MYR Group Annual Report 2018

Plain-text annual report

2018 ANNUAL REPORT 2 0 1 8 A N N U A L R E P O R T MARCH 6, 2019 DEAR STOCKHOLDERS In 2018, MYR Group achieved another record year in revenues, delivering solid financial returns. Through safe and successful project execution, strong leadership, and consistent application of our organic and acquisition growth initiatives, we strengthened our market position and paved the way for future growth in both our Transmission and Distribution (T&D) and Commercial and Industrial (C&I) electrical construction segments. NOTEWORTHY 2018 HIGHLIGHTS: 1. RECORD REVENUES Achieved record revenues of $1.531 billion, an increase of 9.1 percent over 2017. 2. RECORD BACKLOG Reached record backlog of $1.147 billion. 3. STRATEGIC ACQUISITION Acquired Huen Electric, which expanded our U.S. C&I service offerings and geographic reach throughout the upper Midwest and Northeast. 4. OUTSTANDING SAFETY PERFORMANCE Continued excellent safety performance demonstrating our commitment to the well-being of our people through our investments in the latest training, tools, and technology. Our results reflect continued progress in expanding our capabilities and geographic reach, effectively serving our clients, adopting new operational efficiencies, and delivering positive returns to our stockholders. MYR Group’s financial performance and operational initiatives continue to support our position as a solid, integrated, reliable leader in the electrical construction industry -- backed by a culture built on time-tested values that have guided and inspired us for over a century. We believe our performance and expanded service offerings further enhance our reputation as a high- value provider in this healthy market environment. To maintain this position, we continually examine our business, competitors, and industry dynamics to formulate a sustainable growth model that not only makes us bigger – but better. We began work on the Harry Allen to Eldorado project in Clark County, Nevada. This 60-mile 500kV transmission line project, which is scheduled for 2020 completion, was awarded to Desert Link, LLC (a subsidiary of LS Power). We were selected by LS Power as a teaming partner to provide construction services. TRANSMISSION & DISTRIBUTION Throughout 2018, our T&D segment engaged in efforts to optimize operational efficiencies, strengthen valued industry relationships, and refine our estimating and project delivery expertise. Our increase in T&D backlog reflects the strength of these efforts as we secured new work that includes projects of different sizes, types and delivery methods. This also reinforces our solid competitive position in this robust market. Further strengthening and maintaining strong alliances with our valued clients continued to provide ongoing, repeat work throughout many of our service areas. Consistently anticipating our clients’ needs and providing innovative solutions is an important part of what sets us apart from our competition. This year we were awarded our first competitive transmission project with Midwest Independent System Operators (MISO) - the 33-mile, Duff to Coleman 345kV transmission line project in Indiana and Kentucky. Other notable project awards included the Silver Run 230kV substation and transmission line project, which is part of the Artificial Island solution to relieve congestion in the Northeastern U.S.; the Rochester Area Reliability Project in New York which consists of two new 115kV transmission lines and one new 345kV transmission line; and the electrical design and construction portion of the mid-Atlantic’s first off-shore wind project, the Coastal Virginia Offshore Wind project. Work continues across the nation on projects begun in 2018, such as the Surry to Skiffes Creek 500kV transmission line project in Virginia and the Harry Allen to Eldorado 500kV transmission line project in Nevada. Distribution work has increased as we perform services through several ongoing alliance contracts for clients across the country. Last year our distribution crews also restored power to communities impacted by storm events, namely hurricanes Florence and Matthew in Florida and North Carolina. As we head into 2019, we expect continued strength in opportunities through a steady flow of small to medium-sized projects coming to market. Aging infrastructure, technology advancements, reliability and grid protection continue to fuel the need for ongoing investments in transmission, distribution and substation projects and we remain in a solid, competitive position to capitalize on new opportunities. COMMERCIAL & INDUSTRIAL Our C&I segment’s solid financial performance, diverse project portfolio, and continued growth in 2018 are evidence that our efforts to capture new and varied opportunities are proving successful. We established a strong backlog of C&I work in 2018, with project awards that reflect our range of expertise and geographic reach. Strengthening our preconstruction capabilities and building trusted relationships paved the way for opportunities such as the award of the Central 70 project in Denver, Colorado; as well as other transportation, healthcare, and high-tech projects throughout our markets. Our specialized training programs also contributed to awards on complex healthcare and high-tech facility projects including expansions for both a data center and a chip manufacturing facility in Phoenix, and a new hospital expansion in Denver. The transportation market continued to provide opportunities in roadway, rail transit, and aviation projects. Our successful track record of performance and depth of experience contributed to awards of critical highway expansion projects throughout many of our operating regions. The acquisition of Huen Electric, which expanded our geographic reach and ability to serve C&I clients with a national presence, provided continued growth for our C&I segment. Through integrating systems and collaborating on best practices, our various district offices are better equipped to combine resources, capitalize on new opportunities and extend offerings across a wide footprint. Looking ahead, we expect healthy growth in both our new and established C&I markets, and believe our core competencies in healthcare, transportation, data centers, commercial, industrial, aviation, and manufacturing place us in a favorable light as we compete for project awards. We remain diligent in working together with our clients, staying aware of industry developments and new technologies, understanding our competition, developing our employees, and expanding our service offerings to more customers throughout the U.S. and western Canada. These efforts support our goals to provide best-in-class solutions for our clients. A notable 2018 milestone was commencing work on the Central 70 project in Denver, Colorado. This marks one of the largest infrastructure projects in Colorado’s history, and the largest contract ever awarded to our transportation division. WHAT'S NEXT Our momentum heading into 2019 is exciting, and the markets we serve remain strong. Our leadership team shares a commitment to growth, innovation, and collaboration. We have established talented people at every level of the organization that strengthen one another through common goals and consistent communications. We remain focused on our key strategic imperatives of delivering positive financial results, maintaining operational and organizational excellence, ensuring safety is paramount, and providing optimal customer satisfaction. This allows us to execute a sustainable, long-term growth model, and to evolve and operate most effectively in an ever-changing business climate. We expect to grow profitably with a continued focus on our culture that places safety, integrity, learning, collaboration, innovation, diversity and social responsibility at its core. By doing so, we will persist in attracting, developing, and retaining the best people in the industry. We believe in building strong, resilient, and sustainable communities and creating ways for our employees to contribute to causes that they care about. Coming together for the greater good promotes positive change and we are proud to invest our time, resources and energy. We are inspired, committed, and proud of our achievements. We thank our wonderful employees, customers, and stockholders for supporting us on this journey. Sincerely, Richard S. Swartz President and Chief Executive Officer Kenneth M. Hartwick Chairman of the Board WELCOME NEW BOARD MEMBERS In April, our Board appointed Ken Hartwick as MYR Group’s Chairman. Ken has been a Board member since 2015, serving on the Board’s Audit Committee and Nominating and Corporate Governance Committee. His valuable expertise and leadership has and will continue to benefit MYR Group. In July, we welcomed Jennifer Lowry as a new MYR Group Board and Audit Committee member. Jennifer brings industry knowledge, strong leadership, and a diverse set of governance skills. FINANCIAL SUMMARY (Dollars in thousands, except per share data) SUMMARY BALANCE SHEET Total current assets Property and equipment, net Goodwill Intangible assets, net Other assets Total assets Current liabilities Long-term debt Other long-term liabilities Stockholders’ equity (1) Total liabilities and stockholders’ equity SUMMARY INCOME STATEMENT Contract revenues Gross profit Income from operations Net income attributable to MYR Group Inc. (2) Diluted earnings per share attributable to MYR Group Inc. (2) OTHER SUMMARY DATA Backlog Net cash provided by (used in) operating activities Expenditures for property and equipment Cash paid for acquisition EBITDA (3) NOTES 2018 475,634 161,892 56,588 33,266 21,375 748,755 283,805 86,111 54,375 324,464 748,755 2018 1,531,169 167,060 50,312 31,087 1.87 2018 1,146,637 84,789 50,704 47,082 86,609 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2017 379,736 148,084 46,994 10,852 18,122 603,788 188,564 78,960 49,225 287,039 603,788 2017 1,403,317 125,004 29,558 21,154 1.28 2017 679,139 (9,198) 30,843 0 65,815 $ $ $ $ $ $ $ $ $ $ $ $ $ $ (1) 2018 includes noncontrolling interest of $1,480. (2) Revaluation of our deferred tax liabilities in 2017 due to the Tax Cuts and Jobs Act resulted in a tax benefit of $7.8 million and an increase in diluted earnings per share attributable to MYR Group Inc. of $0.47 in 2017. (3) EBITDA is a non-GAAP measure that management believes is useful to investors in understanding MYR Group’s results of operations. A reconciliation of EBITDA to its GAAP counterpart (net income) is provided in Footnote 5 to the tables in “Item 6. Selected Financial Data.” STOCK TICKER SYMBOL NASDAQ: MYRG AUDITORS Crowe LLP 1 Mid America Plaza, Ste. 700 Oakbrook Terrace, IL 60181 630.574.7878 STOCKHOLDER INQUIRIES Dresner Corporate Services Steve Carr, Managing Director 20 North Clark, Suite 3550 Chicago, IL 60602 312.780.7211 scarr@dresnerco.com REGISTRAR AND TRANSFER AGENT American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 800.937.5449 FORM 10-K A copy of the Company’s Annual Report on Form 10-K will be provided without charge upon written request to the Company’s Secretary. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (cid:2) □ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁscal year ended December 31, 2018 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission ﬁle number: 1-08325 MYR GROUP INC. (Exact name of registrant as speciﬁed in its charter) Delaware (State or other jurisdiction of incorporation or organization) 36-3158643 (I.R.S. Employer Identiﬁcation No.) 1701 Golf Road, Suite 3-1012 Rolling Meadows, IL 60008 (Address of principal executive offices, including zip code) (847) 290-1891 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Exchange on Which Registered Common Stock, $0.01 par value The NASDAQ Stock Market, LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the Securities Act. Yes (cid:4) No (cid:2) Indicate by check mark if the registrant is not required to ﬁle reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:4) No (cid:2) Indicate by check mark whether the registrant (1) has ﬁled all reports required to be ﬁled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ﬁle such reports), and (2) has been subject to such ﬁling requirements for the past 90 days. Yes (cid:2) No (cid:4) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such ﬁles). Yes (cid:2) No (cid:4) Indicate by check mark if disclosure of delinquent ﬁlers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in deﬁnitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. □ Indicate by check mark whether the registrant is a large accelerated ﬁler, an accelerated ﬁler, a non-accelerated ﬁler, a smaller reporting company or an emerging growth company. See the deﬁnitions of ‘‘large accelerated ﬁler,’’ ‘‘accelerated ﬁler,’’ ‘‘smaller reporting company’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act. Large accelerated ﬁler □ Non-accelerated ﬁler □ Accelerated ﬁler (cid:2) Smaller reporting company □ Emerging growth company □ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ﬁnancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □ Indicate by check mark whether the registrant is a shell company (as deﬁned in Rule 12b-2 of the Act). Yes (cid:4) No (cid:2) As of June 29, 2018 (the last business day of the registrant’s most recently completed second ﬁscal quarter), the aggregate market value of the outstanding common equity held by non-affiliates of the registrant was approximately $485.7 million, based upon the closing sale price of the common stock on such date as reported by the Nasdaq Global Market (for purposes of calculating this amount, only directors, officers and beneﬁcial owners of 10% or more of the outstanding capital stock of the registrant have been deemed affiliates). As of March 1, 2019 there were 16,599,744 shares of the registrant’s $0.01 par value common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s deﬁnitive proxy statement to be ﬁled with the Securities and Exchange Commission (the ‘‘SEC’’) in connection with its 2019 annual meeting of stockholders to be held on April 25, 2019, are incorporated into Part III hereof. [This page intentionally left blank.] MYR GROUP INC. ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018 TABLE OF CONTENTS PART I Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART IV Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 1 10 26 26 26 27 28 30 34 53 55 98 98 99 100 100 100 101 101 102 102 Throughout this report, references to ‘‘MYR Group,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our’’ refer to MYR Group Inc. and its consolidated subsidiaries, except as otherwise indicated or as the context otherwise requires. i FORWARD-LOOKING STATEMENTS Statements in this Annual Report on Form 10-K contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the ‘‘Securities Act’’) and Section 21E of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’), which represent our management’s beliefs and assumptions concerning future events. When used in this document and in documents incorporated by reference, forward-looking statements include, without limitation, statements regarding ﬁnancial forecasts or projections, and our expectations, beliefs, intentions or future strategies that are signiﬁed by the words ‘‘anticipate,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘objective,’’ ‘‘outlook,’’ ‘‘plan,’’ ‘‘project,’’ ‘‘likely,’’ ‘‘unlikely,’’ ‘‘possible,’’ ‘‘potential,’’ ‘‘should’’ or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this Annual Report on Form 10-K speak only as of the date of this Annual Report on Form 10-K. We disclaim any obligation to update these statements (unless required by securities laws), and we caution you not to rely on them unduly. We have based these forward- looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to signiﬁcant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict, and many of which are beyond our control. These and other important factors, including those discussed in Item 1A — ‘‘Risk Factors’’ of this report, and in any risk factors or cautionary statements contained in our other ﬁlings with the U.S. Securities and Exchange Commission (the ‘‘SEC’’), may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. ii PART I Item 1. Business General We are a holding company of specialty electrical construction service providers that was established in 1995 through the merger of long-standing specialty contractors. Through our subsidiaries, we serve the electric utility infrastructure, commercial and industrial construction markets. Our operations are currently conducted through wholly owned subsidiaries, including: The L. E. Myers Co.; Harlan Electric Company; Great Southwestern Construction, Inc.; Sturgeon Electric Company, Inc.; MYR Transmission Services, Inc.; E.S. Boulos Company; Western Paciﬁc Enterprises Ltd.; High Country Line Construction, Inc.; MYR Transmission Services Canada, Ltd.; Northern Transmission Services, Ltd.; Sturgeon Electric California, LLC; GSW Integrated Services, LLC and Huen Electric, Inc. We primarily provide electrical construction services through a network of local offices located throughout the United States and western Canada. We provide a broad range of services, including design, engineering, procurement, construction, upgrade, maintenance and repair services, with a particular focus on construction, maintenance and repair. Our principal executive offices are located at 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008. The telephone number of our principal executive offices is (847) 290-1891. Reportable Segments Through our subsidiaries, we are a leading specialty contractor serving the electric utility infrastructure, commercial and industrial construction markets in the United States and western Canada. We manage and report our operations through two electrical contracting service segments: Transmission and Distribution (‘‘T&D’’) and Commercial and Industrial (‘‘C&I’’). We generally focus on improving our proﬁtability by selecting projects we believe will provide attractive margins, actively monitoring the costs of completing our projects, holding customers accountable for costs related to changes to contract speciﬁcations, and rewarding our employees for effectively managing costs. Transmission and Distribution segment We have operated in the T&D industry since 1891. We are one of the largest U.S. contractors servicing the T&D sector of the electric utility industry. We provide a broad range of services on electric transmission and distribution networks and substation facilities, which include design, engineering, procurement, construction, upgrade, maintenance and repair services, with a particular focus on construction, maintenance and repair, to customers in the electric utility industry throughout the United States and western Canada. Our T&D services include the construction and maintenance of high voltage transmission lines, substations, lower voltage underground and overhead distribution systems, renewable power facilities and limited gas construction services. We also provide emergency restoration services in response to hurricane, ice or other storm-related damage. In our T&D segment, we generally serve the electric utility industry as a prime contractor, through traditional design-bid-build or engineering, procurement and construction (‘‘EPC’’) forms of project delivery. We have long-standing relationships with many of our T&D customers who rely on us to construct and maintain reliable electric and other utility infrastructure. We also provide many services to our customers under multi-year master service agreements (‘‘MSAs’’) and other variable-term service agreements. Commercial and Industrial segment We have provided electrical contracting services for C&I construction since 1912. Our C&I segment provides services such as the design, installation, maintenance and repair of commercial and industrial wiring, the installation of traffic networks and the installation of bridge, roadway and tunnel lighting in the United States and western Canada. We concentrate our efforts on projects where our technical and project management expertise are critical to successful and timely execution. Typical C&I contracts cover electrical contracting services for airports, hospitals, data centers, hotels, stadiums, convention centers, manufacturing plants, processing facilities, waste-water treatment facilities, mining facilities and transportation control and management systems. 1 In our C&I segment, we generally provide our electric construction and maintenance services as a subcontractor to general contractors, but also contract directly with facility owners. We have a diverse customer base with many long-standing relationships. Additional ﬁnancial information related to our business segments is provided under ‘‘Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and in Note 15 — Segment Information to our Financial Statements. Customers Our T&D customers include many of the leading companies in the electric utility industry. These customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. Our C&I customer base includes general contractors, commercial and industrial facility owners, local governments and developers. We have long-standing relationships with many of our customers, and we cultivate these relationships at all levels of our organization from senior management to project supervisors. We seek to build upon our customer relationships to secure additional projects from our current customer base. Many of our customer relationships originated decades ago and are maintained through a partnering approach, which includes project evaluation and consulting, quality performance, performance measurement and direct customer contact. At all levels of management, we maintain a focus on pursuing growth opportunities with prospective customers. In addition, our management teams promote and market our services for prospective large-scale projects and national accounts. We believe that our industry experience, technical expertise, customer relationships and emphasis on safety and customer service contribute to obtaining new contracts with both existing and new customers. For the years ended December 31, 2018, 2017 and 2016, our top 10 customers accounted for 32.9%, 40.4%, and 46.4%, of our revenues, respectively. For the years ended December 31, 2018 and 2016, no single customer accounted for more than 10.0% of annual revenues. For the year ended December 31, 2017, one T&D customer accounted for 10.7% of our revenues. For the years ended December 31, 2018, 2017 and 2016, revenues derived from T&D customers accounted for 58.3%, 62.7% and 71.7% of our total revenues, respectively, and revenues derived from C&I customers accounted for 41.7%, 37.3% and 28.3% of our total revenues, respectively. Types of Service Arrangements and Bidding Process We enter into contracts principally through a competitive bid process. Our typical construction project begins with the preparation and submission of a bid to a customer. If selected as the successful bidder, we generally enter into a contract with the customer that provides for payment upon completion of speciﬁed work or units of work as identiﬁed in the contract. Although there is considerable variation in the terms of the contracts we undertake, our contracts are primarily structured as: • • • • ﬁxed-price agreements, under which we agree to perform the entire project for a ﬁxed amount; unit-price agreements, under which we agree to perform the work at a ﬁxed price per unit of work as speciﬁed in the agreement; time-and-equipment and time-and-materials contracts, under which we agree to perform the work at negotiated hourly billing rates for labor and equipment and for other expenses, including materials, as incurred at rates agreed to in the contract; and cost-plus contracts, where we are paid for our costs plus a negotiated margin. On occasion, time-and-equipment, time-and-materials, cost-plus and shared savings contracts require us to include a guaranteed not-to-exceed maximum price. Fixed-price and unit-price contracts typically have higher potential margins; however, they hold a greater risk in terms of proﬁtability because cost overruns may not be recoverable. Time-and-equipment, time-and-materials and cost-plus contracts have less margin upside, but generally have a lower risk of cost 2 overruns. Work in our T&D segment is generally completed under ﬁxed-price, time-and-materials, time-and- equipment, unit-price and cost-plus agreements. Work in our C&I segment is typically performed under ﬁxed- price, time-and-materials, cost-plus, and unit-price agreements. Fixed-price contracts accounted for 53.2% of total revenue for the year ended December 31, 2018, including 40.5% of our total revenue for our T&D segment and 71.0% of our total revenue for our C&I segment. Our EPC contracts are typically ﬁxed-price and may be entered into through joint ventures. We may act as the prime contractor for an EPC project where we perform the procurement and construction functions but use a subcontractor to perform the engineering component, or we may use a subcontractor for both engineering and procurement functions. We may also act as a subcontractor on an EPC project to an engineering ﬁrm or general contractor. When acting as a subcontractor for an EPC project, we typically provide construction services only, although we may also perform both the construction and procurement functions. Our T&D segment also provides services under MSAs that cover maintenance, upgrade and extension services, as well as new construction. Work performed under MSAs is typically billed on a unit-price, time-and-materials or time-and-equipment basis. MSAs are typically one to three years in duration; however, most of our contracts, including MSAs, may be terminated by our customers on short notice, typically 30 to 90 days, even if we are not in default under the contract. Under MSAs, customers generally agree to contract with us for certain services in a speciﬁed geographic region. A majority of our MSAs do not include obligations to assign speciﬁc volumes of work to us nor do they grant us exclusivity, although in some cases certain work under the MSA may be subject to our right of ﬁrst refusal. Many of our contracts, including MSAs, are open to public bid at expiration and generally attract numerous bidders. A portion of the work we perform requires ﬁnancial assurances in the form of performance and payment bonds, letters of credit or other guarantees at the time of execution of the contract. Many of our contracts include retention provisions of up to 10%, which are generally withheld from each progress payment as retainage until the contract work has been completed and approved. Materials In many cases, our T&D customers are responsible for supplying materials on projects; however, under certain contracts, we may agree to provide all or a portion of the required materials. For our C&I contracts, we usually procure the necessary materials and supplies. We are not dependent on speciﬁc suppliers for materials or supplies. Subcontracting We are the prime contractor for the majority of our T&D projects, however, we occasionally perform work as a subcontractor, and we may elect to do so from time-to-time on larger projects in order to manage our execution risk. We are a subcontractor to a general contractor for the majority of our C&I projects, but may contract directly with facility owners. We may utilize subcontractors to perform portions of our contracts and to manage workﬂow, particularly for design, engineering, and procurement under both segments. We often work with subcontractors who are sole proprietorships or small business entities. Subcontractors normally provide their own employees, vehicles, tools and insurance coverages. We are not dependent on any single subcontractor. Our contracts with subcontractors often contain provisions limiting our obligation to pay the subcontractor if our client has not paid us. We hold our subcontractors responsible for their work or delays in their performance. On larger projects, we may require performance and payment bonding from subcontractors, where we deem appropriate, based on the risk involved. When we perform work as a subcontractor we are often only paid after the general or prime contractor is paid. Competition Our business is highly competitive in both our T&D and C&I segments. Competition in both of our business segments is primarily based on the price of the construction services and upon the reputation for safety, quality and reliability of the contractor. The competition we encounter can vary depending upon the type and/or location of construction services. 3 We believe that the principal competitive factors that customers consider in our industry are: • • • • • • • • • • • • • price and ﬂexible contract terms; safety programs and safety performance; technical expertise and experience; management team experience; reputation and relationships with the customer; geographic presence and breadth of service offerings; willingness to accept risk; quality of service execution; specialized equipment, tooling and centralized ﬂeet structure; the availability of qualiﬁed and/or licensed personnel; adequate ﬁnancial resources and bonding capacity; technological capabilities; and weather-damage restoration abilities and reputation. While we believe our customers consider a number of factors when selecting a service provider, most of their work is awarded through a bid process where price is always a principal factor. See ‘‘Risk Factors — Our industry is highly competitive. Increased competition can place downward pressure on contract prices and proﬁt margins and may limit the number of projects that we are awarded.’’ T&D Competition Our T&D segment competes with a number of companies in the local market where we operate, ranging from small local independent companies to large national ﬁrms. There are many national or large regional ﬁrms that compete with us for T&D contracts including, among others, Asplundh Construction Corp., Davis H. Elliot Company, Inc., Henkels & McCoy, Inc., MasTec, Inc., MDU Resources Group, Inc., Michels Corporation, Pike Corporation, Power Line Services, Inc., Primoris Services Corporation and Quanta Services, Inc. There are a number of barriers to entry into the transmission markets, including the cost of equipment and tooling necessary to perform transmission work, the availability of qualiﬁed labor, the scope of typical transmission projects and the technical, managerial and supervisory skills necessary to complete the job. Larger transmission projects generally require specialized heavy duty equipment as well as strong ﬁnancial resources to meet the cash ﬂow, bonding, or letter of credit requirements of these projects. These factors sometimes reduce the number of potential competitors on these projects. The number of ﬁrms that generally compete for any one signiﬁcant transmission infrastructure project varies greatly depending on a number of factors, including the size of the project, its location and the bidder qualiﬁcation requirements imposed upon contractors by the customer. Some of our competitors restrict their operations to one geographic area, and others operate nationally and internationally. Compared to the transmission markets, there are fewer signiﬁcant barriers to entry into the distribution markets in which we operate. As a result, any organization that has adequate ﬁnancial resources and access to technical expertise can compete for distribution projects. Instead of outsourcing, some of our T&D customers also employ personnel internally to perform similar types of distribution services that we provide. C&I Competition Our C&I segment predominately competes with a number of regional or local ﬁrms and also with subsidiaries of national ﬁrms. There are few signiﬁcant barriers to entry in the C&I markets, and there are a number of small companies that compete for C&I business. The size, location and technical requirements of the project will impact which competitors and the number of competitors that we will encounter when bidding on any particular project. 4 A major competitive factor in our C&I segment is the individual relationships that we and our competitors have developed with general contractors who typically manage the bid process. Additionally, the equipment requirements for C&I work are generally not as signiﬁcant as that of T&D construction. Since C&I construction typically involves the purchase of materials, the ﬁnancial resources to meet the materials procurement and equipment requirements of a particular project may impact the competition that we encounter. We differentiate ourselves from our competitors by bidding for larger and/or more technically complex projects, which we believe many of our smaller competitors may not be capable of executing effectively or proﬁtably. We believe that we have a favorable competitive position in the markets that we serve due in part to our strong operating history and strong local market share as well as our reputation and relationships with our customers. Project Bonding Requirements and Parent Guarantees Many customers, particularly in connection with new construction, require us to post performance and payment bonds issued by a ﬁnancial institution known as a surety. These bonds provide a guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If we fail to perform under a contract or to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We generally must reimburse the surety for any expenses or outlays it incurs. These bonds are typically issued at the face value of the contract awarded. As of December 31, 2018, we had approximately $221.3 million in original face amount of bonds outstanding for projects in our T&D segment and $393.6 million for projects in our C&I segment. Our estimated remaining cost to complete these bonded projects for both segments was approximately $324.7 million as of December 31, 2018. As of December 31, 2017, we had approximately $200.8 million in original face amount of bonds outstanding for projects in our T&D segment and $296.2 million for projects in our C&I segment. The ability to post bonds provides us with a competitive advantage over smaller or less ﬁnancially secure competitors. We believe that the strength of our balance sheet, as well as our strong and long-standing relationship with our sureties, enhances our ability to obtain adequate ﬁnancing and bonds. From time to time we guarantee the obligations of our wholly owned subsidiaries, including obligations under certain contracts with customers, certain lease agreements and, in some states, obligations in connection with obtaining contractors’ licenses. Additionally, from time to time we are required to post letters of credit to guarantee the obligations of our wholly owned subsidiaries, which reduces the borrowing availability under our credit facility. Backlog We refer to our estimated revenue on uncompleted contracts, including the amount of revenue on contracts for which work has not begun, less the revenue we have recognized under such contracts, as ‘‘backlog.’’ We calculate backlog differently for different types of contracts. For our ﬁxed-price contracts, we include the full remaining portion of the contract in our calculation of backlog. A customer’s intention to award us work under a ﬁxed-price contract is not included in backlog unless there is an actual award and contract to perform a speciﬁc scope of work at speciﬁc terms and pricing. For many of our unit-price, time-and-equipment, time-and-materials and cost-plus contracts, we only include projected revenue for a three-month period in the calculation of backlog, although these types of contracts are generally awarded as part of MSAs that typically have a one- to three-year duration from execution. Given the duration of our contracts and MSAs and our method of calculating backlog, our backlog at any point in time may not accurately represent the revenue we expect to realize during any period and our backlog as of the end of a ﬁscal year may not be indicative of the revenue we expect to generate in the following ﬁscal year and should not be viewed or relied upon as a stand-alone indicator. Our backlog includes projects that have a written award, a letter of intent, a notice to proceed or an agreed upon work order to perform work on mutually accepted terms and conditions. Additionally, the difference between our backlog and remaining performance obligations is due to the portion of our MSAs that is excluded, under certain contract types, from our remaining performance obligations as these contracts can be canceled for convenience at any time by us or the customer without considerable cost incurred by the customer. Our estimated backlog also includes our proportionate share of unconsolidated joint venture contracts. Additional information related to our remaining performance obligations is provided in Note 3 — Revenue Recognition in the accompanying notes to our 5 Consolidated Financial Statements. See also ‘‘Item 1A. Risk Factors — Backlog may not be realized or may not result in proﬁts and may not accurately represent future revenue.’’ Certain projects that we undertake are not completed in one accounting period. Revenue on construction contracts is recognized over the contract term based on costs incurred under the cost-to-cost method. As the cost-to-cost method is driven by incurred cost, we calculate the percentage of completion by dividing costs incurred to date by the total estimated cost. The percentage of completion is then multiplied by estimated revenues to determine inception-to-date revenue. Revenue recognized for the period is the current inception-to-date recognized revenue less the prior period inception-to-date recognized revenue. If a contract is projected to result in a loss, the entire contract loss is recognized in the period when the loss was ﬁrst determined and the amount of the loss is updated in subsequent reporting periods. Contract costs incurred to date and expected total contract costs are continuously monitored during the term of the contract. Changes in the job performance, job conditions and ﬁnal contract settlements are factors that inﬂuence management’s assessment of total contract value and the total estimated costs to complete those contracts, and therefore, proﬁt and revenue recognition. While our contracts typically include labor, equipment and indirect costs, the amount of subcontractor and material costs on any individual contract can vary considerably. There can be no assurance as to the accuracy of our customers’ requirements or of our estimates of existing and future needs under MSAs, or of the values of our cost or time-dependent contracts and, therefore, our current backlog may not be realized as part of our future revenues. Subject to the foregoing discussions, the following table summarizes our backlog that we believe to be ﬁrm as of the dates shown and the backlog that we reasonably estimate will not be recognized within the next twelve months: Backlog at December 31, 2018 (in thousands) T&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C&I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Total $ 494,922 651,715 $1,146,637 Amount estimated to not be recognized within 12 months $ 19,698 167,652 $187,350 Total Backlog at December 31, 2017 $333,147 345,992 $679,139 Changes in backlog from period to period are primarily the result of ﬂuctuations in the timing of awards and revenue recognition of contracts. Our backlog as of December 31, 2018 included our proportionate share of unconsolidated joint venture backlog totaling $33.7 million. Trade Names and Intellectual Property We operate in the United States under a number of trade names, including The L. E. Myers Co.; Harlan Electric Company; Great Southwestern Construction, Inc.; Sturgeon Electric Company, Inc.; MYR Transmission Services, Inc.; E.S. Boulos Company; High Country Line Construction, Inc.; Sturgeon Electric California, LLC; GSW Integrated Services, LLC; and Huen Electric, Inc. We operate in Canada under the trade names MYR Transmission Services Canada, Ltd.; Northern Transmission Services, Ltd and Western Paciﬁc Enterprises Ltd. We do not generally register our trade names, but instead rely on statutory and common law protection. While we consider our trade names to be valuable assets, we do not consider any single trade name to be of such material importance that its absence would cause a material disruption to our business. We also do not materially rely upon any patents, licenses or other intellectual property. Equipment Our long history in the T&D industry has allowed us to be instrumental in designing much of the specialty tools and equipment used in the industry, including wire pullers, wire tensioners and aerial devices. We operate a ﬂeet of trucks and trailers, support vehicles, bulldozers, bucket trucks, digger derricks and cranes and specialty construction equipment, such as wire pullers and wire tensioning machines. We also rely on specialized tooling, including stringing blocks, wire grips and presses. The standardization of our trucks and trailers allows us to streamline training, maintenance and parts costs. We operate a centralized ﬂeet facility, as well as 21 regional maintenance shops throughout the United States, which are staffed by over 140 mechanics and equipment managers who service our ﬂeet. Our ability to internally service our ﬂeet in various markets often allows us to reduce repair costs and the time equipment is out of service by eliminating both the need to 6 ship equipment long distances for repair and dependence on third party maintenance providers. Our maintenance shops are also able to modify standard construction equipment to meet the speciﬁc needs of our specialty applications. We are a ﬁnal-stage manufacturer for several conﬁgurations of our specialty vehicles, and, in the event that a particular piece of equipment is not available to us, we can often build the component on-site, which reduces our reliance on our equipment suppliers. Our United States based ﬂeet of equipment is managed by our centralized ﬂeet management group. Our ﬂeet is highly mobile, which gives us the ability to shift resources from region-to-region quickly and to effectively respond to customer needs or major weather events. Our centralized ﬂeet management group is designed to enable us to optimize and maintain our equipment to achieve the highest equipment utilization, which helps to maintain a competitive position with respect to our equipment costs. We develop internal equipment rates which provide our business units with appropriate pricing levels to estimate their bids for new projects more accurately. We also involve our business units in prioritizing the use of our ﬂeet assets. The ﬂeet management group also manages the procurement and disposition of equipment and short-term rentals. All of these factors are critical in allowing us to operate efficiently and meet our customers’ needs. Equipment needs in Canada are managed by our Canadian operating subsidiaries. Regulation Our operations are subject to various laws and regulations including: • • • • • • licensing, permitting and inspection requirements applicable to electricians and engineers; regulations relating to worker safety and environmental protection; licensing, permitting and inspection requirements applicable to construction projects; building and electrical codes; special bidding and procurement requirements on government projects; and local laws and government acts regulating work on protected sites. We believe that we are in compliance with applicable regulatory requirements and we believe that we have all material licenses required to conduct our operations. Our failure to comply with applicable regulations could result in project delays, cost overruns, remediation costs, substantial ﬁnes and/or revocation of our operating licenses. Environmental Matters As a result of our current and past operations, we are subject to numerous environmental laws and regulations governing our operations, including the use, transport and disposal of non-hazardous and hazardous substances and wastes, as well as emissions and discharges into the environment, including discharges to air, surface water, groundwater and soil. We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or properties to which hazardous substances or wastes were discharged by current or former operations at our facilities, regardless of whether we directly caused the contamination or violated any law at the time of discharge or disposal. The presence of contamination from such substances or wastes could interfere with ongoing operations or adversely affect our ability to sell, lease or otherwise use our properties in certain ways such as collateral for possible ﬁnancing. We could also be held liable for signiﬁcant penalties and damages under certain environmental laws and regulations, which could materially and adversely affect our business and results of operations. We believe that we are in substantial compliance with environmental laws and regulations and that any obligations related to environmental matters should not have a material effect on our ﬁnancial condition, results of operations and cash ﬂows. Additionally, there are signiﬁcant environmental regulations under consideration to encourage the use of clean energy technologies and regulate emissions of greenhouse gases to address climate change. We regularly monitor the various proposals in this regard. Although the impact of climate change regulations on our 7 business will depend on the speciﬁcs of governmental policies, legislation, and regulation, we believe that we will be well-positioned to adapt our business to meet new regulations. See ‘‘Item 1A. Risk Factors — We are subject to risks associated with climate change’’ and ‘‘Item 1A. Risk Factors — Our failure to comply with environmental and other laws and regulations could result in signiﬁcant liabilities.’’ Cyclical Nature of Business and Seasonality The demand for construction and maintenance services from our customers is cyclical in nature and vulnerable to downturns in the industries we serve as well as the economy in general. As a result, our volume of business could be adversely affected by declines or delays in new projects in various geographic regions. Although our revenues are primarily driven by spending patterns in our customers’ industries, our revenues and results of operations can be subject to seasonal and other variations. These variations are inﬂuenced by weather, daylight hours, availability of system outages from utilities and holidays. For example, during the winter months, demand for our T&D work may be high, but our work can be delayed due to inclement weather. During the summer months, the demand for our T&D work may be affected by fewer available system outages, due to peak electrical demands caused by warmer weather, which limits our ability to perform electrical line service work. During the spring and fall months, the demand for our T&D work may increase due to improved weather and system availability; however, extended periods of rain and other severe weather can affect the deployment of our crews and the efficiency of our operations. Employees We seek to attract and retain highly qualiﬁed craft employees by providing a superior work environment through our emphasis on safety, our competitive compensation, and our high-quality ﬂeet of equipment. The number of individuals we employ varies signiﬁcantly throughout the year, typically with lower staffing levels at year end and through the winter months when fewer projects are active. The number of craft employees ﬂuctuates depending on the number and size of projects at any particular time. As of December 31, 2018, we had approximately 5,500 employees, consisting of approximately 900 salaried employees, including executive officers, district managers, project managers, superintendents, estimators, office managers, and staff and clerical personnel, and approximately 4,600 craft employees. Approximately 88% of our craft employees are members of unions, with the majority being members of the International Brotherhood of Electrical Workers (‘‘IBEW’’), who are represented by many local unions under agreements with generally uniform terms and varying expiration dates. We generally are not direct parties to such local agreements, but instead these agreements are entered into by and between the IBEW local unions and the National Electrical Contractors Association (‘‘NECA’’), of which the majority of our subsidiaries are members. On occasion we also employ individuals who are members of other trade unions pursuant to multi-employer, multi-union project agreements. Executive Officers Name Richard S. Swartz. Betty R. Johnson Tod M. Cooper William F. Fry Jeffrey J. Waneka Age on March 6, 2019 Position 55 60 54 44 57 President and Chief Executive Officer Senior Vice President, Chief Financial Officer and Treasurer Senior Vice President, Chief Operating Officer T&D Vice President, Chief Legal Officer and Secretary Senior Vice President, Chief Operating Officer C&I Richard S. Swartz, was appointed president and chief executive officer on January 1, 2017. Prior to his current role, he served as executive vice president and chief operating officer from September 2016 and as senior vice president and chief operating officer from May 2011 to September 2016. Mr. Swartz served as senior vice president from August 2009 to May 2011, and as a group vice president from 2004 to 2009. Prior to becoming a group vice president, Mr. Swartz served as vice president of our transmission & distribution central division from 2002 to 2004. Mr. Swartz has held a number of additional positions since he joined us in 1982, including project foreman, superintendent, project manager and district manager. Betty R. Johnson joined us as senior vice president, chief ﬁnancial officer and treasurer on October 19, 2015. Prior to joining us, Ms. Johnson served as the chief ﬁnancial officer of Faith Technologies, Inc., 8 a privately held electrical, engineering and technology systems contractor in 2015. From 2009 to 2014, Ms. Johnson served as the vice president of global ﬁnance and chief ﬁnancial officer of Sloan Valve Company. Prior to this, Ms. Johnson was executive vice president and chief ﬁnancial officer with Block and Company, Inc. from 2003 to 2009. From 1999 to 2003 she served as the vice president-operations/ﬁnance with Encompass Services Corporation. Ms. Johnson served as our controller from 1992 to 1998 and vice president and controller from 1998 to 1999. Ms. Johnson served as a member of our board of directors from 2007 until accepting her current position with us in 2015. Tod M. Cooper was appointed senior vice president and chief operating officer T&D on January 1, 2017. Prior to his current role, he served as senior vice president since August 2013. Mr. Cooper served as group vice president, east from 2009 to 2013 and vice president T&D, east from 2006 to 2009. Mr. Cooper has held a number of additional positions since joining us in 1989, including business development manager, regional manager, district manager, and estimator. William F. Fry joined us as vice president, chief legal officer and secretary on January 21, 2019. Prior to joining us, Mr. Fry served as vice-president — legal for Team Inc., a specialty industrial service, engineering and manufacturing company from 2016. Mr. Fry was general counsel, secretary, vice-president & chief compliance officer of Furmanite Corporation, a provider of specialized technical services and product solutions, from 2012 to 2016, prior to its merger with Team Inc. Prior to joining Furmanite Corporation, Mr. Fry worked for American Tank & Vessel, Inc., a specialty engineering and construction company, in various roles since 2006, ultimately serving as their general counsel. Jeffrey J. Waneka was appointed senior vice president and chief operating officer C&I on January 1, 2017. Prior to his current role, he served as president of our subsidiary company, Sturgeon Electric Company, Inc., since February 2015. Mr. Waneka served as group vice president, C&I from 2014 to 2015 and vice president, C&I from 2009 to 2014. Mr. Waneka has held a number of additional positions since joining the Company in 1991, including regional manager, director business development and district manager. Website Access to Company Reports Our website address is www.myrgroup.com. Our Annual Reports on Form 10-K, quarterly reports on Form 10 Q, current reports on Form 8 K, and amendments to those reports ﬁled or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act will be available free of charge through our website as soon as reasonably possible after they are electronically ﬁled with, or furnished to, the Securities and Exchange Commission (the ‘‘SEC’’). The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10 K or incorporated into any other ﬁlings we make with the SEC. 9 Item 1A. Risk Factors You should read the following risk factors carefully in connection with evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could affect our operations. The risks described below highlight some of the factors that have affected, and in the future could affect, our operations. Additional risks we do not yet know of, or that we currently think are immaterial, may also affect our business operations. If any of the events or circumstances described in the following risks actually occurs, our business, ﬁnancial condition or results of operations could be affected and our stock price could decline. Our operating results may vary signiﬁcantly from period to period. Our business can be highly cyclical and subject to seasonal and other variations that can result in signiﬁcant differences in operating results from period to period. Additionally, our results may be materially and adversely affected by: • • • • • • • • • • • • • • • • • • • • • • • • the timing and volume of work under contract; increased competition and changes in the competitive marketplace for our services; the spending patterns of customers and governments; safety performance and reputation; increased costs of performance of our services caused by adverse weather conditions; cost overruns on ﬁxed-price and unit-price contracts; the amount of subcontractor and material costs in our projects; decreased equipment utilization; permitting, regulatory or customer-caused delays on projects; disputes with customers relating to payment terms under our contracts and change orders, and our ability to successfully negotiate and obtain payment or reimbursement under our contracts and change orders; variations in the margins of projects performed during any particular reporting period; a change in the demand for our services; increases in design and construction costs that we are unable to pass through to our customers; the termination or expiration of existing agreements; regional and general economic conditions and the condition of the ﬁnancial markets; losses experienced in our operations not otherwise covered by insurance; a change in the mix of our customers, contracts and business; payment risk associated with the ﬁnancial condition of our customers; costs we incur to support growth internally or otherwise; availability of qualiﬁed labor for speciﬁc projects; liabilities associated with participation in joint ventures related to third party failures; signiﬁcant ﬂuctuations in foreign currency exchange rates; changes in bonding requirements applicable to existing and new agreements; changes in accounting pronouncements that require us to account for items differently than historical pronouncements; 10 • • • • • • the timing and integration of acquisitions and the magnitude of the related acquisition and integration costs; costs associated with our multi-employer pension plan obligations; the availability of equipment; costs associated with responding to actions of activist stockholders; impairment of goodwill or intangible assets; and warranty claims. Accordingly, our operating results in any particular reporting period may not be indicative of the results that can be expected for any other reporting period. Our industry is highly competitive. Increased competition can place downward pressure on contract prices and proﬁt margins and may limit the number of projects that we are awarded. Our industry is fragmented and we compete with other companies, ranging from small, independent ﬁrms servicing local markets to larger ﬁrms servicing regional, national and international markets. Relatively few barriers prevent entry into the C&I market and the distribution market. As a result, any organization that has adequate ﬁnancial resources and access to technical expertise may become one of our competitors in those areas. Competition in the industry depends on a number of factors, including price of the construction services and the reputation for safety, quality and reliability of the contractor. Some of our competitors, including our competitors in the transmission market, may have lower labor and overhead cost structures and, therefore, may be able to provide their services at lower prices than ours. In addition, some of our competitors may have greater ﬁnancial, technological and human resources than we do. We cannot be certain that our competitors will not develop the expertise, experience and resources to provide services that are superior in both price and quality to our services. Similarly, we cannot be certain that we will be able to maintain or enhance our competitive position within the markets we serve or maintain our customer base at current levels. We also may face competition from in-house service organizations of our existing or prospective customers. Electric utility companies often employ personnel to internally perform some of the same types of services we do. If we are unable to compete successfully in our markets, our operating results could be adversely affected. We may be unsuccessful in generating internal growth, which could impact the projects available to the Company. Our ability to generate internal growth will be affected by, among other factors, our ability to: • • • • • • attract new customers; increase the number of projects performed for existing customers; hire and retain qualiﬁed personnel; successfully bid new projects; expand geographically; and adapt the range of services we offer to customers to address their evolving construction needs. In addition, if our customers are constrained in their ability to obtain capital, it could reduce the number, timing or size of projects available to us. Many of the factors affecting our ability to generate internal growth may be beyond our control, and we cannot be certain that our strategies will be successful, or that we will be able to generate cash ﬂow sufficient to fund our operations and to support internal growth. If we are unsuccessful, we may not be able to achieve internal growth, expand our operations or grow our business. Negative economic and market conditions, as well as regulatory and environmental requirements, may adversely impact our customers’ future spending and, as a result, our operations and growth. The demand for infrastructure construction and maintenance services from our customers has been, and will likely continue to be, cyclical in nature and vulnerable to downturns in the industries we serve as well as the economy in general. Stagnant or declining economic conditions have adversely impacted the demand for 11 our services in the past and resulted in the delay, reduction or cancellation of certain projects and may adversely affect us in the future. Unfavorable economic conditions could also cause our customers to outsource less work. Additionally, many of our customers ﬁnance their projects through the incurrence of debt or the issuance of equity. A reduction in cash ﬂow or the lack of availability of debt or equity ﬁnancing may result in a reduction in our customers’ spending for our services and may also impact the ability of our customers to pay amounts owed to us, which could have a material adverse effect on our operations and our ability to grow at historical levels. A prolonged economic downturn or recession could adversely affect our customers and their ability or willingness to fund capital expenditures in the future or pay for past services. Material ﬂuctuations in energy markets could have an adverse impact on our customers’ spending patterns. Consolidation, competition, capital constraints or negative economic conditions in the electric power industry may also result in reduced spending by, or the loss of, one or more of our customers. Because the vast majority of our T&D revenue is derived from the electric utility industry, regulatory and environmental requirements affecting that industry could adversely affect our results of operations. Customers in the electric utility industry we serve face stringent regulatory and environmental requirements, as well as permitting processes, as they implement plans for their projects, which may result in delays, reductions and cancellations of some of their projects. These regulatory factors have resulted in decreased demand for our services in the past, and they may do so in the future, potentially impacting our operations and our ability to grow at historical levels. Project performance issues, including those caused by third parties, or certain contractual obligations may result in additional costs to us, reductions or delays in revenues or the payment of penalties, including liquidated damages. Many projects involve challenging engineering, procurement and construction phases that may occur over several years. We may encounter difficulties that impact our ability to complete the project in accordance with the original delivery schedule. These difficulties may be the result of delays in designs, engineering information or materials provided by the customer or a third party, delays or difficulties in equipment and material delivery, schedule changes, delays from our customer’s failure to timely obtain permits or rights-of-way or meet other regulatory requirements, weather-related delays, delays caused by difficult worksite environments, delays caused by inefficiencies and not achieving expected labor performance, and other factors, some of which are beyond our control. In addition, for some projects we contract with third-party subcontractors to assist us with the completion of contracts. Any delay or failure by suppliers or by subcontractors in the completion of their portion of the project may result in delays in the overall progress of the project or may cause us to incur additional costs, or both. We also may encounter project delays due to local opposition, which may include injunctive actions as well as public protests, to the siting of electric transmission lines, renewable energy projects, or other facilities. We may not be able to recover the costs we incur that are caused by delays. In certain circumstances, we guarantee project completion by a scheduled acceptance date or achievement of certain acceptance and performance testing levels. Failure to meet any of our schedules or performance requirements could also result in additional costs or penalties, including liquidated damages, and such amounts could exceed expected project proﬁt. In extreme cases, the above-mentioned factors could cause project cancellations, and we may not be able to replace such projects with similar projects or at all. Such delays or cancellations may impact our reputation or relationships with customers, adversely affecting our ability to secure new contracts. Larger projects, in particular, present additional performance risks due to the more complex work involved. Our customers may change or delay various elements of the project after its commencement. The design, engineering information, equipment or materials that are to be provided by the customer or other parties may be deﬁcient or delivered later than required by the project schedule, resulting in additional direct or indirect costs. Under these circumstances, we generally negotiate with the customer with respect to the amount of additional time required and the compensation to be paid to us. We are subject to the risk that we may be unable to obtain, through negotiation, arbitration, litigation or otherwise, adequate amounts to compensate us for the additional work or expenses incurred by us due to customer-requested change orders or failure by the customer to timely deliver items, such as engineering drawings or materials. Litigation or arbitration of claims for compensation may be lengthy and costly, and it is often difficult to predict when and for how much the claims will be resolved. A failure to obtain adequate compensation for these matters could require us to record 12 a reduction to amounts of revenue and gross proﬁt recognized in prior periods under the percentage-of-completion accounting method. Any such adjustments could be substantial. We may also be required to invest signiﬁcant working capital to fund cost overruns while the resolution of change orders or claims is pending, which could adversely affect our liquidity and ﬁnancial results in any given period. Our revenues may be exposed to potential risk if a project is terminated or canceled, if our customers encounter ﬁnancial difficulties or if we encounter disputes with our customers. Our contracts often require us to satisfy or achieve certain milestones in order to receive payment for the work performed, or in the case of cost-reimbursable contracts, provide support for billings in advance of receiving payment. As a result, we may incur signiﬁcant costs or perform signiﬁcant amounts of work prior to receipt of payment. If any of our customers do not proceed with the completion of projects or default on their payment obligations, or if we encounter disputes with our customers with respect to the adequacy of billing support, we may face difficulties in collecting payment of amounts due to us for the costs previously incurred. In addition, many of our customers for large projects are project-speciﬁc entities that do not have signiﬁcant assets other than their interests in the project and may encounter ﬁnancial difficulties relating to their businesses. It may be difficult to collect amounts owed to us by these customers. If we are unable to collect amounts owed to us, this would have an adverse effect on our future ﬁnancial condition, results of operations and cash ﬂows. We have in the past brought, and may in the future bring, claims against our customers related to, among other things, the payment terms of our contracts and change orders relating to our contracts. These types of claims occur due to, among other things, customer-caused delays or changes in project scope, both of which may result in additional cost, which may or may not be recovered until the claim is resolved. In some instances, these claims can be the subject of lengthy legal proceedings, and it is difficult to accurately predict when they will be fully resolved. A failure to promptly recover on these types of claims could have a negative impact on our ﬁnancial condition, results of operations and cash ﬂows. Additionally, any such claims may harm our future relationships with our customers. Our business is labor intensive and we may be unable to attract and retain qualiﬁed employees. Our ability to maintain our productivity and our operating results may be limited by our ability to employ, train and retain skilled personnel necessary to meet our requirements. We may not be able to maintain an adequate skilled labor force necessary to operate efficiently and to support our growth strategy. We have from time-to-time experienced shortages of certain types of qualiﬁed personnel, such as linemen, ﬁeld supervisors, project managers and engineers, in certain regions. In addition, our projects are sometimes located in remote areas, which can make recruitment and deployment of our employees challenging. During periods with large volumes of storm restoration services work, linemen are frequently recruited across geographic regions to satisfy demand. Many linemen are willing to travel to earn premium wages for such work, which from time-to-time makes it difficult for us to retain these workers for ongoing projects when storm conditions persist. The supply of experienced linemen, ﬁeld supervisors, project managers, engineers and other skilled workers may not be sufficient to meet current or expected demand. The commencement of new, large-scale infrastructure projects or increased demand for infrastructure improvements, as well as the shrinking electric utility workforce, may reduce the pool of skilled workers available to us. Labor shortages could impair our ability to maintain our business or grow our revenues. If we are unable to hire employees with the requisite skills, we may also be forced to incur signiﬁcant training expenses. The timing of new contracts and termination of existing contracts may result in unpredictable ﬂuctuations in our cash ﬂows and ﬁnancial results. A substantial portion of our revenues are derived from project-based work that is awarded through a competitive bid process. It is generally very difficult to predict the timing and geographic distribution of the projects that we will be awarded. The selection of, timing of, or failure to obtain projects, delays in awards of projects, the re-bidding or termination of projects due to budget overruns, cancellations of projects or delays in completion of contracts could result in the under-utilization of our assets, including our ﬂeet of construction equipment, which could lower our overall proﬁtability and reduce our cash ﬂows. Even if we are awarded contracts, we face additional risks that could affect whether, or when, work will begin. This can present 13 difficulty in matching workforce size and equipment location with contract needs. In some cases, we may be required to bear the cost of a ready workforce and equipment that is larger than necessary, which could impact our cash ﬂow, expenses and proﬁtability. If an expected contract award or the related work release is delayed or not received, we could incur substantial costs without receipt of any corresponding revenues. Moreover, construction projects for which our services are contracted may require signiﬁcant expenditures by us prior to receipt of relevant payments from the customer. Finally, the winding down or completion of work on signiﬁcant projects that were active in previous periods will reduce our revenue and earnings if such signiﬁcant projects have not been replaced in the current period. Many of our contracts may be canceled upon short notice, typically 30 to 90 days, even if we are not in default under the contract, and we may be unsuccessful in replacing our contracts if they are canceled or as they are completed or expire. We could experience a decrease in our revenue, net income and liquidity if contracts are canceled and if we are unable to replace canceled, completed or expired contracts. Certain of our customers assign work to us on a project-by-project basis under MSAs. Under these agreements, our customers often have no obligation to assign a speciﬁc amount of work to us. Our operations could decline signiﬁcantly if the anticipated volume of work is not assigned to us or is canceled. Many of our contracts, including our MSAs, are opened to competitive bid at the expiration of their terms. There can be no assurance that we will be the successful bidder on our existing contracts that come up for re-bid. During the ordinary course of our business, we may become subject to lawsuits or indemnity claims, which could materially and adversely affect our business and results of operations. We have in the past been, and may in the future be, named as a defendant in lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. These actions may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination and other employment-related damages, breach of contract, property damage, environmental liabilities, multiemployer pension plan withdrawal liabilities, punitive damages, consequential damages, and civil penalties or other losses or injunctive or declaratory relief. In addition, we generally indemnify our customers for claims related to the services we provide and actions we take under our contracts, and, in some instances, we may be allocated risk through our contract terms for actions by our customers, subcontractors or other third parties. Because our services in certain instances may be integral to the operation and performance of our customers’ infrastructure, we have been and may become subject to lawsuits or claims for any failure of the systems that we work on, even if our services are not the cause of such failures, and we could be subject to civil and criminal liabilities to the extent that our services contributed to any property damage, personal injury or system failure. Insurance coverage may not be available or may be insufficient for these lawsuits, claims or legal proceedings. The outcome of any of these lawsuits, claims or legal proceedings could result in signiﬁcant costs and diversion of management’s attention from our business. Payments of signiﬁcant amounts, even if reserved, could materially and adversely affect our business, reputation, ﬁnancial condition, results of operations and cash ﬂows. We may incur liabilities and suffer negative ﬁnancial or reputational impacts relating to occupational health and safety matters. Our operations are subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace. While we have invested, and will continue to invest, substantial resources in our occupational health and safety programs, our industry involves a high degree of operational risk, and there can be no assurance that we will avoid signiﬁcant liability exposure. Our business is subject to numerous safety risks, including electrocutions, ﬁres, explosions, mechanical failures, weather-related incidents, transportation accidents and damage to equipment. These hazards can cause personal injury or loss of life, severe damage to or destruction of property and equipment and other consequential damages and could lead to suspension of operations, large monetary claims and, in extreme cases, criminal liability. Members of our workforce have suffered serious injuries or fatalities in the past and may suffer additional serious injuries or fatalities in the future. Monetary claims for damages to persons, including claims for bodily injury or loss of life, could result in substantial costs and liabilities. In addition, we have in the past, and we may in the future, be subject to criminal penalties relating to occupational health and safety violations, which have resulted in and could in the future result in substantial costs and liabilities. Any of the foregoing could result in ﬁnancial loss, which could have a material adverse impact on our business, ﬁnancial condition, results of operations and cash ﬂows. 14 Our customers seek to minimize safety risks on their sites, and they frequently review the safety records of outside contractors during the bidding process. If our safety record were to substantially deteriorate, we could become ineligible to bid on certain work, and our customers could cancel our contracts and not award us future business. Backlog may not be realized or may not result in proﬁts and may not accurately represent future revenue. Backlog is difficult to determine accurately, and companies within our industry may deﬁne backlog differently. Reductions in backlog due to cancellation, termination or scope adjustment by a customer or for other reasons could signiﬁcantly reduce the revenue and proﬁt we actually receive from contracts in backlog. In the event of a project cancellation, termination or scope adjustment, we typically have no contractual right to the total revenues reﬂected in our backlog. The timing of contract awards, duration of large new contracts and the mix of services, subcontracted work and material in our contracts can signiﬁcantly affect backlog reporting. Given these factors and our method of calculating backlog, our backlog at any point in time may not accurately represent the revenue that we expect to realize during any period, and our backlog as of the end of a ﬁscal year may not be indicative of the revenue we expect to earn in the following ﬁscal year and should not be viewed or relied upon as a stand-alone indicator. Consequently, we cannot provide assurance as to our customers’ requirements or our estimates of backlog. See ‘‘Item 1. Business — Backlog’’ for a discussion on how we calculate backlog for our business. Our business growth could outpace the capability of our internal resources and limit our ability to support growth. Our internal resources, including our workforce, specialized equipment and ﬁnancial resources, may not be adequate to support our operations as they expand, particularly if we are awarded a signiﬁcant number of large projects in a short time period. A large project may require hiring additional qualiﬁed personnel, such as linemen, ﬁeld supervisors, project managers, engineers and safety personnel, the supply of which may not be sufficient to meet our demands. Often large transmission projects require specialized equipment. To the extent that we are unable to buy or build equipment necessary for a project, either due to a lack of available funding or equipment shortages in the marketplace, we may be forced to rent equipment on a short-term basis or to ﬁnd alternative ways to perform the work without the beneﬁt of equipment ideally suited for the job, which could increase the costs of completing the project. Furthermore, we may be unable to buy or rent the specialty equipment and tooling we require due to the limited number of manufacturers and distributors in the marketplace. Larger projects may require substantial ﬁnancial resources to meet the cash ﬂow, bonding or letter of credit requirements imposed upon contractors by the customer. Future growth also could impose additional demands and responsibilities on members of our senior management. Our dependence on suppliers, subcontractors and equipment manufacturers could expose us to the risk of loss in our operations. On certain projects, we rely on suppliers to obtain the necessary materials and subcontractors to perform portions of our services. We also rely on equipment manufacturers to provide us with the equipment required to conduct our operations. Although we are not dependent on any single supplier, subcontractor or equipment manufacturer, any substantial limitation on the availability of required suppliers, subcontractors or equipment manufacturers could negatively impact our operations. The risk of a lack of available suppliers, subcontractors or equipment manufacturers may be heightened as a result of market and economic conditions. To the extent we cannot engage subcontractors or acquire equipment or materials, we could experience losses in the performance of our operations. Additionally, successful completion of our contracts may depend on whether our subcontractors successfully fulﬁll their contractual obligations. If our subcontractors fail to perform their contractual obligations as a result of ﬁnancial or other difficulties, or if our subcontractors fail to meet the expected completion dates or quality standards, we may be required to incur additional costs or provide additional services in order to make up such shortfall and we may suffer damage to our reputation. 15 Our participation in joint ventures and other projects with third parties may expose us to liability for failures of our partners. We may enter into joint venture or other strategic arrangements with other parties as part of our business operations. Success on a jointly performed project depends in large part on whether all parties satisfy their contractual obligations. Joint venture partners are generally jointly and severally liable for all liabilities and obligations of the joint venture. If a joint venture partner fails to perform or is ﬁnancially unable to bear its portion of required capital contributions or other obligations, including liabilities relating to claims or lawsuits, we could be required to make additional investments, provide additional services or pay more than our proportionate or agreed upon share of a liability to compensate for the partner’s shortfall. In addition, if we are unable to adequately address our partner’s performance issues, the customer may terminate the project, which could result in legal liability to us, reduce our proﬁt on the project or damage our reputation. Our inability to successfully execute our acquisition strategy may have an adverse impact on our growth strategy. Our business strategy includes expanding our presence in the industries we serve through strategic acquisitions of companies that complement or enhance our business. The number of acquisition targets that meet our criteria may be limited. We may also face competition for acquisition opportunities, and other potential acquirers may offer more favorable terms or have greater ﬁnancial resources available for potential acquisitions. This competition may further limit our acquisition opportunities and our ability to grow through acquisitions or could raise the prices of acquisitions and make them less accretive, or possibly not accretive, to us. Failure to consummate future acquisitions could negatively affect our growth strategies. Additionally, the acquisitions we complete may involve signiﬁcant cash expenditures, the incurrence or assumption of debt or burdensome regulatory requirements, and any acquisition may ultimately have a negative impact on our business, ﬁnancial condition, results of operations and cash ﬂows. Legislative or regulatory actions relating to electricity transmission and renewable energy may impact demand for our services. Current and potential legislative or regulatory actions may impact demand for our services. Certain legislation or regulations require utilities to meet reliability standards and encourage installation of new electric transmission and renewable energy generation facilities. However, it is unclear whether these initiatives will create sufficient incentives for projects or result in increased demand for our services. While many states have mandates in place that require speciﬁed percentages of electricity to be generated from renewable sources, states could reduce those mandates or make them optional, which could reduce, delay or eliminate renewable energy development in the affected states. Additionally, renewable energy is generally more expensive to produce and may require additional power generation sources as backup. The locations of renewable energy projects are often remote and may not be viable unless new or expanded transmission infrastructure to transport the electricity to demand centers is economically feasible. Furthermore, funding for renewable energy initiatives may not be available. These factors could result in fewer renewable energy projects and a delay in the construction of these projects and the related infrastructure, which could negatively impact our business. Our use of percentage-of-completion accounting could result in a reduction or reversal of previously recognized proﬁts. As discussed in ‘‘Item 7. Management’s Discussion and Analysis of Financial Condition and Results from Operations — Critical Accounting Policies’’ and in the notes to our Financial Statements, a signiﬁcant portion of our revenues is recognized over the contract term based on costs incurred under the cost-to-cost method. This method is used because management believes cost incurred best represent the amount of work completed and remaining on our projects, and is the most common basis for computing percentage of completion in our industry. The percentage-of-completion accounting practice we use results in our recognizing contract revenues and earnings ratably over the contract term in proportion to our incurrence of contract costs. The earnings or losses recognized on individual contracts are based on estimates of contract revenues, costs and proﬁtability. Contract losses are recognized in full when determined, and contract proﬁt 16 estimates are adjusted based on ongoing reviews of contract proﬁtability. In addition, we record adjustments to estimated costs of contracts when we believe the change in estimate is probable and the amounts can be reasonably estimated. These adjustments could result in both increases and decreases in proﬁt margins. Actual results could differ from estimated amounts and could result in a reduction or elimination of previously recognized earnings. Our insurance coverage will not fully indemnify us against certain claims or losses. Further, our insurance has limits and exclusions and not all losses or claims are insured. We perform work in hazardous environments and our employees are exposed to a number of hazards. Incidents can occur, regardless of fault, that may be catastrophic and adversely impact our employees and third parties by causing serious personal injury, loss of life, damage to property, wildﬁres or the environment, and interruption of operations. Our contracts may require us to indemnify our customers, project owners and others for injury, damage or loss arising out of our presence at our customers’ location, regardless of fault, or the performance of our work and provide for warranties for materials and workmanship. We may also be required to name the customer and others as an additional insured under our insurance policies. We maintain limited insurance coverage against these and other risks associated with our business. This insurance may not protect us against liability for certain events, including events involving pollution, professional liability, losses resulting from business interruption or acts of terrorism or damages from breach of contract by us. We cannot guarantee that our insurance will be adequate in risk coverage or policy limits to cover all losses or liabilities that we may incur. Moreover, in the future, we cannot assure that we will be able to maintain insurance at levels of risk coverage or policy limits that we deem adequate. Any future damages caused by our services that are not covered by insurance or are in excess of policy limits could have a material adverse effect on our results of operations, ﬁnancial position or cash ﬂows. Our actual costs may be greater than expected in performing our ﬁxed-price and unit-price contracts. We currently generate, and expect to continue to generate, a signiﬁcant portion of our revenues and proﬁts under ﬁxed-price and unit-price contracts. We must estimate the costs of completing a particular project when we bid for these types of contracts. The actual cost of labor and materials, however, may vary from the costs we originally estimated and we may not be successful in recouping additional costs from our customers. These variations, along with other risks inherent in performing ﬁxed-price and unit-price contracts, may cause actual revenue and gross proﬁts for a project to differ from those we originally estimated and could result in reduced proﬁtability or losses on projects due to changes in a variety of factors such as: • • • • • • • • • • • • • failure to properly estimate costs of engineering, material, equipment or labor; inefficient labor performance; unanticipated technical problems with the materials or services being supplied by us, which may require us to incur additional costs to remedy the problem; project modiﬁcations that create unanticipated costs; changes in the costs of equipment, materials, labor or subcontractors; the failure of our suppliers or subcontractors to perform; difficulties in our customers obtaining required governmental permits or approvals; site conditions that differ from those assumed in the original bid (to the extent contract remedies are unavailable); the availability and skill level of workers in the geographic location of the project; an increase in the cost of fuel or other resources; changes in local laws and regulations; delays caused by local weather conditions, third parties or customers; or quality issues requiring rework. 17 Our ﬁnancial results are based upon estimates and assumptions that may differ from actual results. In preparing our ﬁnancial statements in conformity with generally accepted accounting principles in the United States (‘‘GAAP’’), estimates and assumptions are used by management in determining the reported amounts of assets and liabilities, revenues and expenses recognized during the periods presented and disclosures of contingent assets and liabilities known to exist as of the date of the ﬁnancial statements. These estimates and assumptions must be made because certain information that is used in the preparation of our ﬁnancial statements is dependent on future events, cannot be calculated with a high degree of precision from data available or is not capable of being readily calculated. In some cases, these estimates are particularly difficult to determine, and we must exercise signiﬁcant judgment. The most signiﬁcant estimates we use are related to costs to complete contracts, pending change orders and claims, shared savings, insurance reserves, income tax reserves, estimates surrounding stock-based compensation, the recoverability of goodwill and intangibles, and accounts receivable reserves. We also may use estimates in our assessment of the useful lives of property and equipment, the valuation allowance on deferred taxes and the provision for income taxes. From time-to-time, we may publicly provide earnings or other forms of guidance, which reﬂect our predictions about future revenue, operating costs and capital structure, among other factors. These predictions may be impacted by estimates, as well as other factors that are beyond our control and may not turn out to be correct. Actual results for all estimates could differ materially from the estimates and assumptions that we use. We maintain insurance policies with respect to automobile liability, general liability, workers’ compensation, and other coverages, but those policies do not cover all possible claims and are subject to high deductible limits. We also have an employee health care beneﬁt plan for employees not subject to collective bargaining agreements, which is subject to certain deductible limits. Insurance losses are accrued based upon our estimates of the ultimate liability for claims reported and an estimate of claims incurred but not yet reported. However, insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety programs, and as a result, our actual losses may exceed our estimates. The loss of a key customer could have an adverse effect on us. Our customer base is highly concentrated, with our top ten customers accounting for 32.9% of our revenue. Much of our success depends on developing and maintaining relationships with our major customers. Our revenue could signiﬁcantly decline if we lose one or more of our signiﬁcant customers. In addition, revenues generated from contracts with signiﬁcant customers may vary from period-to-period depending on the timing and volume of work ordered by such customers in a given period and as a result of competition from the in-house service organizations of our customers. Our failure to comply with environmental and other laws and regulations could result in signiﬁcant liabilities. Our past, current and future operations are subject to numerous environmental and other laws and regulations governing our operations, including the use, transport and disposal of non-hazardous and hazardous substances and wastes, as well as emissions and discharges into the environment, including discharges to air, surface water, groundwater and soil. We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or properties to which hazardous substances or wastes were discharged by current or former operations at our facilities, regardless of whether we directly caused the contamination or violated any law at the time of discharge or disposal. The presence of contamination from such substances or wastes could interfere with ongoing operations or adversely affect our ability to sell, lease or otherwise use our properties in ways such as collateral for possible ﬁnancing. We could also be held liable for signiﬁcant penalties and damages under certain environmental laws and regulations, which could materially and adversely affect our business and results of operations. 