outcomes may differ materially from those anticipated, projected or assumed in the forward-looking statements due to a variety of factors. Although it is not possible to identify all of these factors, they include, among others, the following:

•factors that affect demand for our services or demand in end markets, including economic recessions or volatile economic cycles;

•cost escalations associated with our contracts, due to changes in availability, proximity and cost of materials such as steel, cement, concrete, aggregates, oil, fuel and other construction materials, changes in U.S. trade policies and retaliatory responses from other countries, and cost escalations associated with subcontractors and labor;

•any action or inaction of suppliers, subcontractors, design engineers, joint venture partners, customers, competitors, banks, surety companies and others which is beyond our control, including the failure of suppliers, subcontractors and joint venture partners to perform their obligations;

•factors that affect the accuracy of estimates inherent in the bidding for contracts, estimates of backlog, and “over time” revenue recognition accounting policies, including onsite conditions that differ materially from those assumed in the original bid, contract modifications, mechanical problems with machinery or equipment and effects of other risks referenced below;

•changes in costs to lease, acquire or maintain our equipment;

•changes in general economic conditions, including reductions in federal, state and local government funding for projects, changes in those governments’ budgets, practices, laws and regulations and interest rate fluctuations and other adverse economic factors beyond our control in our geographic markets;

•the presence of competitors with greater financial resources or lower margin requirements than ours, and the impact of competitive bidders on our ability to obtain new backlog at reasonable margins acceptable to us;

•design/build contracts which subject us to the risk of design errors and omissions;

•our ability to obtain bonding or post letters of credit;

•adverse weather conditions;

•potential disruptions, failures or security breaches of the information technology systems on which we rely to conduct our business;

•potential risks and uncertainties relating to major public health crises;

•our dependence on a limited number of significant customers;

•our ability to attract and retain key personnel;

•increased unionization of our workforce or labor costs and any work stoppages or slowdowns;

•federal, state and local environmental laws and regulations where non-compliance can result in penalties and/or termination of contracts as well as civil and criminal liability;

•citations issued by any governmental authority, including the Occupational Safety and Health Administration;

•our ability to qualify as an eligible bidder under government contract criteria;

•delays or difficulties related to the completion of our projects, including additional costs, reductions in revenues or the payment of liquidated damages, or delays or difficulties related to obtaining required governmental permits and approvals;

•any prolonged shutdown of the government;

•our ability to successfully identify, finance, complete and integrate recent and potential acquisitions;

•our ability to raise additional capital in the future on favorable terms or at all;

•our ability to generate cash flows sufficient to fund our financial commitments and objectives;

•our ability to meet the terms and conditions of our debt obligations and covenants; and

•the other risks discussed in more detail in the Company’s annual report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) under “Part I, Item 1A. Risk Factors,” other portions of this Report, or our other filings with the Securities and Exchange Commission (the “SEC”).

In reading this Report, you should consider these factors carefully in evaluating any forward-looking statements and you are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements reflect our current expectations as of the date of this Report regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, we may make changes to our business plans that could affect our results. Although we believe that our plans, intentions and expectations reflected in, or suggested by, the forward-looking statements that we make in this Report are reasonable, we can provide no assurance that they will be achieved.

The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, and notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes.

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OVERVIEW

General—Sterling Infrastructure, Inc., (“Sterling,” “the Company,” “we,” “our” or “us”) operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and the Pacific Islands. E-Infrastructure Solutions provides advanced, large-scale site development services for manufacturing, data centers, e-commerce distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work and plumbing services for new single-family residential builds. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way.

MARKET OUTLOOK AND TRENDS

We see favorable opportunities for long-term growth across each of our business segments. We remain focused on our strategic objectives which include: 1) growth in our E-Infrastructure Solutions segment, with particular focus on large, high-value projects; 2) risk reduction through a continued shift in our Transportation Solutions business away from low-bid heavy highway work, toward alternative delivery and design-build projects; 3) continuing to grow market share and geographic presence in Building Solutions; and 4) improving our margins in each of our segments.