18 In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or leaks, or the imposition of new permitting or cleanup requirements could require us to incur signiﬁcant costs or become the basis for new or increased liabilities that could harm our ﬁnancial condition and results of operations. In certain instances, we have obtained indemniﬁcation or covenants from third parties (including our predecessor owners or lessors) for some or all of such cleanup and other obligations and liabilities. However, such third-party indemnities or covenants may not cover all of our costs. Legislative and regulatory proposals to address greenhouse gas emissions could result in a variety of regulatory programs, additional charges to fund energy efficiency activities, or other regulatory actions. Any of these actions could result in increased costs associated with our operations and impact the prices we charge our customers. If new regulations are adopted regulating greenhouse gas emissions from mobile sources such as cars and trucks, we could experience a signiﬁcant increase in environmental compliance costs in light of our large ﬂeet. In addition, if our operations are perceived to result in high greenhouse gas emissions, our reputation could suffer. In addition, we are subject to laws and regulations protecting endangered species. Laws also protect Native American artifacts and archaeological sites and a part of our business is operated in the southwestern United States, where there is a greater chance of discovering those sites. We may incur work stoppages to avoid violating these laws and regulations, or we may risk ﬁnes or other sanctions for accidentally or willfully violating these laws and regulations. Unavailability or cancellation of third party insurance coverages would increase our overall risk exposure and could disrupt our operations. We maintain insurance coverages from third party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain speciﬁc insurance coverage limits. Although we maintain insurance policies with respect to automobile liability, general liability, workers’ compensation, our employee group health program, and other types of coverages, these policies are subject to high deductibles, and we are self-insured up to the amount of those deductibles. There can be no assurance that our current or past insurance coverages will be sufficient or effective under all circumstances or against all claims and liabilities to which we may be subject. We renew our insurance policies on an annual basis; therefore, deductibles and levels of insurance coverages may change in future periods. There can be no assurance that any of our existing insurance coverages will be renewed upon the expiration of the coverage period or that future coverage will be affordable at the required limits. In addition, insurers may fail, cancel our coverage, determine to exclude certain items from coverage, or otherwise be unable to provide us with adequate insurance coverage. We may not be able to obtain certain types of insurance or incremental levels of insurance in scope or amount sufficient to cover liabilities we may incur. If any of these events occurs, our overall risk exposure would increase and our operations could be disrupted. If our risk exposure increases as a result of adverse changes in our insurance coverages, we could be subject to increased claims and liabilities that could negatively affect our results of operations and ﬁnancial condition. We extend trade credit to customers for purchases of our services, and may have difficulty collecting receivables from them. We grant trade credit, generally without collateral, to our customers for the purchase of our services. We have in the past, and may in the future, have difficulty collecting receivables from customers, particularly those experiencing ﬁnancial difficulties. Our customers in the T&D segment include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. Our customers in the C&I segment include general contractors, commercial and industrial facility owners, local governments and developers located in our regional markets. Our customers also include special purpose entities that own T&D projects which do not have the ﬁnancial resources of traditional transmission utility operators. Consequently, we are subject to potential credit risk related to changes in business and economic factors. Due to our work on large 19 construction projects, a few customers sometimes may comprise a large portion of our receivable balance at any point in time. If any of our major customers experience ﬁnancial difficulties, we could experience reduced cash ﬂows and losses in excess of current allowances provided. In addition, material changes in any of our customers’ revenues or cash ﬂows could affect our ability to collect amounts due from them. We may not be able to compete for, or work on, certain projects if we are not able to obtain necessary bonds, letters of credit, bank guarantees or other ﬁnancial assurances. Many of our contracts require that we provide security to our customers for the performance of their projects in the form of bonds, letters of credit, bank guarantees or other ﬁnancial assurances. Current or future market conditions, including losses incurred in the construction industry or as a result of large corporate bankruptcies, as well as changes in our sureties’ assessment of our operating and ﬁnancial risk, could cause our surety providers and lenders to decline to issue or renew, or substantially reduce the amount of, bid or performance bonds for our work and could increase our costs associated with collateral. These actions could be taken on short notice. If our surety providers or lenders were to limit or eliminate our access to bonding, letters of credit or guarantees, our alternatives would include seeking capacity from other sureties and lenders, ﬁnding more business that does not require bonds or allows for other forms of collateral for project performance, such as cash. We may be unable to secure these alternatives in a timely manner, on acceptable terms, or at all, which could affect our ability to bid for or work on future projects requiring ﬁnancial assurances. We have also granted security interests in various assets to collateralize our obligations to our sureties and lenders. Furthermore, under standard terms in the surety market, sureties issue or continue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing any bonds. If we were to experience an interruption or reduction in the availability of bonding capacity as a result of these or any other reasons, we may be unable to compete for or work on certain projects that would require bonding. Inability to hire or retain key personnel could disrupt our business. The success of our business depends upon the continued efforts and abilities of our executive officers and senior management, including the management at each operating subsidiary. The relationships between our executive officers and senior management and our customers are important to obtaining and retaining business. We are also dependent upon our project managers and ﬁeld supervisors who are responsible for managing and recruiting employees to our projects. There can be no assurance that any individual will continue in his or her capacity for any particular period of time. Industry-wide competition for managerial talent is high. Given that level of competition, there could be situations where our overall compensation package may be viewed as less attractive as compared to our competition, and we may experience the loss of key personnel. The loss of key personnel, or the inability to hire and retain qualiﬁed employees, could negatively impact our ability to manage our business and relationships with our customers. Our business may be affected by seasonal and other variations, including severe weather conditions and the nature of our work environment. Although our revenues are primarily driven by spending patterns in our customers’ industries, our revenues and results of operations can be subject to seasonal variations, particularly in our T&D segment. These variations are inﬂuenced by weather, hours of daylight, customer spending patterns, available system outages from utilities and holidays, and can have a signiﬁcant impact on our gross margins. Our proﬁtability may decrease during the winter months and during severe weather conditions because work performed during these periods may be restricted and more costly to complete. Additionally, our T&D customers often cannot remove their T&D lines from service during the summer months when consumer demand for electricity is at its peak, delaying the demand for our maintenance and repair services. Furthermore, our work is performed under a variety of conditions, including but not limited to, difficult terrain, difficult site conditions and large urban centers where delivery of materials and availability of labor may be impacted and sites which may have been exposed to harsh and hazardous conditions. Working capital needs are also inﬂuenced by the seasonality of our business. We generally experience a need for additional working capital during the spring when we increase outdoor construction in weather-affected regions of the country, and we convert working capital assets to cash during the winter months. 20 We may fail to execute or integrate acquisitions or joint ventures successfully. As part of our growth strategy, we may acquire companies or enter into joint ventures that expand, complement or diversify our business. The number of acquisition targets or joint venture opportunities that meet our criteria may be limited, and we may face competition for these opportunities. Acquisitions or joint ventures that we may pursue may also involve signiﬁcant cash expenditures, the incurrence or assumption of debt or burdensome regulatory requirements. Future acquisitions or joint ventures may expose us to operational challenges and risks, including the diversion of management’s attention from our existing business, the failure to retain key personnel or customers of an acquired business, difficulties integrating the operations and personnel, failure of acquired companies to achieve the results we expect, the assumption of unknown liabilities of the acquired business for which there are inadequate reserves and the potential impairment of acquired intangible assets. Our ability to grow and maintain our competitive position may be affected by our ability to successfully integrate any businesses acquired. Work stoppages or other labor issues with our unionized workforce could adversely affect our business. As of December 31, 2018, approximately 88% of our craft labor employees were covered by collective bargaining agreements. Although the majority of these agreements prohibit strikes and work stoppages, we cannot be certain that strikes or work stoppages will not occur in the future. Strikes or work stoppages could adversely impact our relationships with our customers and could cause us to lose business, resulting in decreased revenues. Failure to obtain permitting, right-of-way access and other tactical considerations prior to the commencement of work could delay the commencement of work on projects or cause modiﬁcations of work plans, potentially resulting in lower margins. We generally plan for certain up-front time and other costs to obtain required permitting and right-of-way access and for other tactical challenges prior to the commencement of work on our projects. Delays in obtaining, or the inability to obtain, permits or right-of-way access, could negatively impact our margins due to additional cost and unabsorbed overhead resulting from undeployed staff and equipment. Additionally, we may encounter unexpected tactical issues on the site which could lead to unanticipated costs and delays, which we may not be able to recover from our customers. Multi-employer pension plan obligations related to our unionized workforce could adversely impact our earnings. Our collective bargaining agreements may require us to participate with other companies in various multi-employer pension plans. To the extent that we participate in any multi-employer pension plans that are underfunded, the Employee Retirement Income Security Act of 1974, as amended by the Multi-Employer Pension Plan Amendments Act of 1980, may subject us to substantial liabilities under those plans if we were to withdraw from them, if they were terminated or experience a mass withdrawal. Furthermore, the Pension Protection Act of 2006, as amended by the Consolidated and Further Continuing Appropriations Act of 2015 (the ‘‘PPA’’) imposes additional funding and operational rules applicable to plan years beginning after 2007 for multi-employer pension plans that are classiﬁed as either ‘‘endangered,’’ ‘‘seriously endangered’’ or ‘‘critical’’ status. Plans in these classiﬁcations must adopt measures to improve their funded status, which may require additional employer contributions and/or modiﬁcations to employee beneﬁts based on future union wages paid. We have been informed that several of the multi-employer pension plans to which our subsidiaries contribute have been classiﬁed as ‘‘critical’’ or ‘‘endangered’’ status as deﬁned by the PPA. Although we are not currently aware of any potential signiﬁcant liabilities to us as a result of these plans being classiﬁed as being in a ‘‘critical’’ or ‘‘endangered’’ status, our future ﬁnancial results could be impacted by the amended funding rules. Our results of operations could be adversely affected as a result of asset impairments Our results of operations and ﬁnancial condition could be adversely affected by impairments to goodwill, other intangible assets, receivables, long-lived assets or investments. For example, when we acquire a 21 business, we record goodwill in an amount equal to the amount we paid for the business minus the fair value of the net tangible assets and other intangible assets of the acquired business. Goodwill and other intangible assets that have indeﬁnite useful lives cannot be amortized, but instead must be tested at least annually for impairment. For additional description on this impairment testing, please read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — “Goodwill and Intangibles’’. Any future impairments, including impairments of goodwill, intangible assets, long-lived assets or investments, could have a material adverse effect on our ﬁnancial condition and results of operations for the period in which the impairment is recognized. We may not have access in the future to sufficient funding to ﬁnance desired growth and operations. If we cannot secure funds in the future, including ﬁnancing on acceptable terms, we may be unable to support our growth strategy or future operations. Our credit facility contains numerous covenants and requires us to meet and maintain certain ﬁnancial ratios and other tests. General business and economic conditions may affect our ability to comply with these covenants or meet those ﬁnancial ratios and other tests, which may limit our ability to borrow under the facility. Restrictions in the availability of bank credit could cause us to forgo otherwise attractive business opportunities and could require us to modify our business plan. We will continue to closely monitor our liquidity and the overall condition of the ﬁnancial markets; however, we can give no assurance that we will be able to obtain such ﬁnancing either on favorable terms or at all in the future. We, or our business partners, may be subject to failures, interruptions or breaches of information technology systems, which could affect our operations or our competitive position, expose sensitive information or damage our reputation. We use our own information technology systems as well as our business partners’ systems to maintain certain data and provide reports. Furthermore, in connection with our business we collect and retain personally identiﬁable and other sensitive information of our customers, stockholders and employees, all of which expect that we will adequately protect such information. The failure of these systems to operate effectively or problems with transitioning to upgraded or replacement systems could cause delays and reduce the efficiency of our operations, which could have a material adverse effect on our results of operations, and signiﬁcant costs could be incurred to remediate the problem. Additionally, our security measures, and those of our business partners, may be compromised as a result of third-party security breaches, employee error, malfeasance, faulty password management, or other irregularity, and may result in persons obtaining unauthorized access to our customer, stockholder or employee data or accounts. While we devote signiﬁcant resources to network security and other security measures to protect our systems and data, these security measures cannot provide absolute security. If a security breach affects our informational technology systems, or results in the unauthorized release of our proprietary or sensitive information, our competitive situation or our reputation could be damaged and could result in signiﬁcant costs, ﬁnes and litigation. Our stock has experienced signiﬁcant price and volume ﬂuctuations and future sales of our common stock could lead to dilution of our issued and outstanding common stock. From time to time, the price and trading volume of our common stock, as well as the stock of other companies in our industry, may experience periods of signiﬁcant volatility in response to various factors and events beyond our control. Company-speciﬁc issues and developments generally in our industry (including the regulatory environment) and the capital markets and the economy in general may cause this volatility. We may issue equity securities in the future, including securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The issuance of additional shares of our common stock or other equity securities, including sales of shares in connection with any future acquisitions, could be substantially dilutive to our stockholders. In addition numerous factors could have a signiﬁcant effect on the price of our common stock, including but not limited to: • • announcements of ﬂuctuations in our operating results or the operating results of one of our competitors; market conditions in our customers’ industries; 22 • • • • • • capital spending plans of our signiﬁcant customers; announcements by us or one of our competitors of new or terminated customers or new, amended or terminated contracts; announcements of acquisitions by us or one of our competitors; changes in recommendations or earnings estimates by securities analysts; future repurchases of our common stock; and future sales of our common stock or other securities, including any shares issued in connection with business acquisitions or earn-out obligations for any future acquisitions. Our operations are subject to a number of operational risks which may result in unexpected costs or liabilities. Unexpected costs or liabilities may arise from lawsuits or indemnity claims related to the services we perform or have performed in the past. We have in the past been, and may in the future be, named as a defendant in lawsuits, claims and other legal proceedings during the ordinary course of our business. These actions may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, breach of contract, property damage, environmental remediation, punitive damages, civil penalties or other losses, consequential damages or injunctive or declaratory relief. In addition, pursuant to our service arrangements, we generally indemnify our customers for claims related to the services we provide under those service arrangements. In some instances, our services are integral to the operation and performance of the electric distribution and transmission infrastructure. As a result, we may become subject to lawsuits or claims for any failure of the systems we work on, even if our services are not the cause for such failures. In addition, we may incur civil and criminal liabilities to the extent that our services contributed to any personal injury or property damage. The outcome of any of these lawsuits, claims or legal proceedings could result in signiﬁcant costs and diversion of managements’ attention to the business. Opportunities associated with government contracts could lead to increased governmental regulation applicable to us. Most government contracts are awarded through a regulated competitive bidding process. If we were to be successful in being awarded government contracts, signiﬁcant costs could be incurred by us before any revenues were realized from these contracts. Government agencies may review a contractor’s performance, cost structure and compliance with applicable laws, regulations and standards. If government agencies determine through these reviews that costs were improperly allocated to speciﬁc contracts, they will not reimburse the contractor for those costs or may require the contractor to refund previously reimbursed costs. If government agencies determine that we engaged in improper activity, we may be subject to civil and criminal penalties. Government contracts are also subject to renegotiation of proﬁt and termination by the government prior to the expiration of the term. Changes in our interpretation of tax laws could impact the determination of our income tax liabilities for a tax year. We have operations in the United States and Canada and are subject to the jurisdiction of a multiple federal and state taxing authorities. The income earned in these various jurisdictions is taxed on different bases which are subject to change by the taxing authorities. The ﬁnal determination of our income tax liabilities involves the interpretation of local tax laws, tax treaties and related authorities in each jurisdiction, as well as the signiﬁcant use of estimates and assumptions regarding the scope of future operations and results achieved and the timing and nature of income earned and expenditures incurred. Changes in the operating environment, including changes in or interpretation of tax law, could impact the determination of our income tax liabilities for the year. 23 Risks associated with operating in the Canadian market could restrict our ability to expand and harm our business and prospects. There are numerous inherent risks in conducting our business in a different country including, but not limited to, potential instability in markets, political, economic or social conditions, and difficult or additional legal and regulatory requirements applicable to our operations. Limits on our ability to repatriate earnings, exchange controls, and complex U.S. and Canadian laws and treaties could also adversely impact our operations. Changes in the value of the Canadian dollar could increase or decrease the U.S. dollar value of our proﬁts earned or assets held in Canada or potentially limit our ability to reinvest earnings from our operations in Canada to fund the ﬁnancing requirements of our operations in the U.S. These risks could restrict our ability to provide services to Canadian customers or to operate our Canadian business proﬁtably, and could negatively impact our results. We also are exposed to currency risks relating to the translation of certain monetary transactions, assets and liabilities. Our failure to comply with the laws applicable to our Canadian activities, including the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws, could have an adverse effect on us. The U.S. Foreign Corrupt Practices Act (‘‘FCPA’’) and similar anti-bribery laws in other jurisdictions prohibit U.S.-based companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Our policies mandate compliance with all applicable anti-bribery laws. Although we have policies and procedures designed to ensure that we, our employees, our agents and others who work with us in foreign countries comply with the FCPA and other anti-bribery laws, there is no assurance that such policies or procedures will protect us against liability under the FCPA or other laws for actions taken by our agents, employees and intermediaries. If we are found to be liable for FCPA violations (either due to our own acts or inadvertence, or due to the acts or inadvertence of others), we could suffer from severe criminal or civil penalties or other sanctions, which could have a material adverse effect on our reputation, business, results of operations, ﬁnancial condition or cash ﬂows. In addition, detecting, investigating and resolving actual or alleged FCPA violations is expensive and could consume signiﬁcant time and attention of our senior management. The nature of our business exposes us to potential liability for warranty claims and faulty engineering, which may reduce our proﬁtability. Under our contracts with customers, we typically provide a warranty for the services we provide, guaranteeing the work performed against defects in workmanship and material. As much of the work we perform is inspected by our customers for any defects in construction prior to acceptance of the project, the warranty claims that we have historically received have been minimal. Additionally, materials used in construction are often provided by the customer or are warranted against defects from the supplier. However, certain projects may have longer warranty periods and include facility performance warranties that may be broader than the warranties we generally provide. In these circumstances, if warranty claims occurred, it could require us to re-perform the services or to repair or replace the warranted item, at a cost to us, and could also result in other damages if we are not able to adequately satisfy our warranty obligations. In addition, we may be required under contractual arrangements with our customers to warrant any defects or failures in materials we provide that we purchase from third parties. While we generally require suppliers to provide us warranties that are consistent with those we provide to the customers, if any of these suppliers default on their warranty obligations to us, we may incur costs to repair or replace the defective materials for which we are not reimbursed. Costs incurred as a result of warranty claims could adversely affect our operating results, ﬁnancial condition and cash ﬂows. Our business involves professional judgments regarding the planning, design, development, construction, operations and management of electric power transmission and commercial construction. Because our projects are often technically complex, our failure to make judgments and recommendations in accordance with applicable professional standards, including engineering standards, could result in damages. While we do not generally accept liability for consequential damages, and although we have adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, a signiﬁcantly adverse or catastrophic event at one of our project sites or completed projects resulting from the services we have performed could result in signiﬁcant warranty, professional liability, or other claims against us as well as 24 reputational harm, especially if public safety is impacted. These liabilities could exceed our insurance limits or could impact our ability to obtain insurance in the future. In addition, customers, subcontractors or suppliers who have agreed to indemnify us against any such liabilities or losses might refuse or be unable to pay us. An uninsured claim, either in part or in whole, if successful and of a material magnitude, could have a substantial impact on our business, ﬁnancial condition, results of operations and cash ﬂows. Our internal controls over ﬁnancial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur. Internal controls over ﬁnancial reporting and disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objective will be met. On a quarterly basis we evaluate our internal controls over ﬁnancial reporting and our disclosure controls and procedures, which include a review of the objectives, design, implementation and effectiveness of the controls and the information generated for use in our periodic reports. In the course of our controls evaluation, we seek to identify data errors, control problems and to conﬁrm that appropriate corrective actions, including process improvements, are being undertaken. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be satisﬁed. Internal controls over ﬁnancial reporting and disclosure controls and procedures are designed to give reasonable assurance that they are effective and achieve their objectives. We cannot provide absolute assurance that all possible future control issues have been detected. These inherent limitations include the possibility that our judgments can be faulty, and that isolated breakdowns can occur because of human error. The design of our system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed absolutely in achieving our stated goals under all potential future or unforeseeable conditions. We may discover in the future that we have deﬁciencies in the design and operation of our internal controls. If any deﬁciency in our internal controls, either by itself or in combination with other deﬁciencies, becomes a ‘‘material weakness’’, such that there is a reasonable possibility that a material misstatement of the annual or interim ﬁnancial statements will not be prevented or detected on a timely basis, we may be unable to conclude that we have effective internal control over ﬁnancial reporting. In such event, investors could lose conﬁdence in the reliability of our ﬁnancial statements, which may signiﬁcantly harm our business and cause our stock price to decline. An increase in the prices of certain materials and commodities used in our business could adversely affect our business. For certain contracts, we are exposed to market risk of increases in certain commodity prices of materials, such as copper and steel, which are used as components of supplies or materials utilized in all of our operations. We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our ﬂeet vehicles. While we believe we can increase our prices to adjust for some price increases in commodities, there can be no assurance that price increases of commodities, if they were to occur, would be recoverable. Additionally, some of our ﬁxed price contracts do not allow us to adjust our prices and, as a result, increases in material or fuel costs could reduce our proﬁtability with respect to such projects. Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase signiﬁcantly. Borrowings under our credit facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on our variable rate indebtedness will increase even if the amount borrowed remains the same, and our net income and cash ﬂows, including cash available for servicing our indebtedness, will correspondingly decrease. In addition, borrowing under our revolving credit facility may use London Interbank Offering Rate (‘‘LIBOR’’) as a benchmark for establishing the interest rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our variable rate indebtedness. 25 Certain provisions in our organizational documents and Delaware law could delay or prevent a change in control of our company. The existence of certain provisions in our organizational documents and Delaware law could delay or prevent an unsolicited change in control of our company, even if a change of control might be beneﬁcial to our shareholders. For example, provisions in our certiﬁcate of incorporation and by-laws that could delay or prevent a change in control of our company include: a staggered board of directors, the potential of our board of directors to authorize the issuance of preferred stock, the power of a majority of our board of directors to ﬁx the number of directors, the power of our board of directors to ﬁll a vacancy on the board of directors, including when such vacancy occurs as a result of an increase in the number of directors, the requirement that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders and not by written consent, and advance notice provisions for director nominations or business to be considered at a stockholder meeting. In addition, Delaware law imposes restrictions on mergers and other business combinations between us and an interested stockholder (deﬁned as the holder of 15% or more of our outstanding common stock), and prohibits us from engaging in any of a broad range of business transactions with an interested stockholder, or an interested stockholder’s affiliates and associates, for a period of three years following the date such stockholder became an interested stockholder. We are subject to risks associated with climate change. Climate change may create physical and ﬁnancial risk. Physical risks from climate change could, among other things, include an increase in extreme weather events (such as ﬂoods or hurricanes), rising sea levels and limitations on water availability and quality. Such extreme weather conditions may limit the availability of resources, increasing the costs of our projects, or may cause projects to be delayed or cancelled. Additionally, legislative and regulatory responses related to climate change and new interpretations of existing laws through climate change litigation may also negatively impact our operations. The cost of additional environmental regulatory requirements could impact the availability of goods and increase our costs. International treaties or accords could also have an impact on our business to the extent they lead to future governmental regulations. Compliance with any new laws or regulations regarding the reduction of greenhouse gases could result in signiﬁcant changes to our operations and a signiﬁcant increase in our cost of conducting business. Item 1B. Unresolved Staff Comments None. Item 2. Properties Our principal executive offices are located at 1701 Golf Road, Suite 3-1012, Rolling Meadows, Illinois 60008, the lease term of which expires on April 30, 2023. In addition to our executive offices, our corporate accounting and ﬁnance departments, corporate information technology department and certain legal and other personnel are located at this office. As of December 31, 2018, we owned 15 operating facilities and leased many other properties in various locations throughout our service territory. Most of our properties are used as offices or for ﬂeet operations. We believe that our facilities are adequate for our current operating needs. We do not believe that any owned or leased facility is material to our operations and, if necessary, we could obtain replacement facilities for our leased facilities. Item 3. Legal Proceedings We are, from time-to-time, party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, punitive damages, civil and criminal penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, separately or in the aggregate, would be expected to have a material adverse effect on our ﬁnancial position, results of operations, or cash ﬂows. 26 We are routinely subject to other civil claims, litigation and arbitration, and regulatory investigations arising in the ordinary course of our past and present businesses as well as in respect of our divested businesses. Some of these include claims related to our services and operations, and asbestos-related claims concerning operations of a divested subsidiary of our predecessor. We believe that we have strong defenses to these claims as well as insurance coverage that will contribute to any settlement or liability in the event any asbestos-related claim is not resolved in our favor. These claims have not had a material impact on us to date, and we believe the likelihood that a future material adverse outcome will result from these claims is remote. However, if facts and circumstances change in the future, we cannot be certain that an adverse outcome of one or more of these claims would not have a material adverse effect on our ﬁnancial condition, results of operations, or cash ﬂows. Item 4. Mine Safety Disclosures Not Applicable. 27 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock, par value $0.01, is listed on The Nasdaq Global Market under the symbol ‘‘MYRG.’’ Holders of Record As of March 1, 2019, we had 10 holders of record of our common stock. Dividend Policy We have neither declared nor paid any cash dividend on our common stock since our common stock began trading publicly on August 12, 2008. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to compliance with legal requirements and covenants under any existing ﬁnancing agreements, which may restrict or limit our ability to declare or pay dividends, and will depend on our ﬁnancial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant. Issuances of Common Stock. On October 25, 2018, a total of 687 unregistered shares of our common stock, valued at $21,977, were issued to directors of the Company who elected to receive a portion of their director retainer fee in stock in lieu of cash. The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Purchases of Common Stock. We did not purchase any shares of common stock in October, November or December of 2018. Performance Graph The following Performance Graph and related information shall be deemed ‘‘furnished’’ and not ‘‘ﬁled’’ for purposes of Section 18 of the Exchange Act, and such information shall not be incorporated by reference into any future ﬁling under the Securities Act or the Exchange Act except to the extent that we speciﬁcally incorporate it by reference into such ﬁling. The following graph compares, for the period from December 31, 2013 to December 31, 2018, the cumulative total stockholder return on our common stock with the cumulative total return on the Standard & Poor’s 500 Index (the ‘‘S&P 500 Index’’), the Russell 2000 Index, and a peer group index selected by our management that includes fourteen publicly traded companies within our industry (the ‘‘Peer Group’’). The comparison assumes that $100 was invested on December 31, 2013 and further assumes any dividends were reinvested quarterly. The stock price performance reﬂected on the following graph is not necessarily indicative of future stock price performance. 28 The companies in the Peer Group were selected because they comprise a broad group of publicly traded companies, each of which has some operations similar to ours. When taken as a whole, the Peer Group more closely resembles our total business than any individual company in the group while reducing the impact of a signiﬁcant change in any one of the Peer Group company’s stock price. We removed Willbros Group, Inc. and TRC Companies, Inc. from our Peer Group because they are no longer publicly traded. The Peer Group is composed of the following companies: Aegion Corporation Astec Industries, Inc. Comfort Systems USA, Inc. Dycom Industries, Inc. EMCOR Group* Granite Construction Incorporated IES Holdings, Inc. MasTec, Inc.* Matrix Service Company Primoris Services Corporation* Quanta Services, Inc.* Tetra Tech, Inc. * Considered our core group of peers with a more signiﬁcant portion of operations being similar to ours than the overall group. Graph presents entire Peer Group. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among MYR Group, Inc., the S&P 500 Index, the Russell 2000 Index, and a Peer Group $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 12/13 12/14 12/15 12/16 12/17 12/18 MYR Group, Inc. S&P 500 Russell 2000 Peer Group *$100 invested on 12/31/13 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2019 Standard & Poor's, a division of S&P Global. All rights reserved. Copyright© 2019 Russell Investment Group. All rights reserved. MYR Group Inc. . . S&P 500 . . . . . . . . Russell 2000 . . . . . . Peer Group . . . . . . 12/31/2013 100.00 100.00 100.00 100.00 12/31/2014 109.25 113.69 104.89 92.52 12/31/2015 82.18 115.26 100.26 92.29 12/31/2016 150.24 129.05 121.63 137.84 12/31/2017 142.46 157.22 139.44 160.41 12/31/2018 112.32 150.33 124.09 121.46 29 Item 6. Selected Financial Data The following table sets forth certain summary ﬁnancial information on a historical basis. The summary statement of operations and the balance sheet data set forth below have been derived from our audited Financial Statements and footnotes thereto included elsewhere in this ﬁling or in prior ﬁlings. Our Financial Statements have been prepared in accordance with GAAP. Historical results are not necessarily indicative of the results we expect in the future and quarterly results are not necessarily indicative of the results of any future quarter or any full-year period. The information below should be read in conjunction with ‘‘Item 7. Management’s Discussion and Analysis of Financial Condition and Results from Operations’’ and the Financial Statements and notes thereto included in this Annual Report on Form 10-K. Statement of operations data: (in thousands, except per share data) Contract revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract costs Gross proﬁt . . . . . . . . . . . . . . Selling, general and administrative expenses . . . . . . . . . . . . . . . . . Amortization of intangible assets . . . Gain on sale of property and 2018 $1,531,169 1,364,109 167,060 118,737 1,843 equipment Income from operations . . . . . . . . . . . . . . . . . . . . . Other income (expense): Interest income . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . Other income (expense), net Income before provision for income taxes . . . . . . . . . . . Income tax expense(1) . . . . . Net income . . . . . . . . . . . . . . . . . Less: net income − noncontrolling (3,832) 50,312 24 (3,652) (3,616) 43,068 11,774 31,294 For the year ended December 31, 2016 $1,142,487 1,007,764 134,723 2015 $1,061,681 939,340 122,341 2017 $1,403,317 1,278,313 125,004 98,611 499 (3,664) 29,558 4 (2,603) (2,319) 24,640 3,486 21,154 96,424 886 (1,341) 38,754 5 (1,299) 885 38,345 16,914 21,431 79,186 571 (2,257) 44,841 25 (741) 174 44,299 16,997 27,302 2014 $943,967 811,553 132,414 73,818 334 (142) 58,404 106 (722) 162 57,950 21,406 36,544 interests . . . . . . . . . . . . . . . . . . 207 — — — — Net income attributable to MYR Group Inc. . . . . . . . . . . . . . . . . $ 31,087 $ 21,154 $ 21,431 $ 27,302 $ 36,544 Income per common share attributable to MYR Group Inc.: − Basic . . . . . . . . . . . . . . . . . . . . − Diluted . . . . . . . . . . . . . . . . . . $ $ 1.89 1.87 $ $ 1.30 1.28 $ $ 1.25 1.23 $ $ 1.33 1.30 $ $ 1.73 1.69 Weighted average number of common shares and potential common shares outstanding: − Basic . . . . . . . . . . . . . . . . . . . . − Diluted . . . . . . . . . . . . . . . . . . 16,441 16,585 16,273 16,496 17,109 17,461 20,577 21,038 20,922 21,466 30 Balance sheet data: (in thousands) Cash and cash equivalents . . . . . . . Working capital(2) . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . Total debt . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . Stockholders’ equity attributable to 2018 $ 7,507 191,829 748,755 89,792 424,291 2017 $ 5,343 191,172 603,788 78,960 316,749 As of December 31, 2016 $ 23,846 146,677 573,495 59,070 310,321 2015 $ 39,797 123,630 524,925 — 195,045 2014 $ 77,636 141,913 520,086 — 197,553 MYR Group Inc. . . . . . . . . . . . . 322,984 287,039 263,174 329,880 322,553 Other Data: (Unaudited) (in thousands) Net cash ﬂows provided by (used in) . . . . . . . . . . operating activities Net cash ﬂows used in investing activities . . . . . . . . . . . . . . . . . Net cash ﬂows provided by (used in) ﬁnancing activities . . . . . . . . . . . Depreciation and amortization(3) . . . Capital expenditures . . . . . . . . . . . Backlog(4) . . . . . . . . . . . . . . . . . . EBITDA(5) . . . . . . . . . . . . . . . . . 2018 For the year ended December 31, 2016 2015 2017 2014 $ 84,789 $ (9,198) $ 54,490 $ 43,000 $ 54,976 (93,203) (26,501) (34,128) (56,928) (38,725) 10,642 39,913 50,704 1,146,637 86,609 $ 16,889 38,576 30,843 679,139 $ 65,815 (35,539) 39,122 25,371 688,832 $ 78,761 (23,911) 38,029 46,599 450,934 $ 83,044 (15,069) 33,423 39,045 433,641 $ 91,989 (1) The 2017 Tax Act (‘‘Tax Act’’), among its many provisions, reduced the federal statutory tax rate from 35% to 21%. The Company applied the new provisions to its tax assets and liabilities in 2017, which resulted in a net reduction of income tax expense. Income tax expense in the years after 2017 beneﬁted from the lower federal statutory tax rate and other provisions of the Tax Act. See further discussion in Note 10 — Income Taxes to our Financial Statements. (2) Working capital is a non-GAAP measure. The Company deﬁnes working capital as total current assets less total current liabilities. Certain adjustments were made to working capital beginning in 2016 that are not reﬂected in the prior periods. (3) Depreciation and amortization includes depreciation on capital assets, amortization of capital leases and amortization of ﬁnite-lived intangible assets. (4) Backlog represents our estimated revenue on uncompleted contracts, including the amount of revenue on contracts on which work has not begun, minus the revenue we have recognized under such contracts. See ‘‘Item 1. Business — Backlog’’ for a discussion on how we calculate backlog for our business and ‘‘Item 1A. Risk Factors — Backlog may not be realized or may not result in proﬁts and may not accurately represent future revenue.’’ (5) We deﬁne EBITDA, a performance measure used by management, as net income attributable to MYR Group Inc. plus net income from noncontrolling interests, interest expense net of interest income, provision for income taxes and depreciation and amortization, as shown in the following table. EBITDA, a non-GAAP ﬁnancial measure, does not purport to be an alternative to net income attributable to MYR Group Inc. as a measure of operating performance or to net cash ﬂows provided by operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of EBITDA may not be comparable to other similarly-titled measures of other companies. We use, and we believe investors beneﬁt from, the presentation of EBITDA in evaluating our operating performance because it provides us and our investors with an additional tool to compare our operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reﬂect our core operations. We believe that EBITDA is useful to investors and other external users of our Financial Statements in evaluating our operating performance and cash ﬂow because EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company 31 depending upon accounting methods and book value of assets, useful lives placed on assets, capital structure and the method by which assets were acquired. Using EBITDA as a performance measure has material limitations as compared to net income, or other ﬁnancial measures as deﬁned under GAAP, as it excludes certain recurring items, which may be meaningful to investors. EBITDA excludes interest expense net of interest income; however, as we have borrowed money to ﬁnance transactions and operations, or invested available cash to generate interest income, interest expense and interest income are elements of our cost structure and can affect our ability to generate revenue and returns for our stockholders. Further, EBITDA excludes depreciation and amortization; however, as we use capital and intangible assets to generate revenues, depreciation and amortization are a necessary element of our costs and ability to generate revenue. Finally, EBITDA excludes income taxes; however, as we are organized as a corporation, the payment of taxes is a necessary element of our operations. As a result of these exclusions from EBITDA, any measure that excludes interest expense net of interest income, depreciation and amortization and income taxes has material limitations as compared to net income. When using EBITDA as a performance measure, management compensates for these limitations by comparing EBITDA to net income in each period, to allow for the comparison of the performance of the underlying core operations with the overall performance of the company on a full-cost, after-tax basis. Using both EBITDA and net income to evaluate the business allows management and investors to (a) assess our relative performance against our competitors and (b) monitor our capacity to generate returns for our stockholders. The following table provides a reconciliation of net income attributable to MYR Group Inc. to EBITDA: (in thousands) Net income attributable to MYR Group Inc. . . . . . . . . . . . . . . . . . . . Net income − noncontrolling interests . . Net income . . . . . . . . . . . . . . . . . . . . Interest expense, net . . . . . . . . . . . . . Provision for income taxes . . . . . . . . Depreciation and amortization . . . . . . EBITDA . . . . . . . . . . . . . . . . . . . . . . 