E-Infrastructure Solutions—Our E-Infrastructure Solutions business is driven by our customers’ investments in the development of data centers, advanced manufacturing centers, e-commerce distribution centers and warehouses. We foresee significant growth opportunities tied to the implementation of multi-year capital deployment plans by customers in the data center, electric vehicle (EV), battery, solar, food and semiconductor manufacturing markets. In the data center market, we are benefiting from activity related to the development of multiphase hyperscale data centers, driven by demand related to Artificial Intelligence (AI) and other emerging technologies. Additionally, we have been awarded several large projects related to investments in EV and solar products. We anticipate continued strong demand from these and other technology sectors, supported by Federal government investment initiatives and incentives. While the majority of our end customers are demonstrating strong performance, in 2023 we experienced a decline in large e-commerce distribution center and small warehouse activity. We expect these markets will remain subdued through 2024.

Transportation Solutions—Our Transportation Solutions business is primarily driven by federal, state and municipal funding. Federal funds, on average, provide 50% of annual State Department of Transportation capital outlays for highway and bridge projects. We benefit from a number of federal, state and local infrastructure investment programs. At the state and local level, the November 2020 elections saw strong support for transportation initiatives with the passage of many ballot measures that secured, and in some cases increased, funding. At the Federal level, the November 2021 Infrastructure Investments and Jobs Act (“IIJA”) includes approximately $643 billion in funding for transportation programs ($432 billion for highways, $109 billion for transportation and $102 billion for rail), of which $284 billion is an increase over historic investment levels that will fund new transportation infrastructure. The IIJA also includes $25 billion of funding for airport modernization. As a result of the IIJA, we had an increase in bid activity and project awards which started in the third quarter of 2022 and continued through the third quarter of 2024. We expect this positive trend to continue for the foreseeable future. Aviation activity, which was slower to emerge following the passage of the IIJA, has begun to accelerate.

Building Solutions—Our Building Solutions segment is comprised of our residential slab, residential plumbing, and commercial businesses. The segment is driven by new home starts in Dallas-Fort Worth, the segment’s largest market, and continued expansion in the Houston and Phoenix markets. Building Solutions’ core customer base includes top national, regional and custom home builders. We believe the dynamics in our markets, including population growth and structural housing shortages, support growth opportunities over a multi-year period. In 2024, residential demand has been impacted by a slowdown in activity, particularly in the Dallas market. This lull in demand appears to be a function of prospective homebuyers taking a “wait-and-see” approach to potential additional interest rate cuts. We believe that activity will re-accelerate in 2025. For our commercial business, demand in the multi-family home market increased in the first three quarters of 2023 but slowed late in the year. We expect continued declines in this market in 2024.

BACKLOG

Our remaining performance obligations on our projects, as defined in ASC 606, do not differ from what we refer to as “Backlog.” Our Backlog represents the amount of revenues we expect to recognize in the future from our contract commitments on projects. The contracts in Backlog are typically completed in 6 to 36 months. Our unsigned awards (“Unsigned Awards”) are excluded from Backlog until the contract is executed by our customer. We refer to the combination of our Backlog and Unsigned Awards as “Combined Backlog.” Our book-to-burn ratio is determined by taking our additions to Backlog and

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dividing it by revenue for the applicable period. This metric allows management to monitor the Company’s business development efforts to ensure we grow our Backlog and our business over time, and management believes that this measure is useful to investors for the same reason.

At September 30, 2024, our Backlog was $2.06 billion, as compared to $2.07 billion at December 31, 2023, with a book-to-burn ratio of 1.0X for the nine months ended September 30, 2024. The Company’s margin in Backlog has increased to 16.8% at September 30, 2024 from 15.2% at December 31, 2023, driven by a greater mix of E-Infrastructure Solutions backlog and an improved backlog margin mix within Transportation Solutions.