2018 $31,087 207 31,294 3,628 11,774 39,913 $86,609 For the year ended December 31, 2015 2016 2017 $21,154 — 21,154 2,599 3,486 38,576 $65,815 $21,431 — 21,431 1,294 16,914 39,122 $78,761 $27,302 — 27,302 716 16,997 38,029 $83,044 2014 $36,544 — 36,544 616 21,406 33,423 $91,989 We also use EBITDA as a liquidity measure. Certain material covenants contained within our credit agreement (the ‘‘Credit Agreement’’) are based on EBITDA. Non-compliance with these ﬁnancial covenants under the Credit Agreement — our interest coverage ratio which is deﬁned in the Credit Agreement as Consolidated EBITDA (as deﬁned in the Credit Agreement) divided by interest expense (as deﬁned in the Credit Agreement) and our leverage ratio, which is deﬁned in the Credit Agreement as Consolidated Total Indebtedness (as deﬁned in the Credit Agreement), divided by Consolidated EBITDA (as deﬁned in the Credit Agreement) — could result in our lenders requiring us to immediately repay all amounts borrowed. If we anticipated a potential covenant violation, we would seek relief from our lenders, likely causing us to incur additional cost, and such relief might not be available, or if available, might not be on terms as favorable as those in the Credit Agreement. In addition, if we cannot satisfy these ﬁnancial covenants, we would be prohibited under the Credit Agreement from engaging in certain activities, such as incurring additional indebtedness, making certain payments, and acquiring or disposing of assets. Based on the information above, management believes that the presentation of EBITDA as a liquidity measure is useful to investors and relevant to their assessment of our capacity to service or incur debt, fund capital expenditures, ﬁnance acquisitions and expand our operations. 32 The following table provides a reconciliation of net cash ﬂows provided by operating activities to EBITDA: (in thousands) Net cash ﬂows provided by (used in) 2018 For the year ended December 31, 2015 2016 2017 2014 operating activities . . . . . . . . . . . . . $ 84,789 $ (9,198) $ 54,490 $ 43,000 $ 54,976 Add/(subtract) Changes in operating assets and (10,363) liabilities . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash ﬂows provided by (used in) (43,132) operating activities . . . . . . . . . . . . 39,913 Depreciation and amortization . . . . . . 11,774 . . . . . . . . Provision for income taxes Interest expense, net . . . . . . . . . . . . . 3,628 EBITDA . . . . . . . . . . . . . . . . . . . . $ 86,609 65,743 13,795 26,669 23,314 (35,391) 38,576 3,486 2,599 $ 65,815 (46,854) 39,122 16,914 1,294 $ 78,761 (42,367) 38,029 16,997 716 $ 83,044 (41,746) 33,423 21,406 616 $ 91,989 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the other sections of this report, including the Financial Statements and related notes contained in Item 8 of this Annual Report on Form 10-K. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in ‘‘Forward-Looking Statements’’ and ‘‘Risk Factors.’’ We assume no obligation to update any of these forward-looking statements. Overview-Introduction We are a holding company of specialty electrical construction service providers that was established in 1995 through the merger of long-standing specialty contractors. Through our subsidiaries, we serve the electric utility infrastructure and commercial and industrial construction markets. We manage and report our operations through two industry segments: Transmission and Distribution (‘‘T&D’’) and Commercial and Industrial (‘‘C&I’’). We have operated in the transmission and distribution industry since 1891. We are one of the largest contractors servicing the T&D sector of the electric utility industry in the United States and provide T&D services in western Canada. Our T&D customers include many of the leading companies in the industry. We have operated in the commercial and industrial industry since 1912. We are one of the largest electrical contractors servicing the C&I industry in the United States and in western Canada. Our C&I customers include facility owners and general contractors. We believe that we have a number of competitive advantages in both of our segments, including our skilled workforce, extensive centralized ﬂeet, proven safety performance and reputation for timely completion of quality work that allows us to compete favorably in our markets. In addition, we believe that we are better capitalized than some of our competitors, which provides us with valuable ﬂexibility to take on additional and complex projects. We had revenues for the year ended December 31, 2018 of $1.531 billion compared to $1.403 billion for the year ended December 31, 2017. For the year ended December 31, 2018, net income attributable to MYR Group Inc. was $31.1 million compared to $21.2 million for the year ended December 31, 2017. Overview-Segments Transmission and Distribution segment. Our T&D segment provides comprehensive solutions to customers in the electric utility industry. Our T&D segment generally serves the electric utility industry as a prime contractor to customers such as investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. We have long-standing relationships with many of our T&D customers who rely on us to construct and maintain reliable electric and other utility infrastructure. Our T&D segment provides a broad range of services on electric transmission and distribution networks and substation facilities, which include design, engineering, procurement, construction, upgrade, maintenance and repair services, with a particular focus on construction, maintenance and repair. Our T&D services include the construction and maintenance of high voltage transmission lines, substations, lower voltage underground and overhead distribution systems, renewable power facilities and limited gas construction services. We also provide many services to our customers under multi-year master service agreements (‘‘MSAs’’) and other variable-term service agreements. For the year ended December 31, 2018, our T&D revenues were $893.1 million, or 58.3%, of our revenue, compared to $879.4 million, or 62.7%, of our revenue for the year ended December 31, 2017 and $819.0 million, or 71.7%, of our revenue for the year ended December 31, 2016. Revenues from transmission projects represented 62.6%, 68.5%, and 75.8% of T&D segment revenue for the years ended December 31, 2018, 2017 and 2016, respectively. Our T&D segment also provides restoration services in response to hurricanes, ice storms or other storm related events, which typically account for less than 5% of our annual revenues. 34 Measured by revenues in our T&D segment, we provided 40.5%, 31.4% and 56.9% of our T&D services under ﬁxed-price contracts during the years ended December 31, 2018, 2017 and 2016, respectively. We also provide many services to our customers under multi-year maintenance service agreements and other variable service agreements. Commercial and Industrial segment. Our C&I segment provides a wide range of services including design, installation, maintenance and repair of commercial and industrial wiring, installation of traffic networks and the installation of bridge, roadway and tunnel lighting. In our C&I segment, we generally provide our electric construction and maintenance services as a subcontractor to general contractors in the C&I industry as well as directly to facility owners. We have a diverse customer base with many long-standing relationships. We concentrate our efforts on projects where our technical and project management expertise are critical to successful and timely execution. The majority of C&I contracts cover electrical contracting services for airports, hospitals, data centers, hotels, stadiums, convention centers, manufacturing plants, processing facilities, waste-water treatment facilities, mining facilities and transportation control and management systems. For the year ended December 31, 2018, our C&I revenues were $638.1 million, or 41.7%, of our revenue, compared to $523.9 million, or 37.3%, of our revenue for the year ended December 31, 2017 and $323.5 million, or 28.3%, of our revenue for the year ended December 31, 2016. Measured by revenues in our C&I segment, we provided 71.0%, 63.7% and 73.4% of our services under ﬁxed-price contracts for the years ended December 31, 2018, 2017 and 2016, respectively. Overview-Revenue and Gross Margins Revenue Recognition. On January 1, 2018, we adopted accounting standards update (‘‘ASU’’) No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the modiﬁed retrospective method for contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after December 31, 2017 are presented under this new pronouncement, while prior period amounts were not adjusted and continue to be reported under the accounting standard Revenue Recognition Topic 605, which was in effect for those periods. Under Topic 606, we recognize revenue to depict the transfer of goods or services to customers in an amount that reﬂects the consideration that we expect to be entitled to in exchange for goods or services provided. Revenue associated with contracts with customers is recognized over time as our performance creates or enhances customer controlled assets or creates or enhances an asset with no alternative use, for which we have an enforceable right to receive compensation as deﬁned under the contract. To determine the amount of revenue to recognize over time, we utilized the cost-to-cost method as we believe cost incurred best represents the amount of work completed and remaining on our projects, and is the most common basis for computing percentage of completion in our industry. As the cost-to-cost method is driven by incurred cost, we calculate the percentage of completion by dividing costs incurred to date by the total estimated cost. The percentage of completion is then multiplied by estimated revenues to determine inception-to-date revenue. Revenue recognized for the period is the current inception-to-date recognized revenue less the prior period inception-to-date recognized revenue. If a contract is projected to result in a loss, the entire contract loss is recognized in the period when the loss was ﬁrst determined and the amount of the loss is updated in subsequent reporting periods. Additionally, contract costs incurred to date and expected total contract costs are continuously monitored during the term of the contract. Changes in the job performance, job conditions and ﬁnal contract settlements are factors that inﬂuence management’s assessment of total contract value and the total estimated costs to complete those contracts, and therefore, proﬁt and revenue recognition. Prior to 2018 under Topic 605, we recognized revenue on the percentage-of-completion method of accounting, which was commonly used in the construction industry. The percentage-of-completion accounting method resulted in recognizing contract revenues and earnings ratably over the contract term in proportion to our incurrence of contract costs. The proﬁts or losses recognized on individual contracts were based on estimates of contract revenues, costs and proﬁtability. Contract losses were recognized in full when determined, and contract proﬁt estimates were adjusted based on ongoing reviews of contract proﬁtability. Changes in job performance, labor costs, equipment costs, job conditions, weather, estimated proﬁtability and ﬁnal contract settlements sometimes resulted in revisions to costs and income and their effects were 35 recognized in the period in which the revisions were determined. We recorded adjustments to estimated costs of contracts when we believed the change in estimate was probable and the amounts could be reasonably estimated. These adjustments could have resulted in either increases or decreases in proﬁt margins. Gross Margins. Our gross margin can vary between periods as a result of many factors, some of which are beyond our control. These factors include: the mix of revenue derived from the industries we serve, the size and duration of our projects, the mix of business conducted in different parts of the United States and Canada, the mix in service and maintenance work compared to new construction work, the amount of work that we subcontract, the amount of material we supply, changes in labor, equipment or insurance costs, seasonal weather patterns, changes in ﬂeet utilization, pricing pressures due to competition, efficiency of work performance, ﬂuctuations in commodity prices of materials, delays in the timing of projects and other factors. The gross margins we record in the current period may not be indicative of margins in future periods. Overview-Economic, Industry and Market Factors We operate in competitive markets, which can result in pricing pressures for the services we provide. Work is often awarded through a bidding and selection process, where price is always a principal factor. We generally focus on managing our proﬁtability by: selecting projects that we believe will provide attractive margins; actively monitoring the costs of completing our projects; holding customers accountable for costs related to changes to contract speciﬁcations; and rewarding our employees for controlling costs. The demand for construction and maintenance services from our customers has been, and will likely continue to be, cyclical in nature and vulnerable to downturns in the markets we serve as well as the economy in general. The ﬁnancial condition of our customers and their access to capital, variations in the margins of projects performed during any particular period, and regional and national economic conditions in the United States and Canada may materially affect results. Project schedules, particularly in connection with larger, multi-year projects, can also create ﬂuctuations in our revenues. Other market and industry factors, such as changes to our customers’ capital spending plans or delays in regulatory approvals can affect project schedules. Changes in technology, tax and other incentives and new or changing regulatory requirements affecting the industries we serve can impact demand for our services. While we actively monitor economic, industry and market factors affecting our business, we cannot predict the impact such factors may have on our future results of operations, liquidity and cash ﬂows. As a result of economic, industry and market factors, our operating results in any particular period or year may not be indicative of the results that can be expected for any other period or for any other year. Overview-Seasonality and Nature of Our Work Environment Although our revenues are primarily driven by spending patterns in our customers’ industries, our revenues and results of operations, particularly those derived from our T&D segment, can be subject to seasonal variations. These variations are inﬂuenced by weather, daylight hours, availability of system outages from utilities, and holidays. During the winter months, demand for our T&D work may be high, but our work can be delayed due to inclement weather. During the summer months, the demand for our T&D work may be affected by fewer available system outages during which we can perform electrical line service work due to peak electrical demands caused by warmer weather conditions. During the spring and fall months, the demand for our T&D work may increase due to improved weather conditions and system availability; however, extended periods of rain and other severe weather can affect the deployment of our crews and efficiency of operations. Furthermore, our work is performed under a variety of conditions, including but not limited to, difficult terrain, difficult site conditions and large urban centers where delivery of materials and availability of labor may be impacted and sites which may have been exposed to harsh and hazardous conditions. We also provide storm restoration services to our T&D customers. These services tend to have a higher proﬁt margin. However, storm restoration service work that is performed under an MSA typically has similar rates to other work under the agreement. In addition, deploying employees on storm restoration work may, at times, delay work on other transmission and distribution work. Storm restoration service work is unpredictable and can affect results of operations. 36 Outlook Our business is directly impacted by the level of spending on T&D infrastructure and the level of C&I electrical construction activity across the United States and western Canada. We are optimistic about infrastructure spending and believe that improving industry activity will continue in both our transmission and distribution market segments and the drivers for utility investment will remain intact. We believe that regulatory reform, state renewable portfolio standards, the aging of the electric grid, and the general improvement of the economy will positively impact the level of spending by our customers in all of the markets we serve. Although competition remains strong, we see these trends as positive factors for us in the future. We continue to expect long-term growth in the transmission market, although the timing of large bids and subsequent construction will likely continue to be highly variable from year to year. The electric grid is aging and requires signiﬁcant upgrades and maintenance to meet current and future demands for electricity. Over the past several years, many utilities have begun to implement plans to improve reliability of their transmission systems and reduce congestion. These utilities have started or planned new construction, line upgrades and maintenance projects on their transmission systems. We believe that our customers remain committed to the expansion and strengthening of their transmission infrastructure, with planning, engineering and funding for many of their projects already in place. State renewable portfolio standards, which set required or voluntary standards for how much electricity is to be generated from renewable energy sources, as well as general environmental concerns, continue to drive the development of renewable energy projects. The economic feasibility of renewable energy projects, and therefore the attractiveness of investment in the projects, may depend on the availability of tax incentive programs or the ability of the projects to take advantage of such incentives. We believe there is an ongoing need for utilities to sustain investment in their transmission systems to improve reliability, reduce congestion and connect to new sources of generation. Consequently, we believe we will continue to see signiﬁcant bidding activity on large transmission projects over the next two years. The timing of multi-year transmission project awards and substantial construction activity is difficult to predict due to regulatory requirements and right-of-way permits needed to commence construction. Signiﬁcant construction on any large, multi-year projects awarded in 2019 will not likely occur until 2020. Bidding and construction activity for small to medium-size transmission projects and upgrades remains strong, and we expect this trend to continue, primarily due to reliability and economic drivers. We also believe the need for distribution services will continue to grow. As a result of reduced spending by United States utilities on their distribution systems for several years, we believe there is a need for sustained investment by utilities on their distribution systems to properly maintain or meet reliability requirements. In 2018, we saw increased bidding activity in some of our electric distribution markets, as economic conditions improved in those areas. We believe that continued recovery in the United States economy, and in the housing market in particular, over the next few years could provide additional stimulus for spending by our customers on their distribution systems. We also believe the increased hurricane activity over the past several years and recent destruction caused by wildﬁres will cause a push to strengthen utility distribution systems against catastrophic damage. Several industry and market trends are also prompting customers in the electric utility industry to seek outsourcing partners rather than performing projects internally. These trends include an aging electric utility workforce, increasing costs and staffing constraints. We believe electric utility employee retirements could increase with further economic recovery, which may result in an increase in outsourcing opportunities. We expect to see an incremental increase in distribution opportunities in the United States in 2019, and we believe these opportunities will continue to be bid in a competitive market. We expect to see continued improvement in bidding opportunities in our C&I segment in 2019. Our views are in-line with FMI’s 2019 United States Construction Outlook which forecasts an increase in spending levels over 2018. According to FMI, the primary growth sectors in 2019 are expected to include office, educational, public safety, transportation, conservation and development, and manufacturing, all with positive forecasted growth rates. The Architectural Billing Index, which typically leads relevant construction activity 37 by nine to twelve months, paints a similarly upbeat picture. According to the latest readings, contractors will continue to have robust backlogs during the coming months. In Canada, we believe the non-building segments of power, water supply and transportation will lead all others in growth of construction spending in 2019. These segments showed increasingly positive activity through 2018 providing conﬁdence in forecasts to expand over the next ﬁve years, with several multi-million-dollar projects planned across the nation. Nonresidential building segments, including commercial, office and lodging, look to hold steady over the next ﬁve years. Activity in multi-family construction looks to stay at or slightly above the long-term rate of inﬂation. We expect the long-term growth in our C&I segment to generally track the economic growth of the regions we serve. We also expect to see increased bidding opportunities in the new C&I markets we recently entered through strategic acquisitions and organic expansions. Through 2018, we continued our three-pronged strategy of organic growth, strategic acquisitions and prudent capital returns. On July 2, 2018, the Company completed the acquisition of substantially all of the assets of Huen Electric, Inc., an electrical contracting ﬁrm based in Illinois, Huen Electric New Jersey Inc., an electrical contracting ﬁrm based in New Jersey, and Huen New York, Inc., an electrical contracting ﬁrm based in New York (collectively, the ‘‘Huen Companies’’). The Huen Companies provide a wide range of commercial and industrial electrical construction capabilities under the Company’s C&I segment in Illinois, New Jersey and New York. In order to continue to support our three-pronged growth strategy, we also continue to efficiently manage capital in order to maximize shareholder return. On September 28, 2018, the Company entered into a Master Equipment Loan and Security Agreement (the ‘‘Master Loan Agreement’’) with Banc of America Leasing & Capital, LLC (‘‘BofA’’). The Master Loan Agreement may be used for the ﬁnancing of equipment between the Company and BofA pursuant to one or more equipment notes (‘‘Equipment Notes’’). We continue to invest in developing key management and craft personnel in both our T&D and C&I markets and in procuring the specialty equipment and tooling needed to win and execute projects of all sizes and complexity. In 2018 and 2017, we invested in capital expenditures of approximately $50.7 million and $30.8 million, respectively. Most of our capital expenditures supported opportunities in our T&D business. We plan to continue to evaluate our needs for additional equipment and tooling. Our investment strategy is based on our belief that spending in transmission and distribution projects will continue to remain strong over the next several years as electric utilities, cooperatives and municipalities make up for the lack of infrastructure spending in the past, combined with the overall need to integrate new generation into the electric power grid, and our belief that distribution demand will increase over the next several years. We ended 2018 with $170.5 million available under our line of credit. We believe that our ﬁnancial position and operational strengths will enable us to manage the current challenges and uncertainties in the markets we serve and give us the ﬂexibility to successfully execute our three-pronged strategy. Understanding Backlog We deﬁne backlog as our estimated revenue on uncompleted contracts, including the amount of revenue on contracts for which work has not begun, less the revenue we have recognized under such contracts. Backlog may not accurately represent the revenues that we expect to realize during any particular period. Several factors, such as the timing of contract awards, the type and duration of contracts, and the mix of subcontractor and material costs in our projects, can impact our backlog at any point in time. Some of our revenue does not appear in our periodic backlog reporting because the award of the project, as well as the execution of the work, can all take place within the period. For many of our unit-price, time-and-equipment, time-and-materials and cost-plus contracts, we only include projected revenue for a three-month period in the calculation of backlog, although these types of contracts are generally awarded as part of MSAs that typically have a one- to three-year duration from execution. Additionally, the difference between our backlog and remaining performance obligations is due to the exclusion of a portion of our MSAs under certain contract types from our remaining performance obligations as these contracts can be canceled for convenience at any time by us or the customer without considerable cost incurred by the customer. Our backlog includes projects that have a written award, a letter of intent, a notice to proceed or an agreed upon work order to perform 38 work on mutually accepted terms and conditions. Our estimated backlog also includes our proportionate share of our unconsolidated joint venture contracts. Changes in backlog from period to period are primarily the result of ﬂuctuations in the timing of awards and revenue recognition of contracts. Backlog should not be relied upon as a stand-alone indicator of future events. Understanding Gross Margins Our gross margin is gross proﬁt expressed as a percentage of revenues. Gross proﬁt is calculated by subtracting contract costs from revenue. Contract costs consist primarily of salaries, wages and beneﬁts to employees, depreciation, fuel and other equipment expenses, equipment rentals, subcontracted services, insurance, facilities expenses, materials and parts and supplies. Various factors affect our gross margins on a quarterly or annual basis, including those listed below. Performance Risk. Margins may ﬂuctuate because of the volume of work and the impacts of pricing and job productivity, which can be impacted both favorably and negatively by customer decisions and crew productivity, as well as other factors. When comparing a service contract between periods, factors affecting the gross margins associated with the revenues generated by the contract may include pricing under the contract, the volume of work performed under the contract, the mix of the type of work speciﬁcally being performed, the availability of labor resources at expected labor rates and the productivity of the crews performing the work. Productivity can be inﬂuenced by many factors including the experience level of the crew, whether the work is on an open or encumbered right of way, weather conditions, geographical conditions, trade stacking, performance of other sub-trades, schedule changes, effects of environmental restrictions and regulatory and permitting delays. Revenue Mix and Contract Terms. The mix of revenue derived from the industries we serve will impact gross margins. Changes in our customers’ spending patterns in each of the industries we serve can cause an imbalance in supply and demand and, therefore, affect margins and mix of revenue by industry served. Storm restoration services typically command higher proﬁt margins than other maintenance services. Seasonal and weather factors, as noted below, can impact the timing at which customers perform maintenance and repairs, which can cause a shift in the revenue mix. Some of our time-and-equipment, time-and-materials and cost-plus contracts include shared savings clauses, in which the contract includes a target price and we agree to share savings from that target price with our customer. The timing of accounting recognition of such savings can impact our margins. In addition, change orders and claims can impact our margins. Costs related to change orders are recognized in contract costs when incurred but revenue related to change orders is only recognized when it is probable that the change order will result in an addition to contract value and can be reliably estimated. Costs related to claims are recognized in contract costs when incurred, but revenue related to claims is recognized only to the extent that contract costs related to the claim have been incurred and when it is probable that the claim will result in an addition to contract value which can be reliably estimated. No proﬁt is recognized on a claim until ﬁnal settlement occurs. Seasonal, Weather and Geographical. Seasonal patterns, primarily related to weather conditions and the availability of system outages, can have a signiﬁcant impact on gross margins in a given period. It is typical during the winter months that parts of the country may experience snow or rainfall, which can affect our crews’ ability to work efficiently. Additionally, our T&D customers often cannot remove their T&D lines from service during the summer months, when consumer demand for electricity is at its peak, delaying maintenance and repair services. In both cases, projects may be delayed or temporarily placed on hold. Conversely, in periods when weather remains dry and temperatures are moderate, more work can be done, sometimes with less cost, which would have a favorable impact on gross margins. The mix of business conducted in different parts of the country could also affect margins, as some parts of the country offer the opportunity for higher margins than others due to the geographic characteristics associated with the location where the work is being performed. Such characteristics include whether the project is performed in an urban versus a rural setting; in a mountainous area or in open terrain; or in normal soil conditions or rocky terrain. Site conditions, including unforeseen underground conditions, can also impact margins. 39 Depreciation and Amortization. We include depreciation on equipment and capital lease amortization in contract costs. This is common practice in our industry, but can make comparability to other companies difficult. Over the last few years, we have spent a signiﬁcant amount of capital on property, facilities and equipment, with the majority of such expenditures being used to purchase additional specialized equipment to enhance our ﬂeet and to reduce our reliance on lease arrangements and short term equipment rentals. We believe the investment in specialized equipment helps to reduce our costs, improve our margins and provide us with valuable ﬂexibility to take on additional and complex projects. Service and Maintenance Compared to New Construction. In general, new construction work has a higher gross margin than maintenance and repair work. New construction work is often obtained on a ﬁxed-price basis, which carries a higher risk than other types of pricing arrangements because a contractor can bear the risk of increased expenses. As such, we generally bid ﬁxed-price contracts with higher proﬁt margins. We typically derive approximately 15% to 40% of our revenue from maintenance and repair work that is performed under pre-established or negotiated prices or cost-plus pricing arrangements which generally allow us a set margin above our costs. Thus, the mix between new construction work, at ﬁxed-price, and maintenance and repair work, at cost-plus, in a given period will impact gross margin in that period. Material and Subcontract Costs. Projects that include a greater amount of material or subcontractor costs can experience lower overall project gross margins as we typically add a lower mark-up to material and subcontractor costs in our bids than what we would to our labor and equipment cost. In addition, successful completion of our contracts may depend on whether our subcontractors successfully fulﬁll their contractual obligations. If our subcontractors fail to satisfactorily perform their contractual obligations as a result of ﬁnancial or other difficulties, we may be required to incur additional costs and provide additional services in order to make up such shortfalls. Cost of Material. On ﬁxed-price contracts where we are required to provide materials, our overall gross margin may be affected if we experience increases in material quantity or higher commodity costs. Materials versus Labor. Projects that include a greater amount of material cost can experience lower overall project gross margins as we typically add a lower mark-up to material cost in our bids than what we would to our labor and equipment cost. Insurance. Gross margins could be impacted by ﬂuctuations in insurance accruals related to our deductibles and loss history in the period in which such adjustments are made. We carry insurance policies, which are subject to high deductibles, for workers’ compensation, general liability, automobile liability and other coverages. Losses up to the deductible amounts are accrued based upon estimates of the ultimate liability for claims reported and an estimate of claims incurred but not yet reported. Fleet Utilization, Estimation, and Bidding. We operate a centrally-managed ﬂeet in the United States in an effort to achieve the highest equipment utilization. We also develop internal equipment rates which provide our business units with appropriate cost information to estimate bids for new projects. Availability of equipment for a particular contract is determined by our internal ﬂeet ordering process which is designed to optimize the use of internal ﬂeet assets and allocate equipment costs to individual contracts. We believe these processes allow us to utilize our equipment efficiently, which leads to improved gross margins. Transmission and distribution projects can require different types of equipment. A signiﬁcant shift in project mix or timing could impact ﬂeet utilization, causing gross margins to vary. Our team of trained estimators helps us to determine potential costs and revenues and make informed decisions on whether to bid for a project and, if bid, the rates to use in estimating the costs for that bid. The ability to accurately estimate labor, equipment, subcontracting and material costs in connection with a new project may affect the gross margins achieved for the project. Selling, General and Administrative Expenses Selling, general and administrative expenses (‘‘SG&A’’) consist primarily of compensation, related beneﬁts and employee costs for management and administrative personnel, office rent and utilities, stock compensation, communications, professional fees, depreciation, IT expenses, marketing costs and bad debt expense. 40 Consolidated Results of Operations The following table sets forth selected statements of operations data and such data as a percentage of revenues for the years indicated: (dollars in thousands) Contract revenues . . . . . . . . . . . . . $1,531,169 1,364,109 Contract costs 167,060 . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . 2018 Selling, general and administrative expenses . . . . . . . . . . . . . . . . . Amortization of intangible assets . . . Gain on sale of property and equipment Income from operations . . . . . . . . . . . . . . . . . . . . . Other income (expense): Interest income . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . Other income (expense), net Income before provision for income taxes . . . . . . . . . . . Income tax expense . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . Less: net income − noncontrolling 118,737 1,843 (3,832) 50,312 24 (3,652) (3,616) 43,068 11,774 31,294 interests . . . . . . . . . . . . . . . . . . 207 Net income attributable to MYR For the year ended December 31, 2017 2016 100.0% $1,403,317 1,278,313 125,004 89.1 10.9 100.0% $1,142,487 1,007,764 91.1 134,723 8.9 100.0% 88.2 11.8 7.8 0.1 (0.2) 3.2 — (0.2) (0.2) 2.8 0.8 2.0 — 98,611 499 (3,664) 29,558 4 (2,603) (2,319) 24,640 3,486 21,154 — 7.0 — (0.3) 2.2 — (0.2) (0.2) 1.8 0.3 1.5 — 96,424 886 (1,341) 38,754 5 (1,299) 885 38,345 16,914 21,431 — 8.4 0.1 (0.1) 3.4 — (0.1) 0.1 3.4 1.5 1.9 — Group Inc. . . . . . . . . . . . . . . . . $ 31,087 2.0% $ 21,154 1.5% $ 21,431 1.9% Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017 Revenues. Revenues increased $127.9 million, or 9.1%, to $1.531 billion for the year ended December 31, 2018 from $1.403 billion for the year ended December 31, 2017. The increase was primarily due to higher C&I revenues, including revenues from our recent acquisition, and increases in our distribution revenues. These increases were partially offset by lower revenue from large transmission projects. Gross margin. Gross margin increased to 10.9% for the year ended December 31, 2018 from 8.9% for the year ended December 31, 2017. The increase in gross margin was primarily due to improvements in efficiency, ﬂeet utilization and organic expansion results. Our prior year gross margin was signiﬁcantly impacted by write-downs on three projects. Gross margin also beneﬁted from $3.9 million in estimate changes on certain contracts associated with the acquisition of the Huen Companies. These changes in estimates are subject to margin guarantees and represent potential contingent consideration for which an offset is recognized in other expense. These margin improvements were partially offset by changes in estimates of gross proﬁt on certain projects. Excluding estimate changes on our recent acquisition noted above, changes in estimates resulted in gross margin decreases of 0.7% for the year ended December 31, 2018. These estimate changes are discussed further in our segment results provided below. Changes in estimates of gross proﬁt on certain projects resulted in gross margin decreases of 0.7% for the year ended December 31, 2017. Gross proﬁt. Gross proﬁt increased $42.1 million, or 33.6%, to $167.1 million for year ended December 31, 2018 from $125.0 million for the year ended December 31, 2017, due to increased margins and higher revenues. Selling, general and administrative expenses. SG&A, which were $118.7 million for the year ended December 31, 2018, an increase of $20.1 million from $98.6 million for the year ended December 31, 2017. The year-over-year increase was primarily due to higher bonus and proﬁt sharing costs, SG&A expenses 41 related to the acquired Huen Companies and higher employee-related expenses to support operations. As a percentage of revenues, SG&A increased to 7.8% for the year ended December 31, 2018 from 7.0% for the year ended December 31, 2017. Gain on sale of property and equipment. Gains from the sale of property and equipment in the year ended December 31, 2018 were $3.8 million compared to $3.7 million in the year ended December 31, 2017. Gains from the sale of property and equipment are attributable to routine sales of property and equipment no longer useful or valuable to our ongoing operations. Interest expense. Interest expense was $3.7 million for the year ended December 31, 2018 compared to $2.6 million for the year ended December 31, 2017. This increase was primarily attributable to increased borrowing related to the acquisition of the Huen Companies and an increase in our weighted average interest rate during 2018 as compared to 2017. Other expense. Other expense was $3.6 million for the year ended December 31, 2018 compared to other expense of $2.3 million for the year ended December 31, 2017. The change was primarily attributable to contingent consideration related to margin guarantees on certain contracts associated with the acquisition of the Huen Companies recognized in 2018. Income tax expense. The provision for income taxes was $11.8 million for the year ended December 31, 2018, with an effective tax rate of 27.3%, compared to a provision of $3.5 million for the year ended December 31, 2017, with an effective tax rate of 14.1%. The effective tax rate for 2017 was lower than 2018 largely because we revalued our net deferred tax liability as of December 31, 2017, in conjunction with the enactment of the 2017 Tax Act. Our inability to utilize losses experienced in certain Canadian operations negatively impacted the effective tax rate in 2018 and 2017, partially offset by excess tax beneﬁts pertaining to the vesting of stock awards and the exercise of stock options. Net income attributable to MYR Group Inc. Net income attributable to MYR Group Inc. increased to $31.1 million for the year ended December 31, 2018 from $21.2 million for the year ended December 31, 2017. The increase was primarily for the reasons stated above. Segment Results The following table sets forth, for the periods indicated, statements of operations data by segment, segment net sales as a percentage of total net sales and segment operating income as a percentage of segment net sales: (dollars in thousands) Contract revenues: Transmission & Distribution . . . . . . . . . . . . . . . . . . Commercial & Industrial . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income (loss): Transmission & Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial & Industrial Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transmission & Distribution For the Year Ended December 31, 2018 2017 Amount Percent Amount Percent $ 893,108 638,061 $1,531,169 58.3% $ 879,372 523,945 41.7 $1,403,317 100.0 62.7% 37.3 100.0 $ $ 57,242 34,112 91,354 (41,042) 50,312 $ 6.4 5.3 6.0 (2.7) 3.3% $ 39,631 25,048 64,679 (35,121) 29,558 4.5 4.8 4.6 (2.5) 2.1% Revenues for our T&D segment for the year ended December 31, 2018 were $893.1 million compared to $879.4 million for the year ended December 31, 2017, an increase of $13.7 million, or 1.6%. The increase in revenue was primarily due to an increase in distribution revenues partially offset by lower revenue from large transmission projects. 42 Revenues from transmission projects represented 62.6% and 68.5% of T&D segment revenue for the years ended December 31, 2018 and 2017, respectively. Additionally, for the year ended December 31, 2018, measured by revenue in our T&D segment, we provided 40.5% of our T&D services under ﬁxed-price contracts, as compared to 31.4% for the year ended December 31, 2017. Operating income for our T&D segment for the year ended December 31, 2018 was $57.2 million compared to $39.6 million for the year ended December 31, 2017, an increase of $17.6 million, or 44.4%. The increase in T&D operating income from the prior year was primarily due to improvements in efficiency, ﬂeet utilization and organic expansion results. Our prior year operating income was signiﬁcantly impacted by write-downs on three projects. This improvement from the prior year was partially offset by changes in estimates of gross proﬁt on certain projects. These estimate changes were primarily due to low productivity on three projects, of which two projects incurred signiﬁcant startup costs with a new customer relationship and the other project suffered from inclement weather. Operating income, as a percentage of revenues, for our T&D segment increased to 6.4% for the year ended December 31, 2018 from 4.5% for the year ended December 31, 2017. Commercial & Industrial Revenues for our C&I segment for the year ended December 31, 2018 were $638.1 million compared to $523.9 million for the year ended December 31, 2017, an increase of $114.2 million, or 21.8%, primarily due to the acquisition of the Huen Companies, increased spending from new and existing customers and increased volume at certain organic expansion locations. Measured by revenue in our C&I segment, we provided 71.0% of our services under ﬁxed-price contracts for the year ended December 31, 2018, compared to 63.7% for the year ended December 31, 2017. Operating income for our C&I segment for the year ended December 31, 2018 was $34.1 million compared to $25.0 million for the year ended December 31, 2017, an increase of $9.1 million, or 36.2%. The year-over-year increase in operating income was primarily attributable to higher revenue, primarily due to the acquisition of the Huen Companies, and improved margins, including improvements experienced at our organic expansion locations. This margin improvement was slightly offset by changes in estimates of gross proﬁt on certain projects. These estimate changes were primarily due to the settlement of a project scope and delay claim and weather delays. As a percentage of revenues, operating income for our C&I segment was 5.3% and 4.8% for the years ended December 31, 2018 and 2017, respectively. Corporate The increase in corporate expenses in 2018 was primarily attributable to higher bonus and proﬁt sharing costs and higher payroll costs to support operations. Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016 Revenues. Revenues increased $260.8 million, or 22.8%, to $1.403 billion for the year ended December 31, 2017 from $1.142 billion for the year ended December 31, 2016. The increase was primarily due to increased spending from existing C&I customers, the Western Paciﬁc Enterprises Ltd. (‘‘WPE’’) acquisition in late 2016, higher revenue from large transmission projects and an increase in distribution projects. Gross margin. Gross margin decreased to 8.9% for the year ended December 31, 2017 from 11.8% for the year ended December 31, 2016. The decrease in gross margin was primarily due to write-downs on three projects. Two projects in the Midwest U.S. were signiﬁcantly impacted by weather resulting in unanticipated costs associated with right-of-way access, lower productivity and increased road damage and repair requirements. As a result, we wrote down $4.8 million for these projects in 2017. One T&D project in Canada experienced cost impacts mainly associated with project delays and schedule extensions. Although we worked with our clients to recover these costs, we had not recognized all of the revenues relating to various pending project claims and change orders, which resulted in write-downs on this project of $4.4 million. Margins were also negatively impacted from signiﬁcant revenue on a large transmission project that had lower than average margins due to a high mix of material and subcontractor costs and lower than average margin on a certain distribution project, as well as costs associated with organic and acquisition growth. In addition, during 2017 43 we had a higher mix of revenue in our C&I segment and distribution work, compared to transmission work which generally carries a higher margin. These impacts were partially offset by project efficiencies and settlements related to previously unrecognized revenues on a project claim and pending change orders. Changes in estimates of gross proﬁt on certain projects, including those discussed above, resulted in gross margin decreases of 0.7% for the year ended December 31, 2017. Changes in estimates of gross proﬁt on certain projects resulted in gross margin decreases of 0.2% for the year ended December 31, 2016. Gross proﬁt. Gross proﬁt decreased $9.7 million, or 7.2%, to $125.0 million for year ended December 31, 2017 from $134.7 million for the year ended December 31, 2016, primarily due to lower overall gross margin, partially offset by higher revenue. Selling, general and administrative expenses. SG&A, which were $98.6 million for the year ended December 31, 2017, increased $2.2 million from $96.4 million for the year ended December 31, 2016. The year-over-year increase was primarily due to $6.8 million of incremental costs associated with our expansion into new geographic markets and strategic acquisitions as well as higher payroll costs to support operations, largely offset by lower bonus and proﬁt sharing costs. Additionally, $1.0 million of costs associated with activist investor activities were incurred in 2016. As a percentage of revenues, SG&A decreased to 7.0% for the year ended December 31, 2017 from 8.4% for the year ended December 31, 2016. Gain on sale of property and equipment. Gains from the sale of property and equipment in the year ended December 31, 2017 were $3.7 million compared to $1.3 million in the year ended December 31, 2016. Gains from the sale of property and equipment are attributable to routine sales of property and equipment no longer useful or valuable to our ongoing operations. Interest expense. Interest expense was $2.6 million for the year ended December 31, 2017 compared to $1.3 million for the year ended December 31, 2016. This increase was primarily attributable to the amount and duration of borrowings outstanding under our line of credit during the year ended December 31, 2017 as compared to the year ended December 31, 2016. Other income (expense). Other expense was $2.3 million for the year ended December 31, 2017 compared to other income of $0.9 million for the year ended December 31, 2016. The change was largely due to a $2.3 million reversal of previously recognized contingent consideration related to the ﬁnalization of margin guarantees on certain contracts associated with the acquisition of WPE. Income tax expense. The provision for income taxes was $3.5 million for the year ended December 31, 2017, with an effective tax rate of 14.1%, compared to a provision of $16.9 million for the year ended December 31, 2016, with an effective tax rate of 44.1%. The decrease in the tax rate for the year ended December 31, 2017 was primarily caused by the revaluation of the Company’s net deferred tax liabilities to reﬂect the recently enacted 21% federal corporate tax rate. In addition, we recognized excess tax beneﬁts of approximately $0.8 million pertaining to the vesting of stock awards and the exercise of stock options. This was partially offset by our inability to utilize losses experienced in certain Canadian operations. Net income attributable to MYR Group Inc. Net income attributable to MYR Group Inc. decreased to $21.2 million for the year ended December 31, 2017 from $21.4 million for the year ended December 31, 2016. The decrease was primarily for the reasons stated above. 44 Segment Results The following table sets forth, for the periods indicated, statements of operations data by segment, segment net sales as a percentage of total net sales and segment operating income as a percentage of segment net sales: (dollars in thousands) Contract revenues: Transmission & Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial & Industrial Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income (loss): Transmission & Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial & Industrial Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transmission & Distribution For the Year Ended December 31, 2017 2016 Amount Percent Amount Percent $ 879,372 523,945 $1,403,317 62.7% $ 818,972 323,515 37.3 $1,142,487 100.0 71.7% 28.3 100.0 $ $ 39,631 25,048 64,679 (35,121) 29,558 $ 4.5 4.8 4.6 (2.5) 2.1% $ 63,459 13,920 77,379 (38,625) 38,754 7.7 4.3 6.8 (3.4) 3.4% Revenues for our T&D segment for the year ended December 31, 2017 were $879.4 million compared to $819.0 million for the year ended December 31, 2016, an increase of $60.4 million, or 7.4%. The increase in revenue was primarily due to higher revenue from large transmission projects and an increase in distribution projects. Revenues from transmission projects represented 68.5% and 75.8% of T&D segment revenue for the years ended December 31, 2017 and 2016, respectively. Additionally, for the year ended December 31, 2017, measured by revenue in our T&D segment, we provided 31.4% of our T&D services under ﬁxed-price contracts, as compared to 56.9% for the year ended December 31, 2016. Operating income for our T&D segment for the year ended December 31, 2017 was $39.6 million compared to $63.4 million for the year ended December 31, 2016, a decrease of $23.8 million, or 37.5%. The decline in T&D operating income was primarily due to lower margins caused by write-downs experienced on two projects in the Midwest U.S. and on one project in Canada. Margins were also negatively impacted from signiﬁcant revenue on certain large transmission projects that had lower than average margins due to a high mix of material and subcontractor costs. Operating income, as a percentage of revenues, for our T&D segment decreased to 4.5% for the year ended December 31, 2017 from 7.7% for the year ended December 31, 2016. Commercial & Industrial Revenues for our C&I segment for the year ended December 31, 2017 were $523.9 million compared to $323.5 million for the year ended December 31, 2016, an increase of $200.4 million, or 62.0%, primarily due to increased spending from existing customers, the WPE acquisition in late 2016 and organic expansion into new markets. Measured by revenue in our C&I segment, we provided 63.7% of our services under ﬁxed-price contracts for the year ended December 31, 2017, compared to 73.4% for the year ended December 31, 2016. Operating income for our C&I segment for the year ended December 31, 2017 was $25.0 million compared to $13.9 million for the year ended December 31, 2016, an increase of $11.1 million, or 79.9%. The year-over-year increase in operating income compared to the year ended December 31, 2016 was primarily attributable to higher revenue from large projects, the settlement of a project claim that was previously not recognized in revenue and improved productivity on certain jobs. These were partially offset by costs associated with organic and acquisition growth. As a percentage of revenues, operating income for our C&I segment was 4.8% and 4.3% for the years ended December 31, 2017 and 2016, respectively. 45 Corporate The decrease in corporate expenses in 2017 was primarily attributable to lower bonus and proﬁt sharing costs offset by higher payroll costs to support operations. Additionally in 2016 we incurred $1.0 million of costs associated with activist investor activities. Liquidity and Capital Resources As of December 31, 2018 and 2017, we had working capital of $191.8 million and $191.2 million, respectively. We deﬁne working capital, a non-GAAP measure, as current assets less current liabilities. During the year ended December 31, 2018, operating activities of our business provided cash of $84.8 million, compared to using cash of $9.2 million for the year ended December 31, 2017. Cash ﬂow from operations is primarily inﬂuenced by demand for our services, operating margins, timing of contract performance and the type of services we provide to our customers. The $94.0 million of incremental cash provided by operating activities compared to last year was primarily due to favorable net changes in operating assets and liabilities of $76.1 million, an increase of $10.1 million in net income and an $8.7 million favorable change in deferred income taxes. The favorable change in operating assets and liabilities was primarily due to the net favorable year-over-year increases in various working capital accounts that relate primarily to construction activities (accounts receivable, contract assets, accounts payable and contract liabilities) of $58.5 million and a favorable change of $16.4 million in other liabilities. The increase in cash provided by other liabilities was due to the timing of wage and employment taxes and higher bonus and proﬁt sharing accruals. During the years ended December 31, 2018 and 2017 we used net cash of $93.2 million and $26.5 million, respectively, in investing activities. The $93.2 million of cash used in investing activities in the year ended December 31, 2018 consisted of $50.7 million for capital expenditures and $47.1 million to acquire the Huen Companies, partially offset by $4.6 million of proceeds from the sale of equipment. The $26.5 million of cash used in investing activities in the year ended December 31, 2017 consisted of $30.8 million for capital expenditures, partially offset by $4.3 million of proceeds from the sale of equipment. Financing activities provided cash of $10.6 million, compared to $16.9 million of cash provided, during the years ended December 31, 2018 and 2017, respectively. The $10.6 million of cash provided in ﬁnancing activities in the year ended December 31, 2018 consisted primarily of $31.5 million of borrowings under our Master Loan Agreement with BofA and $1.9 million of proceeds from the exercise of stock options, partially offset by $20.7 million of repayments under our revolving lines of credit, $1.1 million of payments under our capital lease obligations and $1.0 million of cash used to purchase shares surrendered by employees to satisfy employee tax obligations under our stock compensation program. The $16.9 million of cash provided in ﬁnancing activities in the year ended December 31, 2017 consisted primarily of $19.9 million of borrowings under our revolving lines of credit, partially offset by $3.0 million of share repurchases. The $3.0 million of cash used to purchase shares of our common stock consisted of $2.2 million to purchase shares surrendered by employees to satisfy employee tax obligations under our stock compensation program and $0.8 million purchased under our share repurchase program. On July 26, 2018, the Company’s Board of Directors approved a new $20.0 million share repurchase program that began when the previous share repurchase program expired. The new share repurchase program will expire on August 15, 2019, or when the authorized funds are exhausted, whichever is earlier. We anticipate that our $170.5 million borrowing availability under our credit facility at December 31, 2018, Master Loan Agreement and future cash ﬂow from operations will provide sufficient cash to enable us to meet our future operating needs, debt service requirements, capital expenditures, acquisition and joint venture opportunities, and share repurchases. Although we believe that we have adequate cash and availability under our Credit Agreement (as deﬁned below) to meet our liquidity needs, any large projects or acquisitions may require additional capital. We have not historically paid dividends and currently do not expect to pay dividends. 46 Debt Instruments Credit Agreement On June 30, 2016, we entered into a ﬁve-year amended and restated credit agreement (the ‘‘Credit Agreement’’) with a syndicate of banks led by JPMorgan Chase Bank, N.A. and Bank of America, N.A. On September 28, 2018 we amended the Credit Agreement. This amendment, among other things, reduced the amount available to be used for letters of credit. The Credit Agreement provides for a facility of $250 million (the ‘‘Facility’’) that may be used for revolving loans of which $150 million may be used for letters of credit. The Facility also allows for revolving loans and letters of credit in Canadian dollars and other currencies, up to the U.S. dollar equivalent of $50 million. We have an expansion option to increase the commitments under the Facility or enter into incremental term loans, subject to certain conditions, by up to an additional $100 million upon receipt of additional commitments from new or existing lenders. Subject to certain exceptions, the Facility is secured by substantially all of our assets and the assets of our domestic subsidiaries and by a pledge of substantially all of the capital stock of our domestic subsidiaries and 65% of the capital stock of our direct foreign subsidiaries. Additionally, subject to certain exceptions, our domestic subsidiaries also guarantee the repayment of all amounts due under the Credit Agreement. If an event of default occurs and is continuing, on the terms and subject to the conditions set forth in the Credit Agreement, amounts outstanding under the Facility may be accelerated and may become or be declared immediately due and payable. Borrowings under the Credit Agreement were used to reﬁnance existing debt and are expected to be used for working capital, capital expenditures, acquisitions, stock repurchases and other general corporate purposes. Amounts borrowed under the Credit Agreement bear interest, at our option, at a rate equal to either (1) the Alternate Base Rate (as deﬁned in the Credit Agreement), plus an applicable margin ranging from 0.00% to 1.00%; or (2) Adjusted LIBO Rate (as deﬁned in the Credit Agreement) plus an applicable margin ranging from 1.00% to 2.00%. The applicable margin is determined based on our consolidated leverage ratio (Leverage Ratio) which is deﬁned in the Credit Agreement as Consolidated Total Indebtedness divided by Consolidated EBITDA (as deﬁned in the Credit Agreement). Letters of credit issued under the Facility are subject to a letter of credit fee of 1.125% to 2.125% for non-performance letters of credit or 0.625% to 1.125% for performance letters of credit, based on the our consolidated Leverage Ratio. We are subject to a commitment fee of 0.20% to 0.375%, based on our consolidated Leverage Ratio, on any unused portion of the Facility. The Credit Agreement restricts certain types of payments when our consolidated Leverage Ratio exceeds 2.25. Under the Credit Agreement, we are subject to certain ﬁnancial covenants and must maintain a maximum consolidated Leverage Ratio of 3.0 and a minimum interest coverage ratio of 3.0, which is deﬁned in the Credit Agreement as Consolidated EBITDA (as deﬁned in the Credit Agreement) divided by interest expense (as deﬁned in the Credit Agreement). The Credit Agreement also contains a number of covenants, including limitations on asset sales, investments, indebtedness and liens. In connection with any permitted acquisition where the total consideration exceeds $50 million, we may request that the maximum permitted consolidated Leverage Ratio increase from 3.0 to 3.5. Any such increase, if given effect, shall begin in the quarter in which such permitted acquisition is consummated and shall continue in effect for four consecutive ﬁscal quarters. We were in compliance with all of the ﬁnancial covenants under the Credit Agreement as of December 31, 2018. As of December 31, 2018, we had $58.3 million of debt outstanding under the Facility and letters of credit outstanding of approximately $21.2 million. As of December 31, 2017, we had $79.0 million of debt outstanding under the Facility and irrevocable letters of credit outstanding of approximately $20.9 million. Equipment Notes On September 28, 2018, we entered into the Master Loan Agreement with BofA. The Master Loan Agreement may be used for ﬁnancing of equipment between us and BofA pursuant to one or more equipment notes (‘‘Equipment Notes’’). Each Equipment Note constitutes a separate, distinct and independent ﬁnancing of equipment and contractual obligation. 47 As of December 31, 2018, we have executed ﬁve Equipment Notes that are collateralized by equipment and vehicles owned by us. The outstanding balance of these Equipment Notes was $31.5 million as of December 31, 2018. Off-Balance Sheet Arrangements As is common in our industry, we enter into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reﬂected in our balance sheets. Our signiﬁcant off-balance sheet transactions include liabilities associated with non-cancelable operating leases, letter of credit obligations and bond guarantees entered into in the normal course of business. We have not engaged in any off-balance sheet ﬁnancing arrangements through special purpose entities. Leases We enter into non-cancelable leases for some of our facility, vehicle and equipment needs. These leases allow us to conserve cash by paying a monthly lease rental fee for the use of facilities, vehicles and equipment rather than purchasing them. Leases are accounted for as operating or capital leases, depending on the terms of the lease. We may decide to cancel or terminate a lease before the end of its term, in which case we are typically liable to the lessor for the remaining lease payments under the term of the lease. At December 31, 2018, we had no leases with residual value guarantees. We typically have purchase options on the equipment underlying our long-term operating leases and many of our short-term rental arrangements. We exercise some of these purchase options when the need for equipment is on-going and the purchase option price is attractive. Purchase Commitments for Construction Equipment As of December 31, 2018, we had approximately $15.0 million in outstanding purchase obligations for certain construction equipment to be paid, with cash outlay scheduled to occur over the ﬁrst nine months of 2019. Letters of Credit Some of our vendors require letters of credit to ensure reimbursement for amounts they are disbursing on our behalf, such as to beneﬁciaries under our insurance programs. In addition, from time-to-time certain customers require us to post letters of credit to ensure payment to our subcontractors and vendors under those contracts and to guarantee performance under our contracts. Such letters of credit are generally issued by a bank or similar ﬁnancial institution. The letter of credit commits the issuer to pay speciﬁed amounts to the holder of the letter of credit if the holder claims that we have failed to perform speciﬁed actions in accordance with the terms of the letter of credit. If this were to occur, we would be required to reimburse the issuer of the letter of credit. Depending on the circumstances of such a reimbursement, we may also have to record a charge to earnings for the reimbursement. Currently, we do not believe that it is likely that any claims will be made under any letter of credit. At December 31, 2018, we had $21.2 million in letters of credit outstanding under our Credit Agreement, including $17.6 million, at an interest rate of 1.125%, related to the Company’s payment obligation under its insurance programs and approximately $3.6 million, at an interest rate of 0.625%, related to contract performance obligations. At December 31, 2017, we had $20.9 million in letters of credit outstanding under our Credit Agreement, including $17.6 million, at an interest rate of 1.125%, related to the Company’s payment obligation under its insurance programs and approximately $3.3 million, at an interest rate of 0.625%, related to contract performance obligations. Performance and Payment Bonds and Parent Guarantees Many customers, particularly in connection with new construction, require us to post performance and payment bonds issued by a ﬁnancial institution known as a surety. These bonds provide a guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If we fail to perform under a contract or to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We must reimburse our sureties for any expenses or outlays they incur. Under our continuing indemnity and security agreements with our sureties, with the consent of our lenders under the Credit Agreement, we have granted security interests in certain of 48 our assets to collateralize our obligations to the surety. We may be required to post letters of credit or other collateral in favor of the surety or our customers. Posting letters of credit in favor of the surety or our customers reduces the borrowing availability under the Credit Agreement. To date, we have not been required to make any reimbursements to any of our sureties for bond-related costs. We believe that it is unlikely that we will have to fund signiﬁcant claims under our surety arrangements. As of December 31, 2018, an aggregate of approximately $614.9 million in original face amount of bonds issued by our sureties were outstanding. Our estimated remaining cost to complete these bonded projects was approximately $324.7 million as of December 31, 2018. From time to time we guarantee the obligations of our wholly owned subsidiaries, including obligations under certain contracts with customers, certain lease agreements, and, in some states, obligations in connection with obtaining contractors’ licenses. Additionally, from time to time we are required to post letters of credit to guarantee the obligations of our wholly owned subsidiaries, which reduces the borrowing availability under our credit facility. Indemnities From time to time, pursuant to our service arrangements, we indemnify our customers for claims related to the services we provide under those service arrangements. These indemniﬁcation obligations may subject us to indemnity claims, liabilities and related litigation. We are not aware of any material unrecorded liabilities for asserted claims in connection with these indemniﬁcation obligations. Contractual Obligations As of December 31, 2018, our future contractual obligations are as follows: (in thousands) Short and long term debt . . . . . . . . . . Operating lease obligations Capital lease obligations . . . . . . Purchase obligations . . . . . . . . . Income tax contingencies . . . . . . . . . . . . . . . . . . . . . . . . . Total Total $ 89,792 17,395 2,735 14,986 375 $125,283 Less than 1 Year $ 3,681 4,829 1,185 14,986 — $24,681 1 − 3 Years $66,137 6,725 1,550 — — $74,412 3 − 5 Years $11,490 3,714 — — — $15,204 More than 5 Years $ 8,484 2,127 — — — $10,611 Other $ — — — — 375 $375 Excluded from the above table are interest and fees associated with our short term and long term debt and letters of credit outstanding under our Facility, because the applicable interest rates and fees are variable. We have also excluded our multi-employer pension plan contributions, which are determined annually, based on our union employee payrolls, and which cannot be determined for future periods in advance. The amount of income tax contingencies has been presented in the ‘‘Other’’ column in the table above due to the fact that the period of future payment cannot be reliably estimated. For further information, refer to Note 10 — Income Taxes to our Financial Statements. Concentration of Credit Risk We grant trade credit under contractual payment terms, generally without collateral, to our customers, which include high credit quality electric utilities, governmental entities, general contractors and builders, owners and managers of commercial and industrial properties. Consequently, we are subject to potential credit risk related to changes in business and economic factors. However, we generally have certain statutory lien rights with respect to services provided. Under certain circumstances such as foreclosures or negotiated settlements, we may take title to the underlying assets in lieu of cash in settlement of receivables. As of December 31, 2018 and 2017, none of our customers individually exceeded 10.0% of accounts receivable. Inﬂation Inﬂation did not have a signiﬁcant effect on our results during the years ended December 31, 2018, 2017 or 2016. 49 New Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 1 — Organization, Business and Summary of Signiﬁcant Accounting Policies in the Notes to our Financial Statements. Critical Accounting Policies The discussion and analysis of our ﬁnancial condition and results of operations are based on our Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates. We believe the following accounting policies affect our more signiﬁcant judgments and estimates used in the preparation of our Financial Statements: Revenue Recognition. On January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the modiﬁed retrospective method for contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under this new pronouncement, while prior period amounts were not adjusted and continue to be reported under the accounting standard Revenue Recognition Topic 605, which was in effect for those periods. Differences in revenue recognition under Topic 606 were due to accelerated recognition of contract provisions related to variable consideration previously not permitted to be recognized under Topic 605 until no remaining contingency existed related to this consideration. Under Topic 606, we recognize revenue to depict the transfer of goods or services to customers in an amount that reﬂects the consideration that we expect to be entitled to in exchange for goods or services provided. Revenue associated with contracts with customers is recognized over time as our performance creates or enhances customer controlled assets or creates or enhances an asset with no alternative use, for which we have an enforceable right to receive compensation as deﬁned under the contract. To determine the amount of revenue to recognize over time, we estimate proﬁt by determining the difference between total estimated revenue and total estimated cost of a contract. In addition, we estimate a cost accrual every quarter that represents unbilled invoicing activity for services performed by subcontractors and suppliers during the quarter, and estimate revenue from the contract cost portion of this accrual based on current gross margin rates to be consistent with our cost method of revenue recognition. The estimated value of unbilled amounts are determined using a regression analysis that estimates value based on our historical experience, and is adjusted for large individual projects. The proﬁt and corresponding revenue is recognized over the contract term based on costs incurred under the cost-to-cost method. We utilized the cost-to-cost method as we believe cost incurred best represents the amount of work completed and remaining on our projects, and is the most common basis for computing percentage of completion in our industry. For purposes of recognizing revenue, we follow the ﬁve-step approach outlined in Accounting Standards Codiﬁcation (‘‘ASC’’) 606-10-25. As the cost-to-cost method is driven by incurred cost, we calculate the percentage of completion by dividing costs incurred to date by the total estimated cost. The percentage of completion is then multiplied by estimated revenues to determine inception-to-date revenue. Revenue recognized for the period is the current inception-to-date recognized revenue less the prior period inception-to-date recognized revenue. If a contract is projected to result in a loss, the entire contract loss is recognized in the period when the loss was ﬁrst determined and the amount of the loss is updated in subsequent reporting periods. Because our billings are based on contract terms and do not coincide with our progress in a project, revenue recognition also includes an amount related to our contract asset or contract liability. If the recognized revenue is greater than the amount billed to the customer, a contract asset is recorded. Additionally, the contract asset includes retainage billed to the customer that cannot be collected until the contract work has been completed and approved. Conversely, if the amount billed to the customer is greater than the recognized revenue, a contract liability is recorded. Additionally, the contract liability includes a liability for the excess of costs over revenues for all contracts that are in a loss position. 50 Contract costs incurred to date and expected total contract costs are continuously monitored during the term of the contract. Changes in the job performance, job conditions and ﬁnal contract settlements are factors that inﬂuence management’s assessment of total contract value and the total estimated costs to complete those contracts, and therefore, proﬁt and revenue recognition. Additionally, we estimate costs to complete on ﬁxed price contracts which are determined on an individual contract basis by evaluating each project’s status as of the balance sheet date, and using our historical experience with the level of effort required to complete the underlying project. Claims and change orders are also measured based on our historical experience with individual customers and similar contracts, and are evaluated by management individually. A change order is a modiﬁcation to a contract that changes the provisions of the contract, typically resulting from changes in scope, speciﬁcations, design, manner of performance, facilities, equipment, materials, sites, or period of completion of the work under the contract. A claim is an amount in excess of the agreed-upon contract price that we seek to collect from our clients or others for client-caused delays, errors in speciﬁcations and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes. We include these estimated amounts of variable consideration to the extent that it is probable there will not be a signiﬁcant reversal of revenue. Some of our contracts may have contract terms that include variable consideration such as safety or performance bonuses or liquidated damages. In accordance with ASC 606-10-32, we estimate the variable consideration using one of two methods. In contracts in which there is a binary outcome, the most likely amount method is used. In instances in which there is a range of possible outcomes, the expected value method is used. In accordance with ASC 606-10-32-11, we include the estimated amount of variable consideration in the transaction price only to the extent that it is probable that a signiﬁcant reversal in the amount of cumulative recognized revenue will not occur when the ﬁnal outcome of the variable consideration is determined. In contracts in which a signiﬁcant reversal may occur, we use constraint in recognizing revenue on variable consideration. Although we often enter into contracts that contain liquidated damage clauses, we rarely incur them, and as such, we do not include amounts associated with liquidated damage clauses until it is probable that liquidated damages will occur. These items are continually monitored by multiple levels of management throughout the reporting period. A portion of the work we perform requires ﬁnancial assurances in the form of performance and payment bonds or letters of credit at the time of execution of the contract. Many of our contracts include retention provisions of up to 10%, which are generally withheld from each progress payment as retainage until the contract work has been completed and approved. The accuracy of our revenue and proﬁt recognition in a given period is dependent on the accuracy of our estimates of the cost to complete each project. Cost estimates for all of our signiﬁcant projects use a detailed ‘‘bottoms up’’ approach and we believe our experience typically allows us to provide materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and proﬁtability. The most signiﬁcant of these include, among others: • • • • • • • • • the completeness and accuracy of the original bid; costs associated with scope changes, change orders or claims; costs of labor and/or materials; extended overhead due to owner, weather and other delays; subcontractor performance issues; changes in productivity expectations; site conditions that differ from those assumed in the original bid (to the extent contract remedies are unavailable); the availability and skill level of workers in the geographic location of the project; and a change in the availability and proximity of equipment and materials. 51 The foregoing factors as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause ﬂuctuations in gross proﬁt between periods. We provide warranties to customers on a basis customary to the industry; however, the warranty period does not typically exceed one year. Historically, warranty claims have not been material. Total revenues do not include sales tax as we consider ourselves a pass-through conduit for collecting and remitting sales taxes. Sales tax and value added tax collected from customers is included in other current liabilities on our consolidated balance sheets. Prior to January 1, 2018 we reported revenue under the accounting standard Revenue Recognition Topic 605, under which revenues under contracts were accounted for using the percentage-of-completion method of accounting. Under the percentage-of-completion method, we estimated proﬁt as the difference between total estimated revenue and total estimated cost of a contract and recognized that proﬁt over the contract term based on costs incurred under the cost-to-cost method. Under Topic 605, revenues from our construction services were performed under ﬁxed-price, time-and-equipment, time-and-materials, unit-price, and cost-plus fee contracts. For ﬁxed-price and unit-price contracts, we used the ratio of cost incurred on the contract (excluding uninstalled direct materials) to management’s estimate of the contract’s total cost, to determine the percentage of completion on each contract. This method was used as management considered expended costs to be the best available measure of progression of these contracts. Contract cost included all direct costs on contracts, including labor and material, subcontractor costs and those indirect costs related to contract performance, such as supplies, fuel, tool repairs and depreciation. We recognized revenues from construction services with fees based on time-and-materials, or cost-plus fee as the services were performed and amounts were earned. If contracts included contract incentive or bonus provisions, they were included in estimated contract revenues only when the achievement of such incentive or bonus was reasonably certain. Under Topic 605, contract costs incurred to date and expected total contract costs were continuously monitored during the term of the contract. Changes in job performance, job conditions and ﬁnal contract settlements were factors that inﬂuenced management’s assessment of total contract value and the total estimated costs to complete those contracts and therefore, our proﬁt recognition. These changes, which included contracts with estimated costs in excess of estimated revenues, were recognized in contract costs in the period in which the revisions were determined. At the point we anticipated a loss on a contract, we estimated the ultimate loss through completion and recognized that loss in the period in which the possible loss was identiﬁed. Insurance. We carry insurance policies, which are subject to certain deductibles, for workers’ compensation, general liability, automobile liability and other coverages. Our deductible for each line of coverage is up to $1.0 million, except for wildﬁre coverage which has a deductible of $2.0 million. Certain health beneﬁt plans are subject to a deductible up to $0.2 million, for qualiﬁed individuals. Losses up to the deductible amounts are accrued based upon our estimates of the ultimate liability for claims reported and an estimate of claims incurred but not yet reported. The insurance and claims accruals are based on known facts, actuarial estimates and historical trends. While recorded accruals are based on the ultimate liability, which includes amounts in excess of the deductible, a corresponding receivable for amounts in excess of the deductible is included in current assets in the consolidated balance sheets. Stock-Based Compensation. We determine compensation expense for stock-based awards based on the estimated fair values at the grant date and recognize the related compensation expense over the vesting period. We use the straight-line amortization method to recognize compensation expense related to stock-based awards, such as restricted stock, restricted stock units and phantom stock units, that have only service conditions. This method recognizes stock compensation expense on a straight-line basis over the requisite service period for the entire award. We recognize compensation expense related to performance awards that vest based on internal performance metrics and service conditions on a straight-line basis over the service period, but adjust inception-to-date expense based upon our determination of the expected achievement of the performance target at each reporting date. We recognize compensation expense related to performance awards 52 with market-based performance metrics on a straight-line basis over the requisite service period. Upon adoption ASU No. 2016-09, Compensation — Stock Compensation (Topic 718) in January of 2017, we elected to discontinue estimating future forfeitures and recognize forfeitures as they occur. Prior to the adoption, we used historical data to estimate the forfeiture rate applied to stock grants. Shares issued under the Company’s stock-based compensation program are taken out of authorized but unissued shares. Goodwill and Intangibles. Goodwill and intangible assets with indeﬁnite lives are not amortized. Intangible assets with ﬁnite lives are amortized on a straight-line basis over their estimated useful lives. We review goodwill and intangible assets with indeﬁnite lives for impairment on an annual basis at the beginning of the fourth quarter, or when circumstances change, such as a signiﬁcant adverse change in the business climate or the decision to sell a business, both of which would indicate that impairment may have occurred. Intangible assets with ﬁnite lives are also reviewed for impairment and tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We may perform either a qualitative assessment or a two-step goodwill impairment test. The qualitative assessment considers ﬁnancial, industry, segment and macroeconomic factors. If the qualitative assessment indicates a potential for impairment, the two-step method is used to determine if impairment exists. The two-step method begins with a comparison of the fair value of the reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process involves a comparison of the implied fair value and carrying value of the goodwill of that reporting unit. The company also performs a qualitative assessment on intangible assets with indeﬁnite lives. If the qualitative assessment indicates a potential for impairment, a quantitative impairment test would be performed to compare the fair value of the indeﬁnite-lived intangible asset with its carrying value. If the carrying value of goodwill or other indeﬁnite lived assets exceeds its implied fair value, an impairment charge would be recorded in the statement of operations. As a result of the annual qualitative review process in 2017 and 2016, we determined it was not necessary to perform a two-step analysis. In 2018, we performed a two-step analysis on our goodwill and intangible assets with indeﬁnite lives. The ﬁrst step involves a comparison of the fair value of the reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process involves a comparison of the implied fair value and carrying value of the goodwill of that reporting unit. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recorded in the statement of operations. The step-one analysis did not indicate that our goodwill or indeﬁnite lived intangible assets were impaired. As a result, no step-two analysis was performed. Accounts Receivable and Allowance for Doubtful Accounts. We do not generally charge interest to our customers, and we carry our customer receivables at their face amounts, less an allowance for doubtful accounts. Based on our experience in recent years, the majority of customer balances at each balance sheet date are collected within twelve months. As is common practice in the industry, we classify all accounts receivable as current assets. We grant trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases) to our customers, and we are subject to potential credit risk related to changes in business and overall economic activity. We analyze speciﬁc accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible the account balance is written-off against the allowance for doubtful accounts. Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of December 31, 2018, we were not parties to any derivative instruments. We did not use any derivative ﬁnancial instruments during the years ended December 31, 2018, 2017 or 2016. Borrowings under our Facility are based upon interest rates that will vary depending upon the prime rate, Canadian prime rate, federal funds rate and LIBOR. If the prime rate, Canadian prime rate, federal funds rate or LIBOR rises, our interest payment obligations will increase and have a negative effect on our cash ﬂow and ﬁnancial condition. We currently do not maintain any hedging contracts that would limit our exposure to 53 variable rates of interest when we have outstanding borrowings. If market rates of interest on all our revolving debt as of December 31, 2018, which is subject to variable rates, permanently increased by 1%, the increase in interest expense on all revolving debt would decrease future income before provision for income taxes and cash ﬂows by approximately $0.6 million annually. If market rates of interest on all our revolving debt, which is subject to variable rates as of December 31, 2018, permanently decreased by 1%, the decrease in interest expense on all debt would increase future income before provision for income taxes and cash ﬂows by the same amount. Borrowings under our Equipment Notes are at ﬁxed rates established on the date the note was executed. 54 Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets as of December 31, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 . . . Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 57 60 61 62 63 64 55 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over ﬁnancial reporting as deﬁned in Rule 13a-15(f) under the Exchange Act. Our internal control over ﬁnancial reporting is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of our Financial Statements for external purposes in accordance with GAAP. Internal control over ﬁnancial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reﬂect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁnancial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the ﬁnancial statements. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over ﬁnancial reporting based upon the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, our management has concluded that our internal control over ﬁnancial reporting was effective as of December 31, 2018 in providing reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external reporting purposes in accordance with GAAP. Because of its inherent limitations, a system of internal control over ﬁnancial reporting can provide only reasonable assurances and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness 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 policies and procedures may deteriorate. Management’s assessment of and conclusion on the Company’s internal control over ﬁnancial reporting as of December 31, 2018 excluded the internal control over ﬁnancial reporting of Huen Electric, Inc., which was acquired on July 2, 2018. Huen Electric, Inc. represented a total of approximately 9.6% and 9.8% of total assets and net assets, respectively, as of December 31, 2018, and 4.5% and 1.1% of contract revenues and income before income taxes, respectively, for the year then ended. Such exclusion is in accordance with Securities and Exchange Commission guidance that the assessment of a recently acquired business may be omitted in management’s report on internal controls over ﬁnancial reporting, provided the acquisition took place during the ﬁscal year being assessed. Crowe LLP, an independent registered public accounting ﬁrm, who audited and reported on the 2018 Financial Statements included in this Annual Report on Form 10-K, has audited the effectiveness of MYR Group’s internal control over ﬁnancial reporting as of December 31, 2018 as stated in their report which appears herein. March 6, 2019 56 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of MYR Group Inc. Rolling Meadows, IL Opinions on the Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of MYR Group Inc. (the ‘‘Company’’) as of December 31, 2018 and 2017, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash ﬂows for the years then ended, and the related notes (collectively referred to as the ‘‘ﬁnancial statements’’). We also have audited the Company’s internal control over ﬁnancial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the ﬁnancial statements referred to above present fairly, in all material respects, the ﬁnancial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash in conformity with accounting principles generally accepted in the ﬂows for United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over ﬁnancial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework: (2013) issued by COSO. the years then ended, Basis for Opinions The Company’s management is responsible for these ﬁnancial statements, for maintaining effective internal control over ﬁnancial reporting, and for its assessment of the effectiveness of internal control over ﬁnancial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s ﬁnancial statements and an opinion on the Company’s internal control over ﬁnancial reporting based on our audits. We are a public accounting ﬁrm registered with the Public Company Accounting Oversight Board (United States) (‘‘PCAOB’’) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over ﬁnancial reporting was maintained in all material respects. Our audits of the ﬁnancial statements included performing procedures to assess the risks of material misstatement of the ﬁnancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ﬁnancial statements. Our audits also included evaluating the accounting principles used and signiﬁcant estimates made by management, as well as evaluating the overall presentation of the ﬁnancial statements. Our audit of internal control over ﬁnancial reporting included obtaining an understanding of internal control over ﬁnancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. As permitted, the Company has excluded the operations of Huen Electric, Inc. acquired during 2018, which is described in Note 2 of the consolidated ﬁnancial statements, from the scope of management’s report on internal control over ﬁnancial reporting. As such, it has also been excluded from the scope of our audit of internal control over ﬁnancial reporting. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Deﬁnition and Limitations of Internal Control Over Financial Reporting A company’s internal control over ﬁnancial reporting is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over ﬁnancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁnancial 57 statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the ﬁnancial statements. limitations, internal control over ﬁnancial reporting may not prevent or detect Because of its inherent misstatements. Also, projections of any evaluation of effectiveness 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. /s/ Crowe LLP We have served as the Company’s auditor since 2017. Oak Brook, Illinois March 6, 2019 58 Report of Independent Registered Public Accounting Firm To Board of Directors and Stockholders of MYR Group Inc. We have audited the accompanying consolidated statements of operations and comprehensive income, stockholders’ equity and cash ﬂows for the year ended December 31, 2016. These ﬁnancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ﬁnancial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁnancial statements. An audit also includes assessing the accounting principles used and signiﬁcant estimates made by management, as well as evaluating the overall ﬁnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the ﬁnancial statements referred to above present fairly, in all material respects, the consolidated results of its operations and its cash ﬂows for the year ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Chicago, Illinois March 9, 2017 59 MYR GROUP INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) ASSETS Current assets December 31, 2018 2017 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, net of allowances of $1,331 and $605, respectively . . . . Contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of receivable for insurance claims in excess of deductibles . . . Refundable income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,507 288,427 160,281 10,572 — 8,847 475,634 $ 5,343 240,276 120,992 4,221 391 8,513 379,736 Property and equipment, net of accumulated depreciation of $253,495 and $231,391, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill Intangible assets, net of accumulated amortization of $7,031 and $5,183, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivable for insurance claims in excess of deductibles . . . . . . . . . . . . . . . . . Investment in joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of accrued self-insurance . . . . . . . . . . . . . . . . . . . . . . . . . . Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued self-insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital lease obligations, net of current maturities Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments and contingencies Stockholders’ equity Preferred stock − $0.01 par value per share; 4,000,000 authorized shares; none issued and outstanding at December 31, 2018 and December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock − $0.01 par value per share; 100,000,000 authorized shares; Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings 16,564,961 and 16,464,757 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders’ equity attributable to MYR Group Inc. Noncontrolling interest 161,892 56,588 148,084 46,994 33,266 17,173 1,324 2,878 $748,755 $ 3,681 1,119 139,480 58,534 19,633 61,358 283,805 17,398 86,111 34,406 1,514 1,057 424,291 10,852 14,295 168 3,659 $603,788 $ — 1,086 110,383 30,224 13,138 33,733 188,564 13,452 78,960 32,225 2,629 919 316,749 — — 165 148,276 (193) 174,736 322,984 1,480 324,464 $748,755 163 143,934 (299) 143,241 287,039 — 287,039 $603,788 The accompanying notes are an integral part of these Financial Statements. 60 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME MYR GROUP INC. (in thousands, except per share data) Contract revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract costs Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative expenses . . . . . . . . . . . . . Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . Gain on sale of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from operations Other income (expense): Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . Other income (expense), net Income before provision for income taxes . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: net income − noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to MYR Group Inc. Income per common share attributable to MYR Group Inc.: − Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . − Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average number of common shares and potential common shares outstanding: − Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . − Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income (loss): Foreign currency translation adjustment . . . . . . . . . . . . . . Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to noncontrolling interests . . . . . . . . . Total comprehensive income attributable to MYR Group Inc. . . 2018 $1,531,169 1,364,109 167,060 118,737 1,843 (3,832) 50,312 Year ended December 31, 2017 $1,403,317 1,278,313 125,004 98,611 499 (3,664) 29,558 2016 $1,142,487 1,007,764 134,723 96,424 886 (1,341) 38,754 24 (3,652) (3,616) 43,068 11,774 31,294 207 31,087 1.89 1.87 16,441 16,585 31,294 106 106 31,400 207 31,193 $ $ $ $ $ 4 (2,603) (2,319) 24,640 3,486 21,154 — 21,154 1.30 1.28 16,273 16,496 21,154 134 134 21,288 — 21,288 $ $ $ $ $ 5 (1,299) 885 38,345 16,914 21,431 — 21,431 1.25 1.23 17,109 17,461 21,431 (549) (549) 20,882 — 20,882 $ $ $ $ $ The accompanying notes are an integral part of these Financial Statements. 61 MYR GROUP INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Balance at December 31, 2015 . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . Stock issued under compensation plans, net . . . . . . . . . . . . . Tax beneﬁt from stock-based awards . . . . . . . . . . . . . . . Stock-based compensation expense . . . . . . . . . . . . . . Shares repurchased . . . . . . . . . Other comprehensive loss . . . . . Stock issued − other . . . . . . . . Balance at December 31, 2016 . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . Adjustment to adopt ASU No. 2016-09 . . . . . . . . Stock issued under compensation plans, net . . . . . . . . . . . . . Stock-based compensation expense . . . . . . . . . . . . . . Shares repurchased . . . . . . . . . Other comprehensive income . . . . . . . . . . . Stock issued − other Balance at December 31, 2017 . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . Adjustment to adopt ASC 606 . . Stock issued under compensation plans, net . . . . . . . . . . . . . Stock-based compensation expense . . . . . . . . . . . . . . Shares repurchased . . . . . . . . . Noncontrolling interest acquired . . . . . . . . . . . . . . Other comprehensive income . . . . . . . . . . . Stock issued − other Balance at December 31, 2018 . . . . . . . . . . . . . . . . Preferred Stock Common Stock Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) MYR Group Inc Shareholders’ Equity Retained Earnings Noncontrolling Interest Total $— — 19,969 — $198 — $161,342 — $ 116 — $168,224 21,431 $ 329,880 21,431 $ — — $ 329,880 21,431 — — — — — — — — — — — — — — — — — — — — — — — 589 — — (4,228) — 3 16,333 — — 224 — (93) — 1 16,465 — — 132 — (33) — — 1 6 — — (42) — — 162 — — 2 — (1) — — 163 — — 2 — — — — — 6,213 2,044 4,674 (34,235) — 62 140,100 — 225 1,230 4,376 (2,025) — 28 143,934 — — 1,895 3,165 (756) — — 38 — — — — (549) — (433) — — — — — 134 — (299) — — — — — — 106 — — — 6,219 2,044 — (66,310) — — 4,674 (100,587) (549) 62 123,345 21,154 263,174 21,154 (225) — — 1,232 — (1,033) — — 4,376 (3,059) 134 28 143,241 31,087 695 287,039 31,087 695 — 1,897 — (287) 3,165 (1,043) — — — — 106 38 — — — — — — — — — — — — — — — 207 — — — — 1,273 — — 6,219 2,044 4,674 (100,587) (549) 62 263,174 21,154 — 1,232 4,376 (3,059) 134 28 287,039 31,294 695 1,897 3,165 (1,043) 1,273 106 38 $— 16,565 $165 $148,276 $(193) $174,736 $ 322,984 $1,480 $ 324,464 The accompanying notes are an integral part of these Financial Statements. 62 MYR GROUP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Cash ﬂows from operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash ﬂows provided by (used in) operating activities − Depreciation and amortization of property and equipment . . . . . . Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of property and equipment . . . . . . . . . . . . . . . . . . Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in operating assets and liabilities, net of acquisitions Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivable for insurance claims in excess of deductibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued self-insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash ﬂows provided by (used in) operating activities . . . Cash ﬂows from investing activities: Proceeds from sale of property and equipment . . . . . . . . . . . . . . . Cash paid for acquisitions, net of cash acquired . . . . . . . . . . . . . . Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . Net cash ﬂows used in investing activities . . . . . . . . . . . . . Cash ﬂows from ﬁnancing activities: Net borrowings (repayments) under revolving lines of credit . . . . . . Payment of principal obligations under capital leases . . . . . . . . . . . Borrowings under equipment notes . . . . . . . . . . . . . . . . . . . . . . . Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . Repurchase of common shares . . . . . . . . . . . . . . . . . . . . . . . . . . Other ﬁnancing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash ﬂows provided by (used in) ﬁnancing activities . . . Effect of exchange rate changes on cash . . . . . . . . . . . . . . Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . Cash and cash equivalents: Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental Cash Flow Information: Cash paid during the period for: Year ended December 31, 2017 2016 2018 $ 31,294 $ 21,154 $ 21,431 38,070 1,843 3,165 3,649 (3,832) 237 (15,871) (28,141) (9,229) 2,280 19,953 22,551 8,701 10,119 84,789 4,583 (47,082) (50,704) (93,203) (20,655) (1,081) 31,486 1,897 (1,043) 38 10,642 (64) 2,164 38,077 499 4,376 (5,091) (3,664) 1,194 (35,944) (17,857) (39) (2,213) 8,149 (14,317) 2,765 (6,287) (9,198) 4,342 — (30,843) (26,501) 19,890 (1,203) — 1,232 (3,058) 28 16,889 307 (18,503) 38,236 886 4,674 4,205 (1,341) 194 (22,473) (22,013) (7,187) 3,730 17,322 790 5,617 10,419 54,490 3,299 (12,056) (25,371) (34,128) 59,070 (740) — 6,218 (101,483) 1,396 (35,539) (774) (15,951) 5,343 $ 7,507 23,846 $ 5,343 39,797 $ 23,846 Income taxes payments Interest payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,247 3,097 $ 6,597 2,259 $ 6,274 1,114 Noncash investing activities: Acquisition of property and equipment for which payment is pending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of property under capital lease arrangements . . . . . . . Noncash ﬁnancing activities: Capital lease obligations initiated . . . . . . . . . . . . . . . . . . . . . . . 953 — — 2,050 — 614 5,658 — 5,658 The accompanying notes are an integral part of these Financial Statements. 63 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies Organization and Business MYR Group Inc. (the ‘‘Company’’) is a holding company of specialty electrical construction service providers and is currently conducting operations through wholly owned subsidiaries including: The L. E. Myers Co., a Delaware corporation; Harlan Electric Company, a Michigan corporation; Great Southwestern Construction, Inc., a Colorado corporation; Sturgeon Electric Company, Inc., a Michigan corporation; MYR Transmission Services, Inc., a Delaware corporation; E.S. Boulos Company, a Delaware corporation; High Country Line Construction, Inc., a Nevada corporation; Sturgeon Electric California, LLC, a Delaware limited liability company; GSW Integrated Services, LLC, a Delaware limited liability company; Huen Electric, Inc., a Delaware corporation; MYR Transmission Services Canada, Ltd., a British Columbia corporation; Northern Transmission Services, Ltd., a British Columbia corporation and Western Paciﬁc Enterprises Ltd., a British Columbia corporation. The Company performs construction services in two business segments: Transmission and Distribution (‘‘T&D’’), and Commercial and Industrial (‘‘C&I’’). T&D customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. T&D provides a broad range of services, which include design, engineering, procurement, construction, upgrade, maintenance and repair services, with a particular focus on construction, maintenance and repair. C&I customers include general contractors, commercial and industrial facility owners, local governments and developers. C&I provides a broad range of services, which include design, installation, maintenance and repair of commercial and industrial wiring, the installation of traffic networks and the installation of bridge, roadway and tunnel lighting. Signiﬁcant Accounting Policies Consolidation The accompanying Financial Statements include the results of operations of the Company and its subsidiaries. Signiﬁcant intercompany transactions and balances have been eliminated. Certain reclassiﬁcations were made to prior year amounts to conform to the current year presentation. In connection with the adoption of Revenue from Contracts with Customers (Topic 606), the Company adjusted its presentation of costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs, which impacted both the Company’s consolidated balance sheet as of December 31, 2017 and consolidated statements of cash ﬂows for the years ended December 31, 2017 and 2016. Speciﬁcally, costs and estimated earnings in excess of billings became contract assets in the Company’s consolidated balance sheets and $42.7 million of contract retainages previously classiﬁed as accounts receivable, net of allowances were reclassiﬁed into contract assets as of December 31, 2017. Additionally, billings in excess of costs and estimated earnings on uncompleted contracts became contract liabilities in the Company’s consolidated balance sheets and accruals for contracts in a loss position previously classiﬁed in other current liabilities were reclassiﬁed into contract liabilities as of December 31, 2017. See Note 3 — Revenue Recognition to the Financial Statements for additional information. Revenue Recognition On January 1, 2018, the Company adopted accounting standards update (‘‘ASU’’) No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the modiﬁed retrospective method for contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under this new pronouncement, while prior period amounts were not adjusted and continue to be reported under the accounting standard Revenue Recognition (Topic 605), which was in effect for those periods. Differences in revenue recognition under Topic 606 were due to accelerated recognition of contract provisions related to variable consideration previously not permitted to be recognized under Topic 605 until no remaining contingency existed related to this consideration. 64 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies − (continued) Under Topic 606, the Company recognizes revenue to depict the transfer of goods or services to customers in an amount that reﬂects the consideration the Company expects to be entitled to in exchange for goods or services provided. Revenue associated with contracts with customers is recognized over time as the Company’s performance creates or enhances customer controlled assets or creates or enhances an asset with no alternative use, for which the Company has an enforceable right to receive compensation as deﬁned under the contract. To determine the amount of revenue to recognize over time, the Company estimates proﬁt by determining the difference between total estimated revenue and total estimated cost of a contract. In addition, the Company estimates a cost accrual every quarter that represents unbilled invoicing activity for services performed by subcontractors and suppliers during the quarter, and estimates revenue from the contract cost portion of this accrual based on current gross margin rates to be consistent with its cost method of revenue recognition. The estimated value of unbilled amounts are determined using a regression analysis that estimates value based on the Company’s historical experience, and is adjusted for large individual projects. The proﬁt and corresponding revenue is recognized over the contract term based on costs incurred under the cost-to-cost method. The Company utilizes the cost-to-cost method as it believes cost incurred best represents the amount of work completed and remaining on projects, and is the most common basis for computing percentage of completion in the industry. For purposes of recognizing revenue, the Company follows the ﬁve-step approach outlined in Accounting Standards Codiﬁcation (‘‘ASC’’) 606-10-25. As the cost-to-cost method is driven by incurred cost, the Company calculates the percentage of completion by dividing costs incurred to date by the total estimated cost. The percentage of completion is then multiplied by estimated revenues to determine inception-to-date revenue. Revenue recognized for the period is the current inception-to-date recognized revenue less the prior period inception-to-date recognized revenue. If a contract is projected to result in a loss, the entire contract loss is recognized in the period when the loss was ﬁrst determined and the amount of the loss is updated in subsequent reporting periods. Because the Company’s billings are based on contract terms and do not coincide with our progress in a project, revenue recognition also includes an amount related to a contract asset or contract liability. If the recognized revenue is greater than the amount billed to the customer, a contract asset is recorded. Additionally, the contract asset includes retainage billed to the customer that cannot be collected until the contract work has been completed and approved. Conversely, if the amount billed to the customer is greater than the recognized revenue, a contract liability is recorded. Additionally, the contract liability includes a liability for the excess of costs over revenues for all contracts that are in a loss position. Contract costs incurred to date and expected total contract costs are continuously monitored during the term of the contract. Changes in the job performance, job conditions and ﬁnal contract settlements are factors that inﬂuence management’s assessment of total contract value and the total estimated costs to complete those contracts, and therefore, proﬁt and revenue recognition. Additionally, the Company estimates costs to complete on ﬁxed price contracts which are determined on an individual contract basis by evaluating each project’s status as of the balance sheet date, and using our historical experience with the level of effort required to complete the underlying project. Claims and change orders are also measured based on our historical experience with individual customers and similar contracts, and are evaluated by management individually. A change order is a modiﬁcation to a contract that changes the provisions of the contract, typically resulting from changes in scope, speciﬁcations, design, manner of performance, facilities, equipment, materials, sites, or period of completion of the work under the contract. A claim is an amount in excess of the agreed-upon contract price that the Company seeks to collect from its clients or others for client-caused delays, errors in speciﬁcations and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes. The Company includes these estimated amounts of variable consideration to the extent that it is probable there will not be a signiﬁcant reversal of revenue. Some of the Company’s contracts may have contract terms that include variable consideration such as safety or performance bonuses or liquidated damages. In accordance with ASC 606-10-32, the Company estimates the variable consideration using one of two methods. In contracts in which there is a binary 65 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies − (continued) outcome, the most likely amount method is used. In instances in which there is a range of possible outcomes, the expected value method is used. In accordance with ASC 606-10-32-11, the Company includes the estimated amount of variable consideration in the transaction price only to the extent that it is probable that a signiﬁcant reversal in the amount of cumulative recognized revenue will not occur when the ﬁnal outcome of the variable consideration is determined. In contracts in which a signiﬁcant reversal may occur, the Company uses constraint in recognizing revenue on variable consideration. Although the Company often enters into contracts that contain liquidated damage clauses, the Company rarely incurs them, and as such, the Company does not include amounts associated with liquidated damage clauses until it is probable that liquidated damages will occur. These items are continually monitored by multiple levels of management throughout the reporting period. A portion of the work the Company performs requires ﬁnancial assurances in the form of performance and payment bonds or letters of credit at the time of execution of the contract. Many of the Company’s contracts include retention provisions of up to 10%, which are generally withheld from each progress payment as retainage until the contract work has been completed and approved. The Company provides warranties to customers on a basis customary to the industry; however, the warranty period does not typically exceed one year. Historically, warranty claims have not been material to the Company. Total revenues do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting sales taxes. Sales tax and value added tax collected from customers is included in other current liabilities on the Company’s consolidated balance sheets. Prior to January 1, 2018 the Company reported revenue under the accounting standard Revenue Recognition (Topic 605), under which revenues from long-term contracts were accounted for using the percentage-of-completion method of accounting. Under the percentage-of-completion method, the Company estimated proﬁt as the difference between total estimated revenue and total estimated cost of a contract and recognized that proﬁt over the contract term based on costs incurred under the cost-to-cost method. Under Topic 605, revenues from the Company’s construction services were performed under ﬁxed-price, time-and-equipment, time-and-materials, unit-price, and cost-plus fee contracts. For ﬁxed-price and unit-price contracts, the Company used the ratio of cost incurred to date on the contract to management’s estimate of the contract’s total cost, to determine the percentage of completion on each contract. This method was used as management considered expended costs to be the best available measure of progression of these contracts. Contract cost included all direct costs on contracts, including labor and material, subcontractor costs and those indirect costs related to contract performance, such as supplies, fuel, tool repairs and depreciation. The Company recognized revenues from construction services with fees based on time-and-materials, or cost-plus fee as the services were performed and amounts were earned. If contracts included contract incentive or bonus provisions, they were included in estimated contract revenues only when the achievement of such incentive or bonus was reasonably certain. Under Topic 605, contract costs incurred to date and expected total contract costs were continuously monitored during the term of the contract. Changes in job performance, job conditions and ﬁnal contract settlements were factors that inﬂuenced management’s assessment of total contract value and the total estimated costs to complete those contracts and therefore, the Company’s proﬁt recognition. These changes, which included contracts with estimated costs in excess of estimated revenues, were recognized in contract costs in the period in which the revisions were determined. At the point the Company anticipated a loss on a contract, the Company estimated the ultimate loss through completion and recognized that loss in the period in which the possible loss was identiﬁed. 66 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies − (continued) Joint Ventures and Noncontrolling Interests The Company accounts for investments in joint ventures using the proportionate consolidation method for income statement reporting and under the equity method for balance sheet reporting, unless the Company has a controlling interest causing the joint venture to be consolidated with equity owned by other joint venture partners recorded as noncontrolling interests. Under the proportionate consolidation method, joint venture activity is allocated to the appropriate line items found on the consolidated statements of operations in proportion to the percentage of participation the Company has in the joint venture. Under the equity method the net investment in joint ventures is stated as a single item on the consolidated balance sheets. For joint ventures which the Company does not have a controlling interest, the Company’s share of any proﬁts and assets and its share of any losses and liabilities are recognized based on the Company’s stated percentage partnership interest in the joint venture, and are normally recorded by the Company one month in arrears. The investments in joint ventures are recorded at cost and the carrying amounts are adjusted to recognize the Company’s proportionate share of cumulative income or loss, additional contributions made and dividends and capital distributions received. The Company records the effect of any impairment or any other-than-temporary decrease in the value of the joint venture investment as incurred, which may or may not be one month in arrears, depending on when the Company obtains the joint venture activity information. Additionally, the Company continually assesses the fair value of its investment in unconsolidated joint ventures despite using information that is one month in arrears for regular reporting purposes. The Company includes only its percentage ownership of each joint venture in its backlog. See Note 16 — Noncontrolling Interests to the Financial Statements for further information related to joint ventures in which the Company has a majority controlling interest. Foreign Currency The functional currency for the Company’s Canadian operations is the Canadian dollar. Assets and liabilities denominated in Canadian dollars are translated into U.S. dollars at the end-of-period exchange rate. Revenues and expenses are translated using average exchange rates for the periods reported. Equity accounts are translated at historical rates. Cumulative translation adjustments are included as a separate component of accumulated other comprehensive income in shareholders’ equity. Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on short-term monetary assets and liabilities, and ineffective long-term monetary assets and liabilities are recorded in the ‘‘other income, net’’ line on the consolidated statements of operations. For the year ended December 31, 2018, the Company recorded an insigniﬁcant amount of foreign currency losses. Effective foreign currency transaction gains and losses, arising primarily from long-term assets and liabilities are recorded in the foreign currency translation adjustment line on the consolidated statements of comprehensive income. Use of Estimates The preparation of ﬁnancial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ﬁnancial statements and revenues and expenses during the period reported. Actual results could differ from those estimates. The most signiﬁcant estimates are related to estimates of costs to complete on contracts, pending change orders and claims, shared savings, insurance reserves, income tax reserves, estimates surrounding stock-based compensation, the recoverability of goodwill and intangibles and accounts receivable reserves. Actual results could differ from these estimates. In 2018, the Company recognized revenues of $3.4 million related to signiﬁcant change orders and/or claims that had been included as contract price adjustments on certain contracts which were in the process of being negotiated in the normal course of business. 67 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies − (continued) The cost-to-cost method of accounting requires the Company to make estimates about the expected revenue and gross proﬁt on each of its contracts in process. During the year ended December 31, 2018, changes in estimates pertaining to certain projects decreased consolidated gross margin by 0.7%, which resulted in decreases in operating income of $10.5 million, net income attributable to MYR Group Inc. of $8.2 million and diluted earnings per common share attributable to MYR Group Inc. of $0.49. The estimates are reviewed and revised quarterly, as needed. During the year ended December 31, 2017, changes in estimates pertaining to certain projects decreased consolidated gross margin by 0.7%, which resulted in decreases in operating income of $10.4 million, net income attributable to MYR Group Inc. of $6.2 million and diluted earnings per common share attributable to MYR Group Inc. of $0.38. During the year ended December 31, 2016, changes in estimates pertaining to certain projects decreased consolidated gross margin by 0.2%, which resulted in decreases in operating income of $2.6 million, net income attributable to MYR Group Inc. of $1.4 million and diluted earnings per common share attributable to MYR Group Inc. of $0.08. Advertising Advertising costs are expensed when incurred. Advertising costs, included in selling, general and administrative expenses, were $0.7 million, $0.7 million and $0.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the ﬁnancial reporting and tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled. The Company also evaluates whether the recorded deferred tax assets and valuation allowances can be realized and, when necessary, reduces the amounts to what is expected to be realized. Interest and penalties related to uncertain income tax positions are included in income tax expense in the accompanying consolidated statements of operations. Interest and penalties actually incurred are charged to interest expense and the ‘‘other income, net’’ line, respectively. Stock-Based Compensation The Company determines compensation expense for stock-based awards based on the estimated fair values at the grant date and recognize the related compensation expense over the vesting period. The Company uses the straight-line amortization method to recognize compensation expense related to stock-based awards, such as restricted stock, restricted stock units and phantom stock units, that have only service conditions. This method recognizes stock compensation expense on a straight-line basis over the requisite service period for the entire award. The Company recognizes compensation expense related to performance awards that vest based on internal performance metrics and service conditions on a straight-line basis over the service period, but adjust inception-to-date expense based upon our determination of the potential achievement of the performance target at each reporting date. The Company recognizes compensation expense related to performance awards with market-based performance metrics on a straight-line basis over the requisite service period. Upon adoption ASU No. 2016-09, Compensation — Stock Compensation (Topic 718) in January of 2017, the Company elected to discontinue estimating future forfeitures and recognize forfeitures as they occur. Prior to the adoption, the Company used historical data to estimate the forfeiture rate applied to stock grants. Shares issued under the Company’s stock-based compensation program are taken out of authorized but unissued shares. Earnings Per Share The Company computes earnings per share using the treasury stock method. Under the treasury stock method, basic earnings per share attributable to MYR Group Inc. are computed by dividing net income attributable to MYR Group Inc. by the weighted average number of common shares outstanding during the 68 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies − (continued) period. Diluted earnings per share attributable to MYR Group Inc. are computed by dividing net income attributable to MYR Group Inc. by the weighted average number of common shares outstanding during the period plus all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2018 and 2017, the Company held its cash in checking accounts or in highly liquid money market funds. The Company’s banking arrangements allow the Company to fund outstanding checks when presented to ﬁnancial institutions for payment. The Company funds all intraday bank balances overdrafts during the same business day. Checks issued and outstanding in excess of bank balance are recorded in accounts payable in the Consolidated Balance Sheets and are reﬂected as a ﬁnancing activity in the Consolidated Statements of Cash Flows. Accounts Receivable and Allowance for Doubtful Accounts The Company does not charge interest to its customers and carries its customer receivables at their face amounts, less an allowance for doubtful accounts. Based on the Company’s experience in recent years, the majority of customer balances at each balance sheet date are collected within twelve months. As is common practice in the industry, the Company classiﬁes all accounts receivable as current assets. The Company grants trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases), to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes speciﬁc accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written-off against the allowance for doubtful accounts. Classiﬁcation of Contract Assets and Liabilities The Company recognizes revenue associated with its contracts with customers over time, for which the Company has an enforceable right to receive compensation. Many of our contracts contain speciﬁc provisions that determine when the Company can bill for its work performed under these contracts. Any revenue earned on a contract that has not yet been billed to the customer is recorded as a contract asset on the Company’s consolidated balance sheets. Contract retainages associated with contract work that has been completed and billed but not paid by its customers until the contracts are substantially complete, pursuant to contract retainage provisions under the contract, are also included in contract assets. The allowance for collection of contract retainage was not signiﬁcant as of December 31, 2018 and 2017. The Company’s consolidated balance sheets present contract liabilities which contain deferred revenue that represent any costs incurred on contracts in process for which revenue has not yet been recognized. Additionally, accruals for contracts in a loss provision are included in contract liabilities. Property and Equipment Property and equipment is carried at cost. Depreciation is computed using the straight-line method over estimated useful lives. Major modiﬁcations or refurbishments which extend the useful life of the assets are capitalized and depreciated over the adjusted remaining useful life of the assets. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is recognized in income from operations. The cost of maintenance and repairs is charged to expense as incurred. Property and equipment is reviewed for impairment and tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value of property and equipment exceeds its fair value, an impairment charge would be recorded in the statement of operations. 69 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies − (continued) Leases The Company leases certain real estate, construction equipment and office equipment. Real estate is generally leased for terms up to ten years in duration. The terms and conditions of leases (such as renewal or purchase options and escalation clauses), if material, are reviewed at inception to determine the classiﬁcation (operating or capital) of the lease. Nonperformance-related default covenants, cross-default provisions, subjective default provisions and material adverse change clauses contained in material lease agreements, if any, are also evaluated to determine whether those clauses affect lease classiﬁcation in accordance with ASC Topic 840-10-25. Insurance The Company carries insurance policies, which are subject to certain deductibles, for workers’ compensation, general liability, automobile liability and other coverages. The deductible for each line of coverage is up to $1.0 million, except for wildﬁre coverage which has a deductible of $2.0 million. Certain health beneﬁt plans are subject to a deductible up to $0.2 million, for qualiﬁed individuals. Losses up to the deductible amounts are accrued based upon the Company’s estimates of the ultimate liability for claims reported and an estimate of claims incurred but not yet reported. The insurance and claims accruals are based on known facts, actuarial estimates and historical trends. While recorded accruals are based on the ultimate liability, which includes amounts in excess of the deductible, a corresponding receivable for amounts in excess of the deductible is included in current assets in the consolidated balance sheets. Goodwill and Intangible Assets Goodwill and intangible assets with indeﬁnite lives are not amortized. Intangible assets with ﬁnite lives are amortized on a straight-line basis over their estimated useful lives. The Company reviews goodwill and intangible assets with indeﬁnite lives for impairment on an annual basis at the beginning of the fourth quarter, or when circumstances change, such as a signiﬁcant adverse change in the business climate or the decision to sell a business, both of which would indicate that impairment may have occurred. Intangible assets with ﬁnite lives are also reviewed for impairment and tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company may perform either a qualitative assessment or a two-step goodwill impairment test. The qualitative assessment considers ﬁnancial, industry, segment and macroeconomic factors. If the qualitative assessment indicates a potential for impairment, the two-step method is used to determine if impairment exists. The two-step method begins with a comparison of the fair value of the reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process involves a comparison of the implied fair value and carrying value of the goodwill of that reporting unit. The company also performs a qualitative assessment on intangible assets with indeﬁnite lives. If the qualitative assessment indicates a potential for impairment, a quantitative impairment test would be performed to compare the fair value of the indeﬁnite- lived intangible asset with its carrying value. If the carrying value of goodwill or other indeﬁnite-lived assets exceeds its implied fair value, an impairment charge would be recorded in the statement of operations. As a result of the annual qualitative review process in 2017 and 2016, the Company determined it was not necessary to perform a two-step analysis. In 2018, the Company performed a two-step analysis on goodwill and intangible assets with indeﬁnite lives. The ﬁrst step involves a comparison of the fair value of the reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process involves a comparison of the implied fair value and carrying value of the goodwill of that reporting unit. If the carrying value of goodwill exceeds its implied fair value, an impairment charge is recorded in the statement of operations. The step-one analysis did not indicate that the Company’s goodwill or indeﬁnite-lived intangible assets were impaired. As a result, no step-two analysis was performed. 70 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies − (continued) Concentrations Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains substantially all of its cash and cash equivalent balances with large ﬁnancial institutions which are believed to be high quality institutions. The Company is subject to a concentration of risk because it derives a signiﬁcant portion of its revenues from a few customers. The Company’s top ten customers accounted for approximately 32.9%, 40.4%, and 46.4% of consolidated revenues for the years ended December 31, 2018, 2017 and 2016, respectively. For the year ended December 31, 2017, one T&D customer accounted for 10.7% of our revenues. For the years ended December 31, 2018 and 2016, no single customer accounted for more than 10.0% of annual revenues. The Company grants trade credit under contractual payment terms, generally without collateral, to its customers, which include high credit quality electric utilities, governmental entities, general contractors and builders, owners and managers of commercial and industrial properties. Consequently, the Company is subject to potential credit risk related to changes in business and economic factors. However, the Company generally has certain statutory lien rights with respect to services provided. Under certain circumstances such as foreclosures or negotiated settlements, the Company may take title to the underlying assets in lieu of cash in settlement of receivables. As of December 31, 2018 and 2017, none of our customers individually exceeded 10.0% of accounts receivable. The Company believes the terms and conditions in its contracts, billing and collection policies are adequate to minimize the potential credit risk. As of December 31, 2018, approximately 88% of the Company’s craft labor employees were covered by collective bargaining agreements. Although the majority of these agreements prohibit strikes and work stoppages, the Company cannot be certain that strikes or work stoppages will not occur in the future. Recent Accounting Pronouncements Changes to GAAP are typically established by the Financial Accounting Standards Board (‘‘FASB’’) in the form of accounting standards updates (‘‘ASUs’’) to the FASB’s Accounting Standards Codiﬁcation (‘‘ASC’’). The Company considers the applicability and impact of all ASUs. The Company, based on its assessment, determined that any recently issued or proposed ASUs not listed below are either not applicable to the Company or may have minimal impact on its Financial Statements. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments under this pronouncement changed how an entity recognizes revenue from contracts it enters to transfer goods, services or nonﬁnancial assets to its customers. These changes created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersede virtually all existing revenue recognition requirements and guidance. This framework is expected to result in less complex guidance in application while providing a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reﬂects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the amendments require expanded disclosure to enable the users of the ﬁnancial statements to understand the nature, timing and uncertainty of revenue and cash ﬂow arising from contracts with customers. On January 1, 2018, the Company adopted this ASU on a modiﬁed retrospective basis. Results for reporting periods beginning after January 1, 2018 are presented under Revenue from Contracts with Customers (Topic 606), while prior period amounts reported on the Company’s consolidated statement of operations were not adjusted and continue to be reported in accordance with the Company’s historical accounting under Revenue 71 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies − (continued) Recognition Topic 605. See Note 3 — Revenue Recognition to the Financial Statements for further information related to the Company’s accounting policy and transition disclosures associated with the adoption of this pronouncement. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Deﬁnition of a Business, which clariﬁed the deﬁnition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company adopted this ASU on a prospective basis in January 2018 and there was no effect on the Company’s ﬁnancial position, results of operations or cash ﬂows. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which modiﬁed existing guidance and intended to reduce the diversity in practice with respect to the accounting for income tax consequences of intra-entity transfers of assets. This update requires entities to immediately recognize the tax consequences on intercompany asset transfers (excluding inventory) at the transaction date, and eliminated the recognition exception within previous guidance. The Company adopted this ASU using a modiﬁed retrospective approach in January 2018 and there was no effect on the Company’s ﬁnancial position, results of operations or cash ﬂows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classiﬁcation of Certain Cash Receipts and Cash Payments, which intended to reduce diversity in practice in how eight speciﬁc transactions are classiﬁed in the statement of cash ﬂows. The Company adopted this ASU on a retrospective basis in January 2018 and there was no effect on the Company’s ﬁnancial position, results of operations or cash ﬂows. Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simpliﬁes the subsequent measurement of goodwill, through elimination of Step 2 from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The update is effective for any annual or interim goodwill impairment tests in ﬁscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The guidance requires application on a prospective basis. The Company does not expect that this pronouncement will have a signiﬁcant impact on its ﬁnancial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments under this pronouncement will change the way all leases with durations in excess of one year are treated. Under this guidance, lessees will be required to recognize virtually all leases on the balance sheet as a right-of-use asset and an associated ﬁnancing lease liability or capital lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, a speciﬁed asset for the speciﬁed lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on a discounted basis. Based on certain characteristics, leases are classiﬁed as ﬁnancing leases or operating leases. Financing lease liabilities, which contain provisions similar to capitalized leases, are amortized like capital leases under current accounting, as amortization expense and interest expense in the statement of operations. Operating lease liabilities are amortized on a straight-line basis over the life of the lease as lease expense in the statement of operations. This update is effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2018. The Company intends to adopt this new guidance using the cumulative effect method, which would apply to all new lease contracts initiated on or after January 1, 2019. For existing lease contracts that have remaining obligations as of January 1, 2019, the difference between the recognition criteria in the new guidance and the Company’s current practices would be recognized using a cumulative effect adjustment to the opening balance of retained earnings. 