Unsigned Awards were $319.6 million at September 30, 2024 and $303.2 million at December 31, 2023. Combined Backlog totaled $2.37 billion at both September 30, 2024 and December 31, 2023, with a book-to-burn ratio of 1.0X for the nine months ended September 30, 2024.

RESULTS OF OPERATIONS

Consolidated Results

Consolidated financial highlights for the three and nine months ended September 30, 2024 and 2023 are as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(In thousands)			2024						2023						2024						2023
Revenues			$	593,741					$	560,347					$	1,616,923					$	1,486,251
Gross profit			129,799						91,867						319,446						245,883
General and administrative expense			(30,672)						(25,237)						(85,826)						(72,592)
Intangible asset amortization			(4,280)						(3,736)						(12,857)						(11,209)
Acquisition related costs			(72)						(103)						(209)						(352)
Other operating expense, net			(7,283)						(5,654)						(18,203)						(11,703)
Operating income			87,492						57,137						202,351						150,027
Interest, net			1,305						(3,107)						335						(14,189)
Income before income taxes and noncontrolling interests			88,797						54,030						202,686						135,838
Income tax expense			(23,404)						(13,891)						(48,960)						(35,429)
Less: Net income attributable to noncontrolling interests			(4,072)						(786)						(9,478)						(1,927)
Net income attributable to Sterling common stockholders			$	61,321					$	39,353					$	144,248					$	98,482

Gross margin			21.9		%				16.4		%				19.8		%				16.5		%

Revenues—Revenues were $593.7 million for the third quarter of 2024, an increase of $33.4 million, or 6.0%, compared to the third quarter of 2023. The increase was driven by a $34.3 million increase in Transportation Solutions and a $10.0 million increase in E-Infrastructure Solutions, partly offset by a $10.8 million decrease in Building Solutions.

Revenues were $1.62 billion for the nine months ended September 30, 2024, an increase of $130.7 million, or 8.8%, compared to the nine months ended September 30, 2023. The increase was driven by a $153.8 million increase in Transportation Solutions and a $7.1 million increase in Building Solutions, partly offset by a $30.2 million decrease in E-Infrastructure Solutions.

Gross profit and margin—Gross profit was $129.8 million for the third quarter of 2024, an increase of $37.9 million, or 41.3%, compared to the third quarter of 2023. The Company’s gross margin as a percentage of revenue increased to 21.9% in the third quarter of 2024, as compared to 16.4% in the third quarter of 2023.

Gross profit was $319.4 million for the nine months ended September 30, 2024, an increase of $73.6 million, or 29.9%, compared to the nine months ended September 30, 2023. The Company’s gross margin as a percentage of revenue increased to 19.8% for the nine months ended September 30, 2024, as compared to 16.5% for the nine months ended September 30, 2023. The increases were driven by the aforementioned higher volume, an improved project margin mix across all segments, and the inclusion of the Texas plumbing business acquired in late 2023.

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Contracts in progress that were not substantially complete totaled approximately 220 and 230 at September 30, 2024 and 2023, respectively. These contracts are of various sizes, of different expected profitability and in various stages of completion. The nearer a contract progresses toward completion, the more visibility the Company has in refining its estimate of total revenues (including incentives, delay penalties and change orders), costs and gross profit. Thus, gross profit as a percentage of revenues can increase or decrease from comparable and subsequent quarters due to variations among contracts and depending upon the stage of completion of contracts.

General and administrative expense—General and administrative expenses were $30.7 million, or 5.2% of revenue, for the third quarter of 2024, compared to $25.2 million, or 4.5% of revenue, for the third quarter of 2023. General and administrative expenses were $85.8 million, or 5.3% of revenue, for the nine months ended September 30, 2024, compared to $72.6 million, or 4.9% of revenue, for the nine months ended September 30, 2023. The increases reflect incremental G&A from the Texas plumbing business acquired in late 2023, growth, and inflation. The Company anticipates that general and administrative expense will be approximately 5% of revenue for the full year 2024.