72 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 1. Organization, Business and Signiﬁcant Accounting Policies − (continued) The Company continues to evaluate the impact that this pronouncement, and all amendments relating to this pronouncement, will have on its policies and procedures pertaining to its existing and future lease arrangements, disclosure requirements and on the Company’s ﬁnancial statements. The Company has appointed a committee to transition its policies and procedures based on the requirements of this pronouncement and has purchased lease software to support the additional requirements relating to this pronouncement. When this pronouncement is adopted in 2019, the Company expects that most existing operating lease commitments that extend beyond twelve months at the time of adoption will be recognized as lease liabilities and right-of-use (‘‘ROU’’) assets upon adoption. Based on preliminary evaluations, the Company estimates that the value of lease liabilities will be between $17 million and $19 million upon adoption with corresponding ROU assets of the same amount based on the present value of the remaining minimum lease payments under current leasing standards. Additionally, we expect to elect the ’package of practical expedients,’ which permits the Company to not reassess under the new standard our prior conclusions about lease identiﬁcation, lease classiﬁcation and initial direct costs. The Company currently does not expect to elect the use of the hindsight practical expedient or the practical expedient pertaining to land easements. The Company, however, expects to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for our real estate and vehicle leases. While the Company is still evaluating the requirements of this update, it currently does not expect the adoption to have a material impact on the recognition, measurement or presentation of lease expenses within the Consolidated Statements of Operations and Comprehensive Income or Consolidated Statements of Cash Flows. See Note 12 — Lease Obligations to the Financial Statements for further information related to the Company’s future minimum lease payments and the timing of those payments. 2. Acquisitions Huen Electric, Inc. On July 2, 2018, the Company completed the acquisition of substantially all of the assets of Huen Electric, Inc., an electrical contracting ﬁrm based in Illinois, Huen Electric New Jersey Inc., an electrical contracting ﬁrm based in New Jersey, and Huen New York, Inc., an electrical contracting ﬁrm based in New York (collectively, the ‘‘Huen Companies’’). The Huen Companies provide a wide range of commercial and industrial electrical construction capabilities under the Company’s C&I segment in Illinois, New Jersey and New York. The total consideration paid was approximately $47.1 million, subject to working capital and net asset adjustments, which was funded through borrowings on the line of credit. Total consideration paid may include a portion subject to potential net asset adjustments which are expected to be ﬁnalized in early 2019. The Company’s preliminary estimate of these net asset adjustments was approximately $10.7 million as of the July 2, 2018 closing date and approximately $11.2 million as of December 31, 2018, which will increase the total consideration to be paid, and is recorded in other current liabilities on the consolidated balance sheets. The purchase agreement also includes contingent consideration provisions for margin guarantee adjustments based upon performance subsequent to the acquisition on certain contracts. The contracts are valued at fair value at the acquisition date, causing no margin guarantee estimate or adjustments for fair value. Changes in contract estimates, such as modiﬁed costs to complete or change order recognition, have resulted and will continue to result in changes to these margin guarantee estimates. Changes in contingent consideration, subsequent to the acquisition, related to the margin guarantee adjustments on certain contracts of approximately $3.9 million were recorded in other expense for the year ended December 31, 2018. Future margin guarantee adjustments, if any, are expected to be recognized through 2019. The Company could also be required to make compensation payments contingent on the successful achievement of certain performance targets and continued employment of certain key executives of the Huen Companies. These payments are 73 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 2. Acquisitions − (continued) recognized as compensation expense in the consolidated statements of operations as incurred. For the year ended December 31, 2018 the Company recognized $0.6 million of compensation expense associated with these contingent payments. The results of operations for Huen Companies are included in the Company’s consolidated statement of operations and the C&I segment from the date of acquisition. Costs of approximately $0.3 million related to the acquisition were included in selling, general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2018. The following table summarizes the preliminary allocation of the opening balance sheet from the date of acquisition through December 31, 2018: (in thousands) Consideration paid . . . . . . . . . . . . . . . . . . . . . . . . . . Preliminary estimated net asset adjustments . . . . . . . . . Total consideration, net of net asset adjustments . . . . Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . Contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current and long term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . Net identiﬁable assets and liabilites . . . . . . . . . . . . . Unallocated intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of aquired noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill Total aquired assets and liabilites (as of acquisition date) July 2, 2018 $47,082 10,749 $57,831 $33,903 10,570 88 3,188 — (9,592) (6,394) (6,570) 25,193 9,800 34,993 (1,273) $24,111 $ $ Measurement Period Adjustments — $ 461 461 206 1,010 1 — 24,300 (1,274) 525 — 24,768 (9,800) 14,968 (7) $(14,500) Adjusted acquisition amounts as of December 31, 2018 $ 47,082 11,210 $ 58,292 $ 34,109 11,580 89 3,188 24,300 (10,866) (5,869) (6,570) 49,961 — 49,961 (1,280) $ 9,611 The Company has developed preliminary estimates of fair value of the assets acquired and liabilities assumed for the purposes of allocating the purchase price. In conjunction with the acquisition of the Huen Companies, the Company acquired a majority-ownership of an ongoing joint venture. The assets acquired within the joint venture are recorded at their fair value at the time of the acquisition, relate to a speciﬁc contract, and no assets or liabilities outside of the operations of the contract existed at the acquisition date. The goodwill to be recognized, which represents the excess of the purchase price over the net amount of the fair values assigned to assets acquired and liabilities assumed, is primarily attributable to the value of an assembled workforce and other non-identiﬁable assets. No synergies were anticipated in the acquisition as the three companies will function as individual districts within the Company’s operating structure. There may be further adjustments to the total consideration as the net asset adjustments are ﬁnalized. Additionally, the Company will perform an analysis of the purchase price allocation and make appropriate adjustments based on the analysis. All of the goodwill and identiﬁable intangible assets are expected to be tax deductible per applicable Internal Revenue Service regulations. The following unaudited supplemental pro forma results of operations have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the 74 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 2. Acquisitions − (continued) future. Future results may vary signiﬁcantly from the results reﬂected in the following pro forma ﬁnancial information because of future events and transactions, as well as other factors: (In thousands, except per share data) Contract revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to MYR Group, Inc. Income per common share: Year ended December 31, 2018 (unaudited) $ 1,612,618 35,872 $ 34,947 $ 2017 (unaudited) $ 1,523,328 26,531 $ 25,561 $ − Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . − Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 2.13 2.11 $ $ 1.57 1.55 Weighted average number of common shares and potential common shares outstanding: − Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . − Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,441 16,585 16,273 16,496 The pro forma combined results of operations for years ended December 31, 2018 and 2017 were prepared by adjusting the historical results of the Company to include the historical results of the Huen Companies as if the acquisition occurred on January 1, 2017. These pro forma results were adjusted for the following: • • • • • • • To include additional depreciation associated with the estimated step-up in fair value of the property and equipment acquired. To record the net reduction in lease expense associated with the revised real estate lease contracts that were completed at the time of the acquisition. To record transaction costs associated with the acquisition. To record the estimated amortization related to the acquired intangible assets discussed above. To record the additional interest expense related to the incremental borrowings of $47.1 million on the Company’s credit facility as if the borrowing occurred on January 1, 2017. To reﬂect the income tax effect of pro forma adjustments at the statutory tax rate. To record estimated compensation payments contingent on the successful achievement of certain performance targets. Revenues of approximately $69.0 million and income before income taxes of approximately $0.5 million, were included in the Company’s consolidated results of operations for the year ended December 31, 2018 related to the acquisition of the Huen Companies. Western Paciﬁc Enterprises Ltd. On October 28, 2016, the Company completed the acquisition of substantially all of the assets of Western Paciﬁc Enterprises GP and Western Paciﬁc Enterprises Ltd., except for certain real estate owned by Western Paciﬁc Enterprises Ltd., with the company continuing operations under the name Western Paciﬁc Enterprises Ltd. (‘‘WPE’’), an electrical contracting ﬁrm in western Canada. With its main headquarters in Coquitlam, British Columbia, WPE provides a wide range of commercial and industrial electrical construction capabilities under the Company’s C&I segment. WPE also provides substation construction capabilities under the Company’s T&D segment. The total consideration paid was approximately $12.1 million, which was funded 75 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 2. Acquisitions − (continued) through borrowings from our line of credit. Total consideration paid included $2.2 million subject to potential net asset adjustments. These net asset adjustments were approximately $0.8 million as of the October 28, 2016 closing date and as of December 31, 2017. The Company accounted for the net asset adjustments as a reduction to consideration paid which was funded through the return of funds held in a $1.9 million escrow account, established at the time of purchase. The purchase agreement also included provisions for margin guarantee adjustments based upon performance subsequent to the acquisition on certain contracts. In early 2018, the Company ﬁnalized an agreement to settle all amounts outstanding under the margin guarantee adjustment provision as well as previous contingent compensation agreements that were being recognized as compensation expense in the consolidated statement of operations as incurred. As a result, the Company recorded other expense of $2.3 million for the year ended December 31, 2017 and reversed the compensation expense that was previously recorded. The Company had previously recognized other income of $1.4 million relating to the margin guarantee adjustments provision for the year ended December 31, 2016. 3. Revenue Recognition Change in Accounting Policy On January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the modiﬁed retrospective method for contracts that were not completed as of January 1, 2018. Results on the Company’s consolidated statement of operations for reporting periods beginning after December 31, 2017 are presented under this new pronouncement, while prior period amounts reported on the Company’s consolidated statement of operations are not adjusted and continue to be reported under the accounting standard Revenue Recognition Topic 605, which was in effect for prior periods. In connection with the adoption of this ASU, certain changes have been made to the Company’s consolidated balance sheet. The accounts previously named ‘‘Costs and estimated earnings in excess of billings on uncompleted contracts’’ and ‘‘Billings in excess of costs and estimated earnings on uncompleted contracts’’ have been renamed ‘‘Contract assets’’ and ‘‘Contract liabilities’’, respectively. In addition, contract retainages previously classiﬁed in accounts receivable, net of allowances were reclassiﬁed into contract assets and accruals for contracts in a loss position previously classiﬁed in other current liabilities were reclassiﬁed into contract liabilities. The Company recorded an increase to opening retained earnings of $0.7 million, net of tax, as of January 1, 2018 due to the cumulative impact of adopting Topic 606, representing revenues which would have been recognized in prior periods under Topic 606. The impact of adopting Topic 606 for 2018 was an increase of $0.2 million to revenue. The cumulative adjustment and the impact experienced during 2018 were due to accelerated recognition of contract provisions related to variable consideration previously not permitted to be recognized under Topic 605 until no remaining contingency existed related to this consideration. For additional information related to impact of this pronouncement, see Note 1 — Organization, Business and Summary of Signiﬁcant Accounting Policies to our Financial Statements. Disaggregation of Revenue A majority of the Company’s revenues are earned through contracts with customers that normally provide for payment upon completion of speciﬁed work or units of work as identiﬁed in the contract. Although there is considerable variation in the terms of these contracts, they are primarily structured as ﬁxed-price contracts, under which the Company agrees to do the entire project for a ﬁxed amount, or unit-price contracts, under which the Company agrees to do the work at a ﬁxed price per unit of work as speciﬁed in the contract. The Company also enters into time-and-equipment and time-and-materials contracts under which the Company is paid for labor and equipment at negotiated hourly billing rates and for other expenses, including materials, as incurred at rates agreed to in the contract. Finally, the Company sometimes enters into cost-plus contracts, where the Company is paid for costs plus a negotiated margin. On occasion, time-and-equipment, time-and- materials and cost-plus contracts require the Company to include a guaranteed not-to-exceed maximum price. 76 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 3. Revenue Recognition − (continued) Historically, ﬁxed-price and unit-price contracts have had the highest potential margins; however, they have had a greater risk in terms of proﬁtability because cost overruns may not be recoverable. Time-and-equipment, time-and-materials and cost-plus contracts have historically had less margin upside, but generally have had a lower risk of cost overruns. The Company also provides services under master service agreements (‘‘MSAs’’) and other variable-term service agreements. MSAs normally cover maintenance, upgrade and extension services, as well as new construction. Work performed under MSAs is typically billed on a unit-price, time-and-materials or time-and-equipment basis. MSAs are typically one to three years in duration; however, most of the Company’s contracts, including MSAs, may be terminated by the customer on short notice, typically 30 to 90 days, even if the Company is not in default under the contract. Under MSAs, customers generally agree to use the Company for certain services in a speciﬁed geographic region. Most MSAs include no obligation for the contract counterparty to assign speciﬁc volumes of work to the Company and do not require the counterparty to use the Company exclusively, although in some cases the MSA contract gives the Company a right of ﬁrst refusal for certain work. Additional information related to the Company’s market types is provided in Note 16 — Segment Information to the Financial Statements. The components of the Company’s revenue by contract type for the year ended December 31, 2018 were as follows: (dollars in thousands) Fixed price . . . . . . . . . . . . Unit price . . . . . . . . . . . . . T&E . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . T&D 2018 C&I Total Amount $361,699 181,179 305,581 44,649 $893,108 Percent Amount 40.5% $452,732 51,590 20.3 34,938 34.2 98,801 5.0 100.0% $638,061 Percent Amount Percent 71.0% $ 814,431 232,769 8.1 340,519 5.4 15.5 143,450 100.0% $1,531,169 53.2% 15.2 22.2 9.4 100.0% The components of the Company’s revenue by market type for the year ended December 31, 2018 were as follows: (dollars in thousands) Transmission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Electrical construction . . . . . . . . . . . . . . . . . . . . . . . Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amount $ 559,467 333,641 638,061 $1,531,169 2018 Percent 36.5% 21.8 41.7 100.0% Segment T&D T&D C&I Contract Assets and Liabilities Contracts with customers usually stipulate the timing of payment, which is deﬁned by the terms found within the various contracts under which work was performed during the period. Therefore, contract assets and liabilities are created when the timing of costs incurred on work performed does not coincide with the billing terms, which frequently include retention provisions contained in each contract. The Company’s consolidated balance sheets present contract assets which contains unbilled revenue (previously identiﬁed as costs and estimated earnings in excess of billings) and contract retainages associated with contract work that has been completed and billed but not paid by customers, pursuant to retainage provisions, which are generally due once the job is completed and approved. The allowance for collection of contract retainage was not signiﬁcant as of December 31, 2018 and 2017. 77 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 3. Revenue Recognition − (continued) Contract assets consisted of the following at December 31: (in thousands) Unbilled revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract retainages, net . . . . . . . . . . . . . . . . . . . . . . . . . Contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $111,153 49,128 $160,281 2017 $ 78,260 42,732 $120,992 Change $32,893 6,396 $39,289 The Company’s consolidated balance sheets present contract liabilities which contains deferred revenue (previously identiﬁed as billings in excess of costs and estimated earnings on uncompleted contracts) and an accrual for contracts in a loss provision. Contract liabilities consisted of the following at December 31: (in thousands) Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued loss provision . . . . . . . . . . . . . . . . . . . . . . . . . Contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $57,051 1,483 $58,534 2017 $28,919 1,305 $30,224 Change $28,132 178 $28,310 The following table provides information about contract assets and contract liabilities from contracts with customers: (in thousands) Contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net contract assets (liabilities) 2018 $160,281 (58,534) $101,747 2017 $120,992 (30,224) $ 90,768 Change $ 39,289 (28,310) $ 10,979 The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing of the Company’s performance and customer payment. The amount of revenue recognized in the period that was included in the opening contract liability balances was $22.1 million for 2018. This revenue consists primarily of work performed on previous billings to customers. The net asset position for contracts in process consisted of the following at December 31: (in thousands) Costs and estimated earnings on uncompleted contracts . . . . . . . . . Less: Billings to date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $2,718,713 2,664,611 54,102 $ 2017 $1,978,981 1,929,640 49,341 $ The net asset position for contracts in process is included within the contract asset and contract liability in the accompanying consolidated balance sheets as follows at December 31: (in thousands) Unbilled revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $111,153 (57,051) $ 54,102 2017 $ 78,260 (28,919) $ 49,341 Remaining Performance Obligations On December 31, 2018, the Company had $1.06 billion of remaining performance obligations. The Company’s remaining performance obligations includes projects that have a written award, a letter of intent, a notice to proceed or an agreed upon work order to perform work on mutually accepted terms and conditions. The following table summarizes that amount of remaining performance obligations that the Company expects 78 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 3. Revenue Recognition − (continued) to be realized as of December 31, 2018 and the amount of the remaining performance obligations that the Company reasonably estimates will not be recognized within the next twelve months. (In thousands) T&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C&I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $ 418,178 644,547 $1,062,725 Amount estimated to not be recognized within 12 months $ 19,698 167,652 $187,350 Remaining Performance Obligations as of December 31, 2018 The Company expects a vast majority of the remaining performance obligations to be recognized within twenty-four months, although the timing of the Company’s performance is not always under its control. Additionally, the difference between the remaining performance obligations and backlog is due to the exclusion of a portion of the Company’s MSAs under certain contract types from the Company’s remaining performance obligations as these contracts can be canceled for convenience at any time by the Company or the customer without considerable cost incurred by the customer. Additional information related to backlog is provided in ‘‘Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 4. Fair Value Measurements The Company uses the three-tier hierarchy of fair value measurement, which prioritizes the inputs used in measuring fair value based upon their degree of availability in external active markets. These tiers include: Level 1 (the highest priority), deﬁned as observable inputs, such as quoted prices in active markets; Level 2, deﬁned as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 (the lowest priority), deﬁned as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. As of December 31, 2018 and 2017, the Company determined that the carrying value of cash and cash equivalents approximated fair value based on Level 1 inputs. As of December 31, 2018 and 2017, the fair value of the Company’s long-term debt and capital lease obligations, were based on Level 2 inputs. The Company’s long-term debt was based on variable and ﬁxed interest rates at December 31, 2018 and variable interest rates at December 31, 2017. Long-term debt with variable interest rates was based on rates for new issues with similar remaining maturities and approximated carrying value. In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying values of the Company’s capital lease obligations and long term debt with ﬁxed interest rates also approximated fair value. 5. Accounts Receivable Accounts receivable consisted of the following at December 31: (in thousands) Contract receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Less: Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . 2018 $282,283 7,475 289,758 (1,331) $288,427 2017 $231,808 9,073 240,881 (605) $240,276 79 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 5. Accounts Receivable − (continued) The roll-forward of activity in the allowance for doubtful accounts was as follows for the years ended December 31: (in thousands) Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . Less: Reduction in (provision for) allowances . . . . . . . . . Less: Write offs, net of recoveries . . . . . . . . . . . . . . . . . Change in foreign currency translation . . . . . . . . . . . . . . Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $ 605 (860) 123 11 $1,331 2017 $ 432 (263) 92 (2) $ 605 2016 $ 376 (146) 90 — $ 432 6. Property and Equipment Property and equipment consisted of the following at December 31: (dollars in thousands) Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings and improvements . . . . . . . . . . . . . . . . . . Construction equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Office equipment Less: Accumulated depreciation and amortization . . . . Estimated Useful Life in Years — 3 to 39 3 to 12 3 to 10 2018 2017 $ 8,475 23,228 371,941 11,743 415,387 (253,495) $ 161,892 $ 7,733 22,718 340,060 8,964 379,475 (231,391) $ 148,084 Construction equipment includes assets under capital leases — see additional information provided in Note 12 — Lease Obligations to the Financial Statements. Depreciation and amortization expense of property and equipment for the years ended December 31, 2018, 2017 and 2016 was $38.1 million, $38.1 million and $38.2 million, respectively. 7. Goodwill and Intangible Assets Goodwill and intangible assets consisted of the following at December 31: (in thousands) Goodwill 2018 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization T&D . . . . . . . . . . . . . . . . . . C&I . . . . . . . . . . . . . . . . . . . Total goodwill . . . . . . . . . . . . $40,224 16,364 $56,588 Amortizable Intangible Assets Backlog . . . . . . . . . . . . . . . . Customer relationships . . . . . . Trade names . . . . . . . . . . . . . $ 2,789 17,280 695 $ — — $ — $1,889 4,970 172 $40,224 16,364 $56,588 $40,224 6,770 $46,994 $ 900 12,310 523 $ 989 5,277 695 $ — — $ — $ 989 4,069 125 Net Carrying Amount $40,224 6,770 $46,994 $ — 1,208 570 Indeﬁnite-lived Intangible Assets Trade names . . . . . . . . . . . . . . . . . . . Total Intangible assets 19,533 $40,297 — $7,031 19,533 $33,266 9,074 $16,035 — $5,183 9,074 $10,852 80 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 7. Goodwill and Intangible Assets − (continued) The increase in goodwill as of December 31, 2018 compared to December 31, 2017 was due to the allocation of $9.6 million of goodwill related to the acquisition of the Huen Companies identiﬁed during the ongoing analysis of the purchase accounting. The increase in intangible assets also related to the acquisition of the Huen Companies and are being amortized on a straight-line basis over periods ranging up to 12 years. Additional ﬁnancial information related to this acquisition is provided in Note 2 — Acquisitions to the Financial Statements. Immaterial foreign currency translation adjustments related to goodwill and intangible assets are netted with the amounts indicated above. Customer relationships and backlog are being amortized on a straight-line method over an estimated useful life ranging up to 12 years and the remaining life of the contract, respectively, and have been determined to have no residual value. Amortizable trade names are being amortized on a straight-line basis over an estimated useful life of approximately 15 years. Certain trade names have indeﬁnite lives and, therefore, are not being amortized. Intangible asset amortization expense was $1.8 million, $0.5 million and $0.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, estimated future intangible asset amortization expense for the each of the next ﬁve years and thereafter was as follows: (In thousands) 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future Amortization Expense $ 2,037 1,137 1,137 1,137 1,137 7,148 $13,733 8. Accrued Liabilities Other current liabilities consisted of the following at December 31: (in thousands) Payroll and incentive compensation . . . . . . . . . . . . . . . . . . . . . . . . . . Net asset adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Union dues and beneﬁts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proﬁt sharing and thrift plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxes, other than income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other 2018 $21,641 11,210 11,465 1,215 7,999 7,828 $61,358 2017 $ 9,146 — 12,494 443 6,807 4,843 $33,733 See additional information on net asset adjustments provided in Note 2 — Acquisitions to the Financial Statements. 81 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 9. Debt The table below reﬂects the Company’s total debt, including borrowings under its credit agreement and master loan agreement for equipment notes: (dollar amounts in thousands) Credit Agreement Revolving loans . . . . . . Equipment Notes Inception Date Stated Interest Rate (per annum) Payment Frequency Term (years) 6/30/2016 Variable Variable 9/28/2018 Equipment Note 1 . . . . . Equipment Note 2 . . . . . 9/28/2018 Equipment Note 3 . . . . . 12/31/2018 Equipment Note 4 . . . . . 12/31/2018 Equipment Note 5 . . . . . 12/31/2018 4.16% Semi-annual 4.23% Semi-annual 3.97% Semi-annual 4.02% Semi-annual 4.01% Semi-annual Total Debt Less: Current Portion of . . . . . . . . . . . . long-term debt . . . . . . . Long-term debt . . . . . . . . . Credit Agreement 5 5 7 5 7 7 Outstanding Balance as of December 31, 2018 Outstanding Balance as of December 31, 2017 $58,306 $78,960 12,655 12,279 2,291 2,313 1,948 31,486 89,792 — — — — — — 78,960 (3,681) $86,111 — $78,960 On June 30, 2016, the Company entered into a ﬁve-year amended and restated credit agreement, as amended from time to time (the ‘‘Credit Agreement’’), with a syndicate of banks led by JPMorgan Chase Bank, N.A. and Bank of America, N.A, that provided for a $250 million facility (the ‘‘Facility’’), which could be used for revolving loans and letters of credit. On September 28, 2018, the Company amended the Credit Agreement. This amendment, among other things, reduces the amount of the Facility available to be used for letters of credit to a maximum of $150 million. The Facility also allows for revolving loans and letters of credit in Canadian dollars and other currencies, up to the U.S. dollar equivalent of $50 million. The Company has an expansion option to increase the commitments under the Facility or enter into incremental term loans, subject to certain conditions, by up to an additional $100 million upon receipt of additional commitments from new or existing lenders. Subject to certain exceptions, the Facility is secured by substantially all of the assets of the Company and its domestic subsidiaries and by a pledge of substantially all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of the direct foreign subsidiaries of the Company. Additionally, subject to certain exceptions, the Company’s domestic subsidiaries also guarantee the repayment of all amounts due under the Credit Agreement. If an event of default occurs and is continuing, on the terms and subject to the conditions set forth in the Credit Agreement, amounts outstanding under the Facility may be accelerated and may become or be declared immediately due and payable. Borrowings under the Credit Agreement are used for working capital, capital expenditures, acquisitions, stock repurchases and other general corporate purposes. Amounts borrowed under the Credit Agreement bear interest, at the Company’s option, at a rate equal to either (1) the Alternate Base Rate (as deﬁned in the Credit Agreement), plus an applicable margin ranging from 0.00% to 1.00%; or (2) Adjusted LIBO Rate (as deﬁned in the Credit Agreement) plus an applicable margin ranging from 1.00% to 2.00%. The applicable margin is determined based on the Company’s consolidated leverage ratio (the ‘‘Leverage Ratio’’) which is deﬁned in the Credit Agreement as Consolidated Total Indebtedness divided by Consolidated EBITDA (as deﬁned in the Credit Agreement). Letters of credit issued under the Facility are subject to a letter of credit fee of 1.125% to 2.125% for non-performance letters of credit or 0.625% to 1.125% for performance letters of credit, based on the Company’s consolidated Leverage Ratio. The Company is subject to a commitment fee of 0.20% to 0.375%, based on the Company’s 82 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 9. Debt − (continued) consolidated Leverage Ratio, on any unused portion of the Facility. The Credit Agreement restricts certain types of payments when the Company’s consolidated Leverage Ratio exceeds 2.25. The weighted average interest rate on borrowings outstanding on the Facility for the year ended December 31, 2018 was 3.08% per annum. Under the Credit Agreement, the Company is subject to certain ﬁnancial covenants and must maintain a maximum consolidated Leverage Ratio of 3.0 and a minimum interest coverage ratio of 3.0, which is deﬁned in the Credit Agreement as Consolidated EBITDA (as deﬁned in the Credit Agreement) divided by interest expense (as deﬁned in the Credit Agreement). The Credit Agreement also contains a number of covenants, including limitations on asset sales, investments, indebtedness and liens. In connection with any permitted acquisition where the total consideration exceeds $50 million, the Company may request that the maximum permitted consolidated Leverage Ratio increase from 3.0 to 3.5. Any such increase shall begin in the quarter in which such permitted acquisition is consummated and shall continue in effect for four consecutive ﬁscal quarters. The Company was in compliance with all of its ﬁnancial covenants under the Credit Agreement as of December 31, 2018. As of December 31, 2018, the Company had letters of credit outstanding under the Facility of approximately $21.2 million, including $17.6 million related to the Company’s payment obligation under its insurance programs and approximately $3.6 million related to contract performance obligations. As of December 31, 2017, the Company had letters of credit outstanding under the Facility of approximately $20.9 million, including $17.6 million related to the Company’s payment obligation under its insurance programs and approximately $3.3 million related to contract performance obligations. The Company has remaining deferred debt issuance costs totaling $0.6 million as of December 31, 2018, related to the line of credit. As permitted under ASU No. 2015-15, debt issuance costs have been deferred and are presented as an asset within other assets, which is amortized as interest expense over the term of the line of credit. Equipment Notes On September 28, 2018, the Company entered into a Master Equipment Loan and Security Agreement (the ‘‘Master Loan Agreement’’) with Banc of America Leasing & Capital, LLC (‘‘BofA’’). The Master Loan Agreement may be used for the ﬁnancing of equipment between the Company and BofA pursuant to one or more ‘‘Equipment Notes’’. Each Equipment Note executed under the Master Loan Agreement constitutes a separate, distinct and independent ﬁnancing of equipment and a contractual obligation of the Company, which may contain prepayment clauses. As of December 31, 2018, we have ﬁve Equipment Notes outstanding under the Master Loan Agreement that are collateralized by equipment and vehicles owned by the Company. The following table sets forth our remaining principal payments for the Company’s outstanding Equipment Notes as of December 31, 2018: (In thousands) 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total future principal payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Current portion of equipment notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term principal obligations Future Equipment Notes Principal Payments $ 3,681 3,835 3,996 4,163 7,327 8,484 $31,486 (3,681) $27,805 83 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 10. Income Taxes Income before income taxes by geographic area was, for the years ended December 31: (in thousands) Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $48,393 (5,325) $43,068 2017 $33,830 (9,190) $24,640 2016 $39,419 (1,074) $38,345 The income tax provision consisted of the following for the years ended December 31: (in thousands) Current Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 2016 $ 5,155 3,310 8,465 4,936 (822) (805) 3,309 $11,774 $ 7,020 1,557 8,577 (1,453) (875) (2,763) (5,091) $ 3,486 $ 9,838 2,871 12,709 2,491 481 1,233 4,205 $16,914 The differences between the U.S. federal statutory tax rate and the Company’s effective tax rate for operations were as follows for the years ended December 31: U.S federal statutory rate . . . . . . . . . . . . . . . . . . . . . . . . Deferred balance adjustments due to Tax Act, net . . . . . . . . State income taxes, net of U.S. federal income tax expense. . Change in valuation allowance . . . . . . . . . . . . . . . . . . . . Domestic production/manufacturing deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax differential on foreign earnings Deferred state tax adjustments, net . . . . . . . . . . . . . . . . . . Non-deductible meals and entertainment . . . . . . . . . . . . . . Stock compensation excess tax beneﬁts . . . . . . . . . . . . . . . Uncertain tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision to return adjustments, net Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income, net Effective rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 21.0% — 5.2 1.2 — (0.5) — 0.8 (0.1) 0.1 (0.2) (0.5) 0.3 27.3% 2017 35.0% (31.6) 5.3 6.4 (1.6) 3.2 (2.4) 1.7 (3.1) 2.0 (0.3) — (0.5) 14.1% 2016 35.0% — 5.2 1.6 (1.9) 0.6 1.6 1.0 — — 0.8 — 0.2 44.1% 84 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 10. Income Taxes − (continued) The net deferred tax assets and (liabilities) arising from temporary differences was as follows at December 31: (in thousands) Deferred income tax assets: Self insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract loss reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. deferred income tax assets, net . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . Total deferred income tax assets before valuation allowances Less: valuation allowances Deferred income tax liabilities: Property and equipment − tax over book depreciation . . . . . . . . . . . Intangible assets − tax over book amortization . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . Net deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 $ 4,299 350 1,143 3,271 2,672 1,526 1,958 15,219 (2,672) 12,547 (26,030) (1,890) (2,025) (29,945) $(17,398) $ 4,555 317 1,571 590 2,173 773 1,359 11,338 (2,173) 9,165 (18,792) (2,186) (1,639) (22,617) $(13,452) The Company determined that it is more-likely-than-not that it will not realize the deferred tax assets on certain Canadian subsidiaries and recorded a valuation allowance against the entire related deferred tax assets. As of December 31, 2018, the Company had no undistributed earnings of our Canadian subsidiaries. We expect future earnings to be reinvested. Accordingly, as of December 31, 2018 no provision for U.S. income taxes or foreign withholding taxes has been made. The Company is subject to taxation in various jurisdictions. The Company is currently under examination by U. S. federal authorities for its 2016 tax returns and its 2017 tax return is subject to examination by U. S. federal authorities. The Company’s tax returns are subject to examination by various state authorities for the years 2014 through 2017. The Company has recorded a liability for unrecognized tax beneﬁts related to tax positions taken on its various income tax returns. If recognized, the entire amount of unrecognized tax beneﬁts would favorably impact the effective tax rate that is reported in future periods. The decrease in the unrecognized tax beneﬁts as of December 31, 2018 was primarily due to the reclassiﬁcation of reserves for state tax expenses from unrecognized tax beneﬁts to deferred tax liability during the year ended December 31, 2018. These state tax expenses were deducted on the federal tax returns for the 2011 through 2017. The total unrecognized tax beneﬁts is expected to be reduced by less than $0.1 million within the next 12 months. Interest and penalties related to uncertain income tax positions are included as a component of income tax expense in the Financial Statements. 85 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 10. Income Taxes − (continued) The following is a reconciliation of the beginning and ending liability for unrecognized tax beneﬁts at December 31: (in thousands) Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross increases in current period tax positions . . . . . . . . . . . . . . . . . . . . Gross increases in prior period tax positions . . . . . . . . . . . . . . . . . . . . . Reductions in tax positions due to lapse of statutory limitations . . . . . . . . Reclass from unrecognized tax beneﬁts to deferred tax liability . . . . . . . . Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest and penalties at end of period . . . . . . . . . . . . . . . . . . . Total liability for unrecognized tax beneﬁts . . . . . . . . . . . . . . . . . . . . 2018 $ 751 25 — (8) (441) 327 48 $ 375 2017 $271 63 434 (17) — 751 36 $787 The liability for unrecognized tax beneﬁts, including accrued interest and penalties, was included in other liabilities in the accompanying consolidated balance sheets. The amount of interest and penalties charged or credited to income tax expense as a result of the unrecognized tax beneﬁts was not signiﬁcant in the years ended December 31, 2018, 2017 and 2016. 11. Commitments and Contingencies Purchase Commitments As of December 31, 2018, the Company had approximately $15.0 million in outstanding purchase orders for certain construction equipment, with cash outlay scheduled to occur over the next nine months. Insurance and Claims Accruals The Company carries insurance policies, which are subject to certain deductibles, for workers’ compensation, general liability, automobile liability and other coverages. The deductible per occurrence for each line of coverage is up to $1.0 million, except for wildﬁre coverage which has a deductible of $2.0 million. The Company’s health beneﬁt plans are subject to deductibles of up to $0.2 million for qualiﬁed individuals. Losses up to the deductible amounts are accrued based upon the Company’s estimates of the ultimate liability for claims reported and an estimate of claims incurred but not yet reported. The insurance and claims accruals are based on known facts, actuarial estimates and historical trends. While recorded accruals are based on the ultimate liability, which includes amounts in excess of the deductible, a corresponding receivable for amounts in excess of the deductible is included in total assets in the consolidated balance sheets. The following table includes the Company’s accrued short- and long-term insurance liabilities at December 31: (in thousands) Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increases in reserves Net payments made . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at end of period . . . . . . . . . . . . . . . . . . . . . . 2018 $ 45,363 31,193 (22,517) $ 54,039 2017 $ 42,584 22,938 (20,159) $ 45,363 2016 $ 36,967 25,139 (19,522) $ 42,584 Insurance expense, including premiums, for workers’ compensation, general liability, automobile liability, employee health beneﬁts, and other coverages for the years ended December 31, 2018, 2017 and 2016 was $30.4 million, $29.5 million and $25.6 million, respectively. Performance and Payment Bonds and Parent Guarantees In certain circumstances, the Company is required to provide performance and payment bonds in connection with its future performance on certain contractual commitments. The Company has indemniﬁed its 86 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 11. Commitments and Contingencies − (continued) sureties for any expenses paid out under these bonds. As of December 31, 2018, an aggregate of approximately $614.9 million in original face amount of bonds issued by the Company’s sureties were outstanding. Our estimated remaining cost to complete these bonded projects was approximately $324.7 million as of December 31, 2018. From time to time the Company guarantees the obligations of wholly owned subsidiaries, including obligations under certain contracts with customers, certain lease agreements, and obligations in connection with obtaining contractors’ licenses. Additionally, from time to time the Company is required to post letters of credit to guarantee the obligations of its wholly owned subsidiaries, which reduces the borrowing availability under our Facility. Indemnities From time to time, pursuant to its service arrangements, the Company indemniﬁes its customers for claims related to the services it provides under those service arrangements. These indemniﬁcation obligations may subject the Company to indemnity claims, liabilities and related litigation. The Company is not aware of any material unrecorded liabilities for asserted claims in connection with these indemniﬁcation obligations. Collective Bargaining Agreements Most of the Company’s subsidiaries’ craft labor employees are covered by collective bargaining agreements. The agreements require the subsidiaries to pay speciﬁed wages, provide certain beneﬁts and contribute certain amounts to multi-employer pension plans. If a subsidiary withdraws from any of the multi-employer pension plans or if the plans were to otherwise become underfunded, the subsidiary could incur liabilities for additional contributions related to these plans. Although the Company has been informed that the status of some multi-employer pension plans to which its subsidiaries contribute have been classiﬁed as ‘‘critical’’ the Company is not currently aware of any potential liabilities related to this issue. See Note 14 — Employee Beneﬁt Plans to the Financial Statements for further information related to the Company’s participation in multi-employer plans. Litigation and Other Legal Matters The Company is from time-to-time party to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, the Company records reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe that any of these proceedings, separately or in the aggregate, would be expected to have a material adverse effect on the Company’s ﬁnancial position, results of operation or cash ﬂows. The Company is routinely subject to other civil claims, litigation and arbitration, and regulatory investigations arising in the ordinary course of our present business as well as in respect of our divested businesses. Some of these claims and litigations include claims related to the Company’s current services and operations, and asbestos-related claims concerning historic operations of a predecessor affiliate. The Company believes that it has strong defenses to these claims as well as insurance coverages that could contribute to any settlement or liability in the event any asbestos-related claim is not resolved in the Company’s favor. These claims have not had a material impact on the Company to date, and the Company believes that the likelihood that a future material adverse outcome will result from these claims is remote. However, if facts and circumstances change in the future, the Company cannot be certain that an adverse outcome of one or more of these claims would not have a material adverse effect on the Company’s ﬁnancial condition, results of operations or cash ﬂows. 87 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 12. Lease Obligations From time to time, the Company enters into leasing arrangements for real estate, vehicles and construction equipment. In 2017, the Company entered into master leasing arrangements for vehicles and construction equipment. Some of the leases entered into under these agreements met the requirements for capitalization and were recorded as capital leases, while others were treated as operating leases. As of December 31, 2018, the Company had no outstanding commitments to enter into future leases under its master lease agreements. Capital Leases The Company leases vehicles and certain equipment under capital leases. The economic substance of the leases is a ﬁnancing transaction for acquisition of the vehicles and equipment and, accordingly, the leases are included in the balance sheets in property and equipment, net of accumulated depreciation, with a corresponding amount recorded in current portion of capital lease obligations or capital lease obligations, net of current maturities, as appropriate. The capital lease assets are amortized on a straight-line basis over the life of the lease or, if shorter, the life of the leased asset, and included in depreciation expense in the statements of operations. The interest associated with capital leases is included in interest expense in the statements of operations. As of December 31, 2018, the Company had approximately $2.7 million of capital lease obligations outstanding, $1.1 million of which was classiﬁed as a current liability. As of December 31, 2018 and 2017, $2.6 million and $3.7 million, respectively, of leased assets were capitalized in construction equipment, net of accumulated depreciation. Additional information related to property and equipment is provided in Note 6 — Property and Equipment to the Financial Statements. Operating Leases The Company leases real estate, construction equipment and office equipment under operating leases with remaining terms ranging from one to eight years. Rent expense includes lease payments as well as rent on items that are rented under cancellable rental agreements. Total rent expense for the years ended December 31, 2018, 2017 and 2016, was $60.5 million, $44.6 million and $44.9 million, respectively. The future minimum lease payments required under capital leases, less interest, and future minimum lease payments required under operating leases as of December 31, 2018 were as follows: (In thousands) 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net present of minimum lease payments . . . . . . . . . . . . . . . . . . . . Less: Current portion of capital lease obligations . . . . . . . . . . . . . . . Long-term capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . Operating Lease Obligations $ 4,829 3,754 2,971 2,379 1,335 2,127 $17,395 Capital Lease Obligations $1,185 1,185 365 — — — $2,735 (102) 2,633 1,119 $1,514 88 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 12. Lease Obligations − (continued) Certain subsidiaries of the Company have operating leases for facilities from third party companies that are owned, in whole or part, by employees of the subsidiaries. The terms and rental rates of these leases are at market rental rates. As of December 31, 2018, the minimum lease payments required under these leases totaled approximately $2.8 million, which is to be paid over the next 4.5 years. 