Other operating expense, net—Other operating expense, net, includes 50% of earnings related to members’ interest of our consolidated 50% owned subsidiary, earn-out and other miscellaneous operating income or expense. Members’ interest earnings are treated as an expense and increase the liability account.

The change in other operating expense, net, for the third quarter of 2024 was an increase of $1.6 million over the prior year third quarter. Members’ interest earnings increased by $0.6 million during the third quarter of 2024 to $6.3 million from $5.7 million in the third quarter of 2023 and earn-out expense increased to $1.0 million during the third quarter of 2024, compared to none in the third quarter of 2023.

The change in other operating expense, net, for the nine months ended September 30, 2024 was an increase of $6.5 million over the prior year nine months. Members’ interest earnings increased by $3.5 million during the nine months ended September 30, 2024 to $15.2 million from $11.7 million in the prior year nine months and earn-out expense increased to $3.0 million during the nine months ended September 30, 2024, compared to none in the prior year nine months.

Interest, net—Combined interest expense and income was net income of $1.3 million for the third quarter of 2024, compared to net expense of $3.1 million for the third quarter of 2023, and net income of $0.3 million for the nine months ended September 30, 2024, compared to net expense of $14.2 million for the nine months ended September 30, 2023. The three and nine months ended September 30, 2024 decreases in net expense were driven by higher interest income due to increased interest rates in 2024 on our growing cash balance.

Income taxes—The effective income tax rate was 26.4% for the third quarter of 2024 and 24.2% for the nine months ended September 30, 2024. The rates varied from the statutory rate primarily as a result of non-deductible compensation, state income taxes and other permanent differences. The Company incurred a $0.1 million and $3.5 million tax rate benefit for the three and nine months ended September 30, 2024, respectively, for increased tax deductions related to stock compensation. The Company anticipates an effective income tax rate for the full year 2024 of approximately 24%. See Note 11 - Income Taxes for more information.

Segment Results

The Company’s operations consist of three reportable segments: E-Infrastructure Solutions, Transportation Solutions and Building Solutions. We incur expenses at the corporate level that relate to our business as a whole. A portion of these expenses are allocated to our business segments by various methods, but primarily on the basis of usage. The unallocated remainder is reported in the “Corporate G&A Expense” line, which is primarily comprised of corporate headquarters facility expense, the cost of the executive management team, and other expenses pertaining to certain centralized functions that benefit the entire Company but are not directly attributable to any specific business segment, such as corporate human resources, legal, governance, compliance and finance functions.

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(In thousands)			Three Months Ended September 30,																											Nine Months Ended September 30,
Revenues			2024						% of Revenue						2023						% of Revenue																		2024						% of Revenue						2023						% of Revenue
E-Infrastructure Solutions			$	263,899					45%						$	253,948					45%																		$	689,687					43%						$	719,936					48%
Transportation Solutions			227,251						38%						192,996						35%																		608,995						37%						455,223						31%
Building Solutions			102,591						17%						113,403						20%																		318,241						20%						311,092						21%
Total Revenues			$	593,741											$	560,347																							$	1,616,923											$	1,486,251
Operating Income
E-Infrastructure Solutions			$	68,076					25.8%						$	35,945					14.2%																		$	146,922					21.3%						$	103,381					14.4%
Transportation Solutions			18,573						8.2%						14,487						7.5%																		42,154						6.9%						29,649						6.5%
Building Solutions			11,249						11.0%						12,848						11.3%																		39,837						12.5%						35,029						11.3%
Segment Operating Income			97,898						16.5%						63,280						11.3%																		228,913						14.2%						168,059						11.3%
Corporate G&A Expense			(10,334)												(6,040)																								(26,353)												(17,680)
Acquisition Related Costs			(72)												(103)																								(209)												(352)
Total Operating Income			$	87,492					14.7%						$	57,137					10.2%																		$	202,351					12.5%						$	150,027					10.1%

E-Infrastructure Solutions

Revenues—Revenues were $263.9 million for the third quarter of 2024, an increase of $10.0 million, or 3.9%, compared to the third quarter of 2023. The increase was primarily driven by higher volume from data centers, partly offset by the timing of advanced manufacturing projects and lower volume from warehouses and other small projects.

Revenues were $689.7 million for the nine months ended September 30, 2024, a decrease of $30.2 million, or 4.2%, compared to the nine months ended September 30, 2023. The decrease was primarily driven by the timing of advanced manufacturing projects, lower volume from warehouses and other small projects, and delays due to inclement weather in the first quarter, partly offset by higher volume from data centers.

Operating income—Operating income was $68.1 million, or 25.8% of revenue, for the third quarter of 2024, an increase of $32.1 million, compared to $35.9 million, or 14.2% of revenue, for the third quarter of 2023. Operating income was $146.9 million, or 21.3% of revenue, for the nine months ended September 30, 2024, an increase of $43.5 million, compared to $103.4 million, or 14.4% of revenue, for the nine months ended September 30, 2023. The increases in operating income and margin were driven by a mix shift toward large mission-critical projects, partly offset by lower volume from warehouses and other small commercial projects and by the timing of advanced manufacturing projects.

Transportation Solutions

Revenues—Revenues were $227.3 million for the third quarter of 2024, an increase of $34.3 million, or 17.7%, compared to the third quarter of 2023, and revenues were $609.0 million for the nine months ended September 30, 2024, an increase of $153.8 million, or 33.8%, compared to the nine months ended September 30, 2023. The increases were driven by higher heavy highway, aviation and other non-highway services revenue.

Operating Income—Operating income was $18.6 million, or 8.2% of revenue, for the third quarter of 2024, an increase of $4.1 million, compared to $14.5 million, or 7.5% of revenue, for the third quarter of 2023. Operating income was $42.2 million, or 6.9% of revenue, for the nine months ended September 30, 2024, an increase of $12.5 million, compared to $29.6 million, or 6.5% of revenue, for the nine months ended September 30, 2023. The increases in operating income and margin were driven by an improved project margin mix and the aforementioned higher revenue.

Building Solutions

Revenues—Revenues were $102.6 million for the third quarter of 2024, a decrease of $10.8 million, or 9.5%, compared to the third quarter of 2023. The decrease was primarily driven by lower commercial volume and fewer residential slabs completed compared to the third quarter of 2023. Our residential concrete slab and plumbing businesses were impacted by a slowdown in the Dallas market in the quarter, as prospective homebuyers appear to be waiting on the sidelines in expectation of future interest rate reductions. The decrease was partly offset by the inclusion of $14.8 million from the Texas plumbing business acquired in late 2023.

Revenues were $318.2 million for the nine months ended September 30, 2024, an increase of $7.1 million, or 2.3%, compared to the nine months ended September 30, 2023. The increase was primarily driven by the inclusion of $47.7 million

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from the Texas plumbing business acquired in late 2023 and an increase in residential slabs completed in the Arizona market compared to 2023, partly offset by fewer residential slabs completed in the Texas markets compared to 2023.

Operating income—Operating income was $11.2 million, or 11.0% of revenue, for the third quarter of 2024, a decrease of $1.6 million, compared to $12.8 million, or 11.3% of revenue, for the third quarter of 2023. The decreases in operating income and margin were driven by builders having a shortage of developed land in the quarter, partly offset by by the inclusion of the Texas plumbing business.

Operating income was $39.8 million, or 12.5% of revenue, for the nine months ended September 30, 2024, an increase of $4.8 million, compared to $35.0 million, or 11.3% of revenue, for the nine months ended September 30, 2023. The increases in operating income and margin were driven by the inclusion of the Texas plumbing business and a mix shift towards residential, which has higher margins than commercial.

LIQUIDITY AND SOURCES OF CAPITAL

Cash and Cash Equivalents—Total cash and cash equivalents at September 30, 2024 and December 31, 2023 includes the following components:

(In thousands)			September 30, 2024						December 31, 2023
Generally Available			$	486,034					$	362,884
Consolidated 50% Owned Subsidiaries			92,543						72,007
Construction Joint Ventures			69,550						36,672
Total cash and cash equivalents			$	648,127					$	471,563

The following table presents consolidated information about our cash flows:

(In thousands)			Nine Months Ended September 30,
Net cash provided by (used in):			2024						2023
Operating activities			$	322,835					$	331,215
Investing activities			(62,302)						(25,637)
Financing activities			(83,969)						(81,445)
Net change in cash and cash equivalents			$	176,564					$	224,133

Operating Activities—During the nine months ended September 30, 2024, net cash provided by operating activities was $322.8 million, compared to net cash provided by operating activities of $331.2 million for the nine months ended September 30, 2023. Cash flows provided by operating activities were primarily driven by higher operating income and changes in our accounts receivable, net contracts in progress and accounts payable balances (collectively, “Contract Capital”), as discussed below.

Changes in Contract Capital—The change in operating assets and liabilities varies due to fluctuations in operating activities and investments in Contract Capital. The changes in components of Contract Capital during the nine months ended September 30, 2024 and 2023 were as follows:

			Nine Months Ended September 30,
(In thousands)			2024						2023
Contracts in progress, net			$	129,287					$	195,392
Accounts receivable			(75,759)						(63,685)
Receivables from and equity in construction joint ventures			9,692						(471)
Accounts payable			13,053						24,180
Change in Contract Capital, net			$	76,273					$	155,416

During the nine months ended September 30, 2024, the change in Contract Capital was $76.3 million, which was primarily driven by the E-Infrastructure Solutions segment due to the increased size and duration of its projects in progress. The Company’s Contract Capital fluctuations are impacted by the mix of projects in Backlog, seasonality, the timing of new awards and related payments for work performed and the contract billings to the customer as projects are completed. Contract Capital is also impacted at period-end by the timing of accounts receivable collections and accounts payable payments for projects.

Investing Activities—During the nine months ended September 30, 2024, net cash used in investing activities was $62.3 million, compared to net cash used of $25.6 million in the nine months ended September 30, 2023. The net cash used during

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this year was primarily driven by $65.3 million for purchases of capital equipment, partly offset by $7.8 million of cash proceeds from the sale of property and equipment. Capital equipment is acquired as needed to support changing levels of production activities and to replace retiring equipment.

Financing Activities—During the nine months ended September 30, 2024, net cash used in financing activities was $84.0 million, compared to net cash used of $81.4 million for the nine months ended September 30, 2023. The financing cash outflow during this year was primarily driven by $50.6 million for the repurchase of common stock, $19.7 million of repayments on the Term Loan Facility, and $13.4 million for withholding taxes paid on the net share settlement of vested equity awards.

Capital Strategy—The Company will continue to explore additional revenue growth and capital alternatives to improve leverage and strengthen its financial position in order to take advantage of trends in the civil infrastructure and E-infrastructure markets. The Company expects to pursue strategic uses of its cash, such as, investing in projects or businesses that meet its gross margin targets and overall profitability, managing its debt balances and repurchasing shares of its common stock.

JOINT VENTURES

We participate in various construction joint venture partnerships in order to share expertise, risk and resources for certain highly complex projects. The joint venture’s contract with the project owner typically requires joint and several liability among the joint venture partners. Although our agreements with our joint venture partners provide that each party will assume and fund its share of any losses resulting from a project, if one of our partners was unable to pay its share, we would be fully liable for such share under our contract with the project owner. Circumstances that could lead to a loss under these guarantee arrangements include a partner’s inability to contribute additional funds to the venture in the event that the project incurred a loss or additional costs that we could incur should the partner fail to provide the services and resources toward project completion to which it committed in the joint venture agreement. See the 2023 Form 10-K under “Part I, Item 1A. Risk Factors.”

 At September 30, 2024, there was approximately $174 million of construction work to be completed on unconsolidated construction joint venture contracts, of which approximately $85 million represented our proportionate share. Due to the joint and several liability under our joint venture arrangements, if one of our joint venture partners fails to perform, we and the remaining joint venture partners would be responsible for completion of the outstanding work. As of September 30, 2024, we are not aware of any situation that would require us to fulfill responsibilities of our joint venture partners pursuant to the joint and several liability under our contracts.

NEW ACCOUNTING STANDARDS

See Note 2 - Basis of Presentation and Significant Accounting Policies for a discussion of new accounting standards.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the Company’s discussion of critical accounting estimates from those described in Item 7 of our 2023 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Our interest rate risk relates primarily to fluctuations in variable interest rates on our revolving credit facility and term loan facility (collectively, the “Credit Facility”) and our cash and cash equivalents balance. Our indebtedness as of September 30, 2024 included $323.8 million of variable rate debt under our Credit Facility. At September 30, 2024 a 100-basis point (or 1%) increase or decrease in the interest rate would increase or decrease interest expense by approximately $3.2 million per year. As of September 30, 2024, we held cash and cash equivalents of $648.1 million. At September 30, 2024 a 100-basis point (or 1%) increase or decrease in the interest rate would increase or decrease interest income by approximately $6.5 million per year.

Other

Fair Value—The carrying values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair values because of the short-term nature of these instruments. Based upon the current market rates for debt with similar credit risk and maturities, at September 30, 2024, the fair value of our debt outstanding approximated the carrying value, as interest is based on Term SOFR plus an applicable margin.

Inflation—While inflation did not have a material impact on our financial results for many years, since 2021, supply chain volatility and inflation has resulted in price increases in oil, fuel, lumber, concrete, steel and labor which have increased our

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cost of operations, and inflation has increased our general and administrative expense. Anticipated cost increases are considered in our bids to customers; however, inflation has had, and may continue to have, a negative impact on the Company’s financial results.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, but are not limited to, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s principal executive officer and principal financial officer reviewed and evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of September 30, 2024. As previously disclosed, we completed the PPG business acquisition on November 16, 2023 and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude the acquired business operations of PPG from the scope of design and operation of our disclosure controls and procedures for the quarter ended September 30, 2024. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective at September 30, 2024 to ensure that the information required to be disclosed by the Company in this Report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to the Company’s management including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting may not prevent or detect all errors and all fraud. Also, projections of any evaluation of effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company, including its construction joint ventures and its consolidated 50% owned subsidiary, is now and may in the future be involved as a party to various legal proceedings that are incidental to the ordinary course of business. The Company reviews current information about these proceedings and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. See Note 10 - “Commitments and Contingencies”, included in the unaudited Notes to our Condensed Consolidated Financial Statements included in Part 1 Item 1. Condensed Consolidated Financial Statements of this Report for additional information.

Item 1A. Risk Factors

There have not been any material changes from the risk factors previously disclosed in “Part I, Item 1A. Risk Factors” of the 2023 Form 10-K. You should carefully consider such risk factors, which could materially affect the business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth certain information with respect to repurchases of our common stock in the open market during the quarter ended September 30, 2024 (in thousands, except price per share data):

Period						Total number of shares (or units) purchased (1)						Average price paid per share (or unit)						Total number of shares (or units) purchased as part of publicly announced plans or programs (1)						Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1)
July 1 – July 31, 2024						58						$	113.28					58						$	163,282
August 1 – August 31, 2024						130						$	107.06					130						$	149,404
September 1 – September 30, 2024						0						$	0.00					0						$	149,404
Total						188						$	108.99					188
(1) On December 5, 2023, the Board of Directors approved a program that authorized repurchases of up to $200,000 of the Company’s common stock. Under the program, the Company may repurchase its common stock in the open market or through privately negotiated transactions at such times and at such prices as determined to be in the Company’s best interest. The program expires on December 5, 2025 and may be modified, extended or terminated by the Board of Directors at any time.

Items 3 and 4 are not applicable and have been omitted.

Item 5. Other Information

During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Actual sale transactions for pre-existing “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules and regulations.

Effective November 4, 2024, the Company’s Board of Directors (the “Board”) amended and restated the Company’s Amended and Restated By-laws (as amended and restated, the “Bylaws”) primarily to clarify and implement certain procedural and disclosure requirements for the Company’s stockholders proposing director nominees for consideration at its annual or special meetings of stockholders in connection with the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (“Rule 14a-19”). The amendments also modify certain other provisions to align the Bylaws more closely with the Delaware General Corporation Law (the “DGCL”) and current market practices.

Among other changes, the amendments to the Bylaws:

•Modify the provisions relating to the principal office, adjournment procedures, notice requirements, accessing the stockholder list, and emergency bylaws to align more closely to the DGCL (Article I, Article II, Sections 2.3 and 2.8, Article III, Section 3.11).

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•Provide that the Company will disregard business proposals or director nominations, notwithstanding that proxies or votes regarding the same may have been received by the Company, if a stockholder does not provide the required information or comply with applicable requirements of the Bylaws or Rule 14a-19 (Article II, Section 2.7(a) and (b)).

•Clarify and update certain procedural requirements for director nominations or business proposals relating to the requirements for a proper stockholder’s notice and for any update and supplement of such information to be accurate and timely (Article II, Section 2.7(a), (b) and (c)).

•Add the term “Stockholder Associated Person” for consistency in the use of the terms “beneficial owner,” “affiliates” and “associate” and to remove the concept of “acting in concert” (Article II, Section 2.7(a), (b) and (d)).

•Update certain other procedural requirements for director nominations made by stockholders primarily to address Rule 14a-19, which include (1) requiring compliance with Rule 14a-19, (2) not allowing additional or substitute nominees following expirations of applicable notice deadlines, (3) limiting the number of stockholder nominees to the number of directors to be elected, (4) requiring a stockholder’s notice to include certain representations regarding the stockholder’s solicitation and (5) requiring reasonable documentary evidence of compliance with such representations and compliance with Rule 14a-19 (Article II, Section 2.7(b)); and require that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white (Article II, Section 2.6).

•Revise the description of the officers of the Company to better align with the current powers and duties of such officers (Article IV).

The Bylaws also include certain ministerial, technical, conforming, modernizing, streamlining and clarifying changes. The foregoing description is qualified in its entirety by the Bylaws which are attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 6. Exhibits

The following exhibits are filed with this Report:

Exhibit No.			Exhibit Title
3.1 (1)			Composite Certificate of Incorporation of Sterling Infrastructure, Inc. as amended through May 3, 2023 (incorporated by reference to Exhibit 3.1 to Sterling Infrastructure, Inc.’s Registration Statement on Form 8-A, filed on May 12, 2023 (SEC File No. 1-31993)).
3.2 (2)			Amended and Restated Bylaws of Sterling Infrastructure, Inc.
4.1 (1)			Form of Common Stock Certificate of Sterling Infrastructure, Inc. (incorporated by reference to Exhibit 4.1 to Sterling Infrastructure, Inc.'s Registration Statement on Form 8-A, filed on May 12, 2023 (SEC File No. 1-31993)).
31.1 (2)			Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2 (2)			Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
32.1 (3)			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2 (3)			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101.INS			Inline XBRL Instance Document—The instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

(1) Incorporated by reference to the filing indicated

(2) Filed herewith

(3) Furnished herewith

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			STERLING INFRASTRUCTURE, INC.
Date: November 7, 2024			By:			/s/ Sharon R. Villaverde
						Sharon R. Villaverde
						Chief Financial Officer and Duly Authorized Officer

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