13. Stock-Based Compensation The Company maintains two equity compensation plans under which stock-based compensation has been granted, the 2017 Long-Term Incentive Plan, (the ‘‘LTIP’’) and the 2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014) (the ‘‘2007 LTIP’’ and, collectively with the LTIP, the ‘‘Long-Term Incentive Plans’’). Upon the adoption of the LTIP, awards were no longer granted under the 2007 LTIP. The LTIP was approved by our stockholders and provides for grants of (a) incentive stock options qualiﬁed as such under U.S. federal income tax laws, (b) stock options that do not qualify as incentive stock options, (c) stock appreciation rights, (d) restricted stock awards, (e) restricted stock units, (f) performance awards, (g) phantom stock, (h) stock bonuses, (i) dividend equivalents, or (j) any combination of such awards. The LTIP permits the granting of up to 900,000 shares to directors, officers and other employees of the Company. Grants of awards to employees are approved by the Compensation Committee of the Board of Directors and grants to independent members of the Board of Directors are approved by the Board of Directors. All awards are made with an exercise price or base price, as the case may be, that is not less than the full fair market value per share on the date of grant. No stock option or stock appreciation right may be exercised more than 10 years from the date of grant. Shares issued as a result of stock option exercises or stock grants are made available from authorized unissued shares of common stock or treasury stock. Stock Options The Company has not awarded any stock options since 2013. Stock options granted to employees or directors vested ratably over a three- or four-year vesting period and were granted with an exercise price equal to the market price of the Company’s stock on the date of grant. The Company used the Black-Scholes-Merton option-pricing model to estimate the fair value of options as of the date of grant. All stock options were fully expensed as of December 31, 2016. Following is a summary of stock option activity for the three-year period ending December 31, 2018: Weighted- Average Exercise Price $16.40 $14.03 $24.68 $21.40 $19.82 $15.43 $21.92 $21.54 $21.16 $22.33 Options 730,605 (443,283) (933) (40,672) 245,717 (79,797) 165,920 (88,053) (1,103) 76,764 Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) 4.4 years $4,396 4.2 years $2,292 2.9 years $ 446 Outstanding at January 1, 2016 . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding and Exercisable at December 31, 2016 . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding and Exercisable at December 31, 2017 . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding and Exercisable at December 31, 2018 . . . . 89 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 13. Stock-Based Compensation − (continued) Other data relating to option activity for the years ended December 31 are as follows: (dollars in thousands) Intrinsic value of options exercised . . . . . . . . . . . . . . . . . Fair value of options vested . . . . . . . . . . . . . . . . . . . . . . 2018 $1,277 — 2017 $1,721 — 2016 $7,832 372 The following table summarizes information with respect to stock options outstanding and exercisable under the Company’s plans at December 31, 2018: Exercise Price $17.18 − $17.18 . . . . . . . . . . . . . . . . . . . $17.48 − $17.48 . . . . . . . . . . . . . . . . . . . $24.18 − $24.18 . . . . . . . . . . . . . . . . . . . $24.68 − $24.68 . . . . . . . . . . . . . . . . . . . Options Outstanding and Exercisable Number Of Options 7,587 15,654 17,948 35,575 76,764 Weighted- Average Exercise Price $17.18 $17.48 $24.18 $24.68 $22.35 Weighted- Average Remaining Contractual Term 1.2 years 3.1 years 2.2 years 3.5 years 2.9 years Time-Vested Stock Awards The company grants time-vested stock awards under the LTIP in the form of restricted stock awards, restricted stock units or equity-settled phantom stock. The grant date fair value of the time-vested stock awards is equal to the closing market price of the Company’s common stock on the date of grant. Time-vested stock awards granted under the LTIP to eligible employees in 2018 generally vest ratably, on an annual basis, over three years. Time-vested stock awards granted under the LTIP to non-employee directors in 2018 vest over a one year period. Following is a summary of time-vested stock awards activity for the three-year period ending December 31, 2018: Outstanding unvested at January 1, 2016 . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding unvested at December 31, 2016 . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding unvested at December 31, 2017 . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding unvested at December 31, 2018 . . . . . . . . . . . . . . . . . Shares 201,949 112,912 (88,301) (3,144) 223,416 66,352 (99,774) (1,346) 188,648 93,280 (96,840) (9,657) 175,431 Per Share Weighted- Average Grant Date Fair Value $24.58 $24.66 $25.18 $26.09 $25.26 $37.49 $25.19 $31.22 $29.55 $30.22 $28.91 $27.02 $30.40 90 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 13. Stock-Based Compensation − (continued) Performance Awards The Company grants performance awards under the LTIP. Under these awards, shares of the Company’s common stock may be earned based on the Company’s performance compared to deﬁned metrics. The number of shares earned under a performance award may vary from zero to 200% of the target shares awarded, based upon the Company’s performance compared to the metrics. The metrics used for the grant are determined by the Compensation Committee of the Board of Directors and may be either based on internal measures such as the Company’s ﬁnancial performance compared to target or on a market-based metric such as the Company’s stock performance compared to a peer group. Performance awards cliff vest upon attainment of at least the minimum stated performance targets and minimum service requirements and are paid in common shares of the Company’s stock. During 2018, management concluded that it was probable that the minimum performance threshold would not be met for certain performance shares that were granted during 2016 and 2017. As a result, the Company reversed $0.7 million in stock compensation from previous accruals. The Company recognizes stock-based compensation expense related to market-based performance awards based on the grant date fair value, which is computed using a Monte Carlo simulation. The Company recognizes stock-based compensation expense related to internal measure-based performance awards based on the grant date fair value, which is the closing price of the Company’s stock on the date of grant. The Company adjusts the stock-based compensation expense related to internal metric-based performance awards according to its determination of the potential achievement of the performance target at each reporting date. The fair value of performance grants are expensed over the service period of approximately 2.8 years. Following is a summary of performance share award activity for the three-year period ending December 31, 2018: Outstanding at January 1, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . Granted at target . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earned for performance above target . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . Granted at target . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited for performance below target Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . Granted at target . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited for performance below target . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . Shares 143,608 79,661 20,650 (98,270) (1,626) 144,023 47,454 (24,873) (39,407) (222) 126,975 66,764 (42,584) (29,655) (9,247) 112,253 Per Share Weighted- Average Grant Date Fair Value $32.68 $28.25 $31.01 $27.74 $32.96 $32.92 $47.12 $36.40 $40.15 $37.22 $35.29 $34.52 $29.73 $33.35 $30.85 $39.73 Stock-based Compensation Expense The Company recognized stock-based compensation expense of approximately $3.2 million, $4.4 million and $4.7 million for the years ended December 31, 2018, 2017 and 2016, respectively, in selling, general and administrative expenses. As of December 31, 2018, there was approximately $4.4 million of total 91 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 13. Stock-Based Compensation − (continued) unrecognized stock-based compensation expense related to awards granted under the Plans. This included $2.6 million of unrecognized compensation cost related to unvested time-vested stock awards expected to be recognized over a remaining weighted average vesting period of approximately 1.6 years and $1.8 million of unrecognized compensation cost related to unvested performance awards, expected to be recognized over a remaining weighted average vesting period of approximately 1.6 years. Time-vested stock awards granted to non-employee directors in 2018 vest at the end of a one year period and those granted prior to 2018 vest over a period of three years. The grant provision of the time-vested stock awards granted to non-employee directors prior to 2018 contain provisions which call for the vesting of all shares awarded upon a change in control or resignation from the board for any reason except breach of ﬁduciary duty. As a result of these provisions, the fair value of time-vested stock awards granted to the non-employee directors after 2013 and all directors after 2016, was expensed on the date of the grant. 14. Employee Beneﬁt Plans The Company has a proﬁt sharing and thrift employee beneﬁt plan in effect for all eligible employees. Company contributions under this deﬁned contribution plan are based upon a percentage of income with limitations as deﬁned by the plan. Contributions for the years ended December 31, 2018, 2017 and 2016 amounted to $4.7 million, $3.4 million, and $4.6 million, respectively. The Company also has an employee beneﬁt plan in effect for certain non-union hourly employees. Company contributions under this deﬁned contribution plan are based upon a percentage of income with limitations as deﬁned by the plan. Contributions for the years ended December 31, 2018, 2017 and 2016 amounted to $1.0 million, $0.6 million and $0.6 million, respectively. The Company also has a registered retirement saving plan for certain Canadian employees, contributions to this plan for the years ended December 31, 2018 and 2017 amounted to $0.1 million. The Company contributes to a number of multiemployer deﬁned beneﬁt pension plans under the terms of collective-bargaining agreements that cover its union-represented employees, who are represented by over 100 local unions. The related collective-bargaining agreements between those organizations and the Company, which specify the rate at which the Company must contribute to the multi-employer deﬁned pension plan, expire at different times between 2019 and 2021. The risks of participating in these multiemployer deﬁned beneﬁt pension plans are different from single-employer plans in the following aspects: 1) Assets contributed to the multiemployer plan by one employer may be used to provide beneﬁts to employees of other participating employers. 2) 3) If a participating employer stops contributing to a plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If the Company chooses to stop participating in a multiemployer plan, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The amount of additional funds, if any, that the Company may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the speciﬁc use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans. The following table summarizes plan information relating to the Company’s participation in multi-employer deﬁned beneﬁt pension plans, including company contributions for the last three years, the status under the Pension Protection Act of 2006, as amended by the Consolidated and Further Continuing Appropriations Act of 2015 (‘‘PPA’’) of the plans and whether the plans are subject to a funding improvement or rehabilitation plan, or contribution surcharges. The most recent zone status is for the plan’s year-end indicated in the table. The zone status is based on information that the Company received from the plan, as 92 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 14. Employee Beneﬁt Plans − (continued) well as from publicly available information on the U.S. Department of Labor website. The PPA zone status for the plan year ended on December 31, 2018 has not been listed because Forms 5500 were not yet available. Among other factors, plans in the red ‘‘critical’’ zone are generally less than 65 percent funded, plans in the yellow ‘‘endangered’’ zone are between 65 and 80 percent funded, and plans in the green zone are at least 80 percent funded. Also listed in the table below are the Company’s contributions to deﬁned contribution plans. Information in the table has been presented separately for individually signiﬁcant plans and in the aggregate for all other plans. Pension Fund EIN/Pension Plan Number Pension Protection Act Zone Status Status Plan Year End Status Plan Year End Contributions to Plan for the Year Ended December 31, Funding Plan Surcharge Imposed 2018 2017 (in thousands) 2016 Deﬁned Beneﬁt Plans: National Electrical Beneﬁt Fund . . 53-0181657 001 Green 12/31/2017 Green 12/31/2016 $ 9,840 $ 9,542 $ 9,040 Eighth District Electrical Pension Fund . . . . . . . . . . . . . . . . . 84-6100393 001 Green 3/31/2018 Green 3/31/2017 9,707 7,908 7,519 Indiana/Kentucky/Ohio Regional Council of Carpenters Pension Fund . . . . . . . . . . . . . . . . . 51-6123713 001 Green IBEW Local 769 Management 6/30/2017 Green 6/30/2016 1,157 2,515 696 Pension Plan A . . . . . . . . . . . 86-6049763 001 Green 6/30/2016 Alaska Electrical Pension Plan . . . 92-6005171 001 Green 12/31/2017 Green 12/31/2016 6/30/2017 Green 2,587 2,723 2,115 1,951 1,709 1,873 Deﬁned Contribution Plans: National Electrical Annuity Plan . . 52-6132372 001 Eighth District Electrical Pension Fund Annuity Plan . . . . . . . . . 84-6100393 002 n/a n/a All other plans: . . . . . . . . . . . . Total Contributions: . . . . . . . . . . n/a n/a 26,559 27,633 22,840 4,785 4,109 4,883 13,062 5,236 $70,420 $64,888 $53,796 9,115 No No No No No n/a n/a No No No No No n/a n/a Total contributions to these plans, at any given time, correspond to the number of union employees employed and the plans in which they participate, which varies depending upon location, the number of ongoing projects and the need for union resources in connection with such projects at a given time. The PPA data presented in the table above represents data available to us for the two most recent plan years. One of the Company’s subsidiaries was listed in the Eighth District Electrical Pension Fund’s Form 5500 as providing more than 5 percent of the total contributions to that plan for the plan years ended March 31, 2018, 2017 and 2016 and the IBEW local 769 Management Pension Plan A’s Form 5500 as providing more than 5 percent of the total contributions to that plan for the plan years ended June 30, 2017 and 2016. 15. Segment Information MYR Group is a holding company of specialty contractors serving electrical utility infrastructure and commercial construction markets in the United States and western Canada. The Company has two reporting segments, each a separate operating segment, which are referred to as T&D and C&I. Performance measurement and resource allocation for the reporting segments are based on many factors. The primary ﬁnancial measures used to evaluate the segment information are contract revenues and income from operations, excluding general corporate expenses. General corporate expenses include corporate facility and staffing costs, which includes safety costs, professional fees, IT expenses, management fees, and intangible amortization. The accounting policies of the segments are the same as those described in the Summary of Signiﬁcant Accounting Policies. 93 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 15. Segment Information − (continued) Transmission and Distribution: The T&D segment provides a broad range of services on electric transmission and distribution networks and substation facilities which include design, engineering, procurement, construction, upgrade, maintenance and repair services with a particular focus on construction, maintenance and repair. T&D services include the construction and maintenance of high voltage transmission lines, substations and lower voltage underground and overhead distribution systems. The T&D segment also provides emergency restoration services in response to hurricane, ice or other storm-related damage. T&D customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. Commercial and Industrial: The C&I segment provides services including the design, installation, maintenance and repair of commercial and industrial wiring, installation of traffic networks and the installation of bridge, roadway and tunnel lighting. Typical C&I contracts cover electrical contracting services for airports, hospitals, data centers, hotels, stadiums, convention centers, manufacturing plants, processing facilities, waste-water treatment facilities, mining facilities and transportation control and management systems. The C&I segment generally provides electric construction and maintenance services as a subcontractor to general contractors in the C&I industry, but also contracts directly with facility owners. The information in the following table is derived from the segment’s internal ﬁnancial reports used for corporate management purposes: (in thousands) Contract revenues: For the Year Ended December 31, 2017 2016 2018 T&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C&I $ 893,108 638,061 $1,531,169 $ 879,372 523,945 $1,403,317 $ 818,972 323,515 $1,142,487 Income from operations: T&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C&I General Corporate . . . . . . . . . . . . . . . . . . . . . . $ $ 57,242 34,112 (41,042) 50,312 $ $ 39,631 25,048 (35,121) 29,558 $ $ 63,459 13,920 (38,625) 38,754 The Company does not identify capital expenditures and total assets by segment in its internal ﬁnancial reports due in part to the shared use of a centralized ﬂeet of vehicles and specialized equipment. Identiﬁable assets, consisting of contract receivables, costs and estimated earnings in excess of billings on uncompleted contracts, construction materials inventory, goodwill and intangibles for each segment are as follows as of December 31: (in thousands) T&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C&I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $274,038 257,049 217,668 $748,755 2017 $257,834 152,207 193,747 $603,788 94 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 15. Segment Information − (continued) An allocation of total depreciation, including depreciation of shared construction equipment, and amortization to each segment is as follows: (in thousands) Depreciation and amortization T&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C&I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the Year Ended December 31, 2016 2017 2018 $33,977 5,936 $39,913 $34,990 3,586 $38,576 $35,947 3,175 $39,122 For the years ended December 31, 2018, 2017 and 2016 the Company had Canadian contract revenues of $53.8 million, $84.1 million and $36.5 million, respectively. Canadian contract revenues for the years ended December 31, 2018 and 2017 were predominantly in the C&I segment and Canadian contract revenues for the year ended December 31, 2016 were predominantly in the T&D segment. As of December 31, 2018 and 2017, there were $20.5 million and $40.0 million, respectively, of identiﬁable assets attributable to Canadian operations. 16. Noncontrolling Interests On July 2, 2018, through the acquisition of certain assets of the Huen Companies, the Company became the majority controlling interest in a joint venture. As a result, the Company has consolidated the carrying value of the joint ventures’ assets and liabilities and results of operations in the Company’s consolidated ﬁnancial statements. The equity owned by the other joint venture partners has been recorded as noncontrolling interests in the Company’s consolidated balance sheets, and their portions, if material, of net income and other comprehensive income shown as net income or other comprehensive income attributable to noncontrolling interests in the Company’s consolidated statements of operations and other comprehensive income. Additionally the joint venture associated with the Company’s noncontrolling interests is a partnership, and consequently, the tax effect of only the Company’s share of the joint venture income is recognized by the Company. The acquired joint venture made no distributions to its partners, and the Company made no capital contributions to the joint venture during the year ended December 31, 2018. Additionally, there have been no changes in ownership during the year ended December 31, 2018. The project is expected to be completed in 2019. The balance of the Company’s noncontrolling interest consists of the preliminary fair value of noncontrolling interest acquired on July 2, 2018 with the Huen Companies. Net income attributable to the noncontrolling interest, subsequent to the acquisition through December 31, 2018, was $0.2 million. 17. Earnings Per Share The Company computes earnings per share using the treasury stock method. Under the treasury stock method, basic earnings per share attributable to MYR Group Inc. are computed by dividing net income attributable to MYR Group Inc. by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to MYR Group Inc. are computed by dividing net income attributable to MYR Group Inc. by the weighted average number of common shares outstanding during the period plus all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive. 95 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 17. Earnings Per Share − (continued) Net income attributable to MYR Group Inc. and the weighted average number of common shares used to compute basic and diluted earnings per share was as follows: (in thousands, except per share data) Numerator: For the Year Ended December 31, 2016 2017 2018 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: net income − noncontrolling interests . . . . . . . . . . Net income attributable to MYR Group Inc. . . . . . . . . . . $31,294 207 $31,087 $21,154 — $21,154 $21,431 — $21,431 Denominator: Weighted average common shares outstanding . . . . . . . . Weighted average dilutive securities . . . . . . . . . . . . . . . Weighted average common shares outstanding, diluted . . . 16,441 144 16,585 16,273 223 16,496 17,109 352 17,461 Net income per share attributable to MYR Group Inc.: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.89 $ 1.87 $ $ 1.30 1.28 $ $ 1.25 1.23 For the years ended December 31, 2018, 2017 and 2016, certain common stock equivalents were excluded from the calculation of dilutive securities because their inclusion would either have been anti-dilutive or, for stock options, the exercise prices of those stock options were greater than the average market price of the Company’s common stock for the period. All of the Company’s non-participating unvested restricted shares were included in the computation of weighted average dilutive securities. The following table summarizes the shares of common stock underlying the Company’s unvested stock options and performance awards that were excluded from the calculation of dilutive securities: (In thousands) Time-vested stock awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 1 67 2017 44 97 2016 — 63 Share Repurchase Program On July 26, 2018, the Company’s Board of Directors approved a new $20.0 million share repurchase program that began when the previous share repurchase program expired on August 15, 2018. The new share repurchase program will expire on August 15, 2019, or when the authorized funds are exhausted, whichever is earlier. No shares were repurchased under the new program in 2018. The remaining availability to purchase shares under the Repurchase Program was $20.0 million as of December 31, 2018. During 2018, the Company repurchased 32,857 shares of stock for approximately $1.0 million from its employees to satisfy tax obligations on shares vested under the Plans. All of the shares repurchased were retired and returned to authorized but unissued stock. During 2017, the Company repurchased 92,987 shares of its common stock at a weighted-average price of $32.90 per share; 35,338 of those shares were purchased under its Repurchase Program for approximately $0.8 million. Additionally, the Company repurchased 57,649 shares of stock for approximately $2.2 million from its employees to satisfy tax obligations on shares vested under the 2007 LTIP. All of the shares repurchased were retired and returned to authorized but unissued stock. 96 MYR GROUP INC. NOTES TO FINANCIAL STATEMENTS 18. Quarterly Financial Data (Unaudited) The following table presents the unaudited consolidated operating results by quarter for the years ended December 31, 2018 and 2017: (in thousands, except per share data) 2018: Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to MYR Group . . . . . . Basic earnings per share attributable to MYR Group . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share attributable to MYR Group . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017: Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to MYR Group . . . . . . Basic earnings per share attributable to MYR Group . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share attributable to MYR Group . . . . . . . . . . . . . . . . . . . . . . . . . . . March 31, $345,611 35,753 5,644 $ $ 0.35 0.34 $300,129 25,740 1,200 $ $ 0.07 0.07 For the Three Months Ended September 30, June 30, December 31,(a) $339,676 38,630 6,835 $ $ 0.42 0.41 $356,185 27,517 1,230 $ $ 0.08 0.07 $399,537 45,286 7,957 $ $ 0.48 0.48 $373,502 34,853 5,145 $ $ 0.32 0.31 $446,345 47,391 10,651 $ $ 0.65 0.64 $373,501 36,894 13,579 $ $ 0.83 0.82 (a) Results for the fourth quarter of 2017 include a net 2017 Tax Act beneﬁt of $7.8 million, or $0.48 and $0.47 per basic and diluted share, respectively. Earnings per share amounts for each quarter are required to be computed independently using the weighted average number of shares outstanding during the period. As a result, the sum of the individual quarterly earnings per share amounts may not agree to the earnings per share calculated for the year. 97 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we ﬁle or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods speciﬁed in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, together with our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance related to the matters stated in the above paragraph as of December 31, 2018. Evaluation of Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over ﬁnancial reporting, as such term is deﬁned in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal ﬁnancial officer, we conducted an evaluation of the effectiveness of our internal control over ﬁnancial reporting based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s annual report on internal control over ﬁnancial reporting and the report of our independent registered public accounting ﬁrm appear in Part II, Item 8 ‘‘Financial Statements and Supplementary Data’’ of this Annual Report on Form 10-K. This Annual Report on Form 10-K includes a report of management’s assessment regarding internal control over ﬁnancial reporting (see ‘‘Management’s Report on Internal Control over Financial Reporting’’) and an attestation report of our independent registered public accounting ﬁrm regarding internal control over ﬁnancial reporting (see ‘‘Report of Independent Registered Public Accounting Firm’’). For the year ended December 31, 2018, management’s assessment of our internal control over ﬁnancial reporting excluded the internal control over ﬁnancial reporting of Huen Electric, Inc., which was acquired on July 2, 2018. Pursuant to the SEC’s general guidance that a recently acquired business may be omitted from the scope of an assessment in the year of the acquisition, the scope of our assessment does not include Huen Electric, Inc. As of December 31, 2018, Huen Electric, Inc. represented a total of approximately 9.6% and 9.8% of total assets and net assets, respectively, and 4.5% and 1.1% of contract revenues and income before income taxes, respectively, for the year then ended. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over ﬁnancial reporting during the fourth quarter ended December 31, 2018 that have materially affected, or that are reasonably likely to materially affect, our internal control over ﬁnancial reporting. Limitations on the Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over ﬁnancial reporting will detect or prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reﬂect the fact that there are resource constraints, and the beneﬁts of controls must be considered relative to their costs. Because of its inherent limitations, internal control over ﬁnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods 98 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. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information None. 99 PART III Item 10. Directors, Executive Officers and Corporate Governance Information required by this Item 10 related to our directors is incorporated by reference to the information to be included under ‘‘Proposal No. 1. Election of Directors’’ of our deﬁnitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held April 25, 2019 (‘‘2019 Proxy Statement’’). Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference to the information to be included under the heading ‘‘Section 16(a) Beneﬁcial Ownership Reporting Compliance’’ in our 2019 Proxy Statement. Information regarding the procedures by which our stockholders may recommend nominees to our board of directors is incorporated by reference to the information to be included under the heading ‘‘Nominating and Corporate Governance Committee Matters — Criteria for Nomination to the Board of Directors and Diversity’’ in our 2019 Proxy Statement. Information about our Audit Committee, including its members, and our Audit Committee ﬁnancial experts, is incorporated by reference to the information to be included under the headings ‘‘Audit Committee Matters’’ in our 2019 Proxy Statement. The balance of the information required by this item is contained in the discussion entitled ‘‘Executive Officers’’ in Part I of this Annual Report on Form 10-K. We have a code of ethics that applies to all of our directors, officers and other employees. This code is publicly available on our website at www.myrgroup.com. Amendments to the code of ethics or any grant of a waiver from a provision of the code requiring disclosure under applicable SEC and Nasdaq Global Market rules will be disclosed on our website or, if so required, disclosed in a Current Report on Form 8-K ﬁled with the SEC. The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other ﬁlings we make with the SEC. Item 11. Executive Compensation The information required by this Item 11 is incorporated by reference to the information to be included in our 2019 Proxy Statement under the headings ‘‘Director Compensation,’’ ‘‘Compensation Discussion and Analysis,’’ ‘‘Executive Compensation Tables’’ and ‘‘Compensation Committee Matters — Compensation Committee Report for the Year Ended December 31, 2018.’’ Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters Equity Compensation Plan Information The following table sets forth certain information regarding our 2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014) (the ‘‘2007 Plan’’) and our 2017 Long-Term Incentive Plan (the ‘‘LTIP’’) as of December 31, 2018. At December 31, 2018, our only active equity compensation plan was the LTIP. Plan Category Equity compensation plans approved by security holders . . . . Equity compensation plans not approved by security holders . . Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) 562,367 — Weighted- average exercise price of outstanding options, warrants and rights(2) $22.33 $ — Number of securities remaining available for future issuance under equity compensation plans(3) 663,439 — (1) Includes (i) 249,042 shares committed to be issued for phantom stock and performance awards granted in 2016 and 2017 under the 2007 Plan (assumes actual performance for performance awards granted in 2016; assumes maximum performance for performance awards granted in 2017), (ii) 76,764 shares subject to outstanding option awards granted under the 2007 Plan, (iii) 131,622 shares committed to be issued for performance awards granted in 2018 under the LTIP (assumes maximum performance) and (iv) 104,939 shares subject to outstanding restricted stock units granted under the LTIP. 100 (2) The calculation in this column includes only option awards because the shares underlying other outstanding awards will be issued upon vesting or satisfaction of relevant performance criteria without any cash consideration payable for those shares. (3) Reﬂects securities remaining available for future issuance under our LTIP. No further awards will be granted under the 2007 Plan. Other information required by this Item 12 is incorporated by reference to the information to be included in our 2019 Proxy Statement under the headings ‘‘Ownership of Equity Securities’’ and ‘‘Compensation Discussion and Analysis.’’ Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 is incorporated by reference to the information to be included in our 2019 Proxy Statement under the headings ‘‘Certain Relationships and Related Person Transactions’’ and ‘‘Corporate Governance — Director Independence.’’ Item 14. Principal Accounting Fees and Services The information required by this Item 14 is incorporated by reference to the information to be included in our 2019 Proxy Statement under the heading ‘‘Audit Committee Matters — Independent Auditors’ Fees.’’ 101 Item 15. Exhibits and Financial Statement Schedules i) Documents ﬁled as part of this Report PART IV (1) The following Financial Statements are ﬁled herewith in Item 8 of Part II above. (a) Report of Management (b) Reports of Independent Registered Public Accounting Firms (c) Consolidated Balance Sheets (d) Consolidated Statements of Operations (e) Consolidated Statements of Comprehensive Income (f) Consolidated Statements of Stockholders’ Equity (g) Consolidated Statements of Cash Flows (h) Notes to Financial Statements ii) Financial Statement Schedules All other supplemental schedules are omitted because of the absence of conditions under which they are required, or the required information is shown in the notes to the Financial Statements. Item 16. Form 10-K Summary Registrants may voluntarily include a summary of information required by Form 10-K under the Item. 16. The Company has elected not to included such summary information. iii) Exhibit List Number 3.1 3.2 4.1 10.1 10.2 10.3 10.4 10.5 Description Restated Certiﬁcate of Incorporation, incorporated by reference to exhibit 3.1 of the Company’s Form 8-K (File No. 001-08325), ﬁled with the SEC on May 7, 2014 Amended and Restated By-Laws, incorporated by reference to exhibit 3.1 of the Company’s Form 8-K (File No. 001-08325), ﬁled with the SEC on December 22, 2015 Specimen Common Stock Certiﬁcate, incorporated by reference to exhibit 4.2 of the Company’s Registration Statement on Form S-1/A (File No. 333-148864), ﬁled with the SEC on July 14, 2008 Credit Agreement, dated December 21, 2011, between the Registrant and J.P. Morgan Chase Bank, N.A., Bank of America, N.A., PNC Bank, National Association, BMO Harris Bank N.A and Wells Fargo Bank, National Association, incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on December 23, 2011 Pledge and Security Agreement, dated December 21, 2011, between the Registrant, certain of its Subsidiaries and J.P. Morgan Chase Bank, N.A., in its capacity as administrative agent for the lenders party to the Credit Agreement, incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on December 23, 2011 Guaranty, dated December 21, 2011, between certain Subsidiaries of the Registrant in favor of J.P. Morgan Chase Bank, N.A., as administrative agent for the beneﬁt of the Holders of Secured Obligations under the Credit Agreement, incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on December 23, 2011 MYR Group Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014), incorporated by reference to exhibit 10.1 of the Company’s Form 8-K (File No. 001-08325), ﬁled with the SEC on May 7, 2014+ Form of Named Executive Officer Nonqualiﬁed Stock Option Award under the 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q for the quarter ended March 31, 2010 (File No. 001-08325), ﬁled with the SEC on May 10, 2010+ 102 Number 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 Description Form of Employment Agreement, dated March 11, 2010, between the Registrant and Executive Officer, incorporated by reference to exhibit 10.5 of the Company’s Form 10-Q for the quarter ended March 31, 2010 (File No. 001-08325), ﬁled with the SEC on May 10, 2010+ Form of Indemniﬁcation Agreement for Directors and Officers, incorporated by reference to exhibit 10.1 of the Company’s Form 8-K (File No. 001-08325), ﬁled with the SEC on May 11, 2011+ MYR Group Senior Management Incentive Plan, Amended and Restated as of May 1, 2014, incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on May 7, 2014+ Form of Named Executive Officer Restricted Stock Award under 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.15 of the Company’s Form 10-K for the year ended December 31, 2013 (File No. 001-08325), ﬁled with the SEC on March 5, 2014+ Form of Named Executive Officer Performance Share Award under 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.16 of the Company’s Form 10-K for the year ended December 31, 2013 (File No. 001-08325), ﬁled with the SEC on March 5, 2014+ Form of Independent Director Restricted Stock Award under 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.17 of the Company’s Form 10-K for the year ended December 31, 2013 (File No. 001-08325), ﬁled with the SEC on March 5, 2014+ Form of Independent Director Phantom Stock and Dividend Equivalents Award under the 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q for the quarter ended June 30, 2015 (File No. 001-08325), ﬁled with the SEC on August 5, 2015+ Employment agreement with Betty R. Johnson, incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q for the quarter ended September 30, 2015 (File No. 001-08325), ﬁled with the SEC on November 4, 2015+ Employment Agreement, dated April 29, 2015 between the Company and Tod Cooper, incorporated by reference to exhibit 10.21 of the Company’s Form 10-K for the year ended December 31, 2015 (File No. 001- 08325), ﬁled with the SEC on March 3, 2016 Agreement, dated March 22, 2016, by and among MYR Group Inc., Engine Capital Management, LLC, Engine Capital, L.P., Engine Jet Capital, L.P., Engine Airﬂow Capital, L.P., Engine Investments, LLC, Engine Investments II, LLC, Arnaud Ajdler and John P. Schauerman, incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on March 23, 2016 Amended and Restated Credit Agreement, dated June 30, 2016, incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on July 7, 2016 Joinder, Amendment No. 1 and Reaffirmation of Pledge and Security Agreement, dated June 30, 2016, incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on July 7, 2016 Joinder, Amendment No. 1 and Reaffirmation of Guaranty, dated June 30, 2016, incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on July 7, 2016 Amended and Restated Employment Agreement, dated January 1, 2017, between the Company and William A. Koertner, incorporated by reference to exhibit 10.24 of the Company’s Form 10-K for the year ended December 31, 2016 (File No. 001-08325), ﬁled with the SEC on March 9, 2017+ Amendment to the Employment Agreement, dated January 1, 2017, between the Company and Richard S. Swartz, Jr., incorporated by reference to exhibit 10.25 of the Company’s Form 10-K for the year ended December 31, 2016 (File No. 001-08325), ﬁled with the SEC on March 9, 2017+ Amendment to the Employment Agreement, dated January 1, 2017, between the Company and Tod M. Cooper, incorporated by reference to exhibit 10.26 of the Company’s Form 10-K for the year ended December 31, 2016 (File No. 001-08325), ﬁled with the SEC on March 9, 2017+ Employment Agreement, dated January 1, 2017, between the Company and Jeffrey J. Waneka, incorporated by reference to exhibit 10.27 of the Company’s Form 10-K for the year ended December 31, 2016 (File No. 001-08325), ﬁled with the SEC on March 9, 2017+ 103 Number 10.23 10.24 10.25 10.26 10.27 10.28 10.29 10.30 10.31 10.32 10.33 21.1 23.1 23.2 24.1 31.1 31.2 32.1 32.2 Description Agreement, dated January 30, 2017, by and among MYR Group Inc., Engine Capital Management, LLC, Engine Capital, L.P., Engine Jet Capital, L.P., Engine Airﬂow Capital, L.P., Engine Investments, LLC, Engine Investments II, LLC and Bradley Favreau, incorporated by reference to exhibit 10.28 of the Company’s Form 10-K for the year ended December 31, 2016 (File No. 001-08325), ﬁled with the SEC on March 9, 2017 Form of Restricted Stock Award Agreement (Named Executive Officer), incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-08325) under the 2007 Long-Term Incentive Plan, ﬁled with the SEC on April 28, 2017+ Form of Performance Shares Award Agreement (Named Executive Officer) under the 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on April 28, 2017+ Form of Restricted Stock Units Award Agreement (Non-Employee Director) under the 2017 Long-Term Incentive Plan, incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on April 28, 2017+ Form of Restricted Stock Units Award Agreement (Director) under the 2017 Long-Term Incentive Plan, incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 001-08325), ﬁled with the SEC on April 28, 2017+ Amendment to the Amended and Restated Employment Agreement, dated April 11, 2017, between the Company and Richard S. Swartz, Jr., incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 10-Q (File No. 001-08325), ﬁled with the SEC on May 3, 2017+ Form of Restricted Stock Unit Award Agreement (Named Executive Officer) under the 2017 Long-Term Incentive Plan, incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 10-Q (File No. 001-08325), ﬁled with the SEC on May 2, 2018+ Form of Performance Shares Award Agreement (Named Executive Officer) under the 2017 Long-Term Incentive Plan, incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 10-Q (File No. 001-08325), ﬁled with the SEC on May 2, 2018+ Asset Purchase Agreement, dated as of July 2, 2018, by and among MYR Group, Inc., certain subsidiaries of MYR Group, Inc., as purchasers, and Huen Electric, Inc., incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 10-Q (File No. 001-08325), ﬁled with the SEC on August 1, 2018 Amendment No. 1 to Amended and Restated Credit Agreement, dated September 28, 2018, incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 10-Q (File No. 001-08325), ﬁled with the SEC on October 31, 2018 Employment Agreement, dated January 21, 2019, between the Company and William F. Fry+† List of Subsidiaries† Consent of Crowe LLP† Consent of Ernst & Young LLP† Power of Attorney† Certiﬁcation of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a)† Certiﬁcation of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a)† Certiﬁcation of Chief Executive Officer pursuant to 18 U.S.C. §1350† Certiﬁcation of Chief Financial Officer pursuant to 18 U.S.C. §1350† 101.INS XBRL Instance Document* 101.SCH XBRL Taxonomy Extension Schema Document* 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF XBRL Taxonomy Extension Deﬁnition Linkbase Document* 101.LAB XBRL Taxonomy Extension Label Linkbase Document* 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document* † + * Filed herewith. Indicates management contract or compensatory plan or arrangement. Electronically ﬁled. 104 Pursuant to the requirements of Section 13 or 15(d) 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. SIGNATURES March 6, 2019 MYR GROUP INC. (Registrant) /s/ BETTY R. JOHNSON Name: Betty R. Johnson Title: Senior Vice President, Chief Financial Offıcer and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title * Richard S. Swartz /s/ BETTY R. JOHNSON Betty R. Johnson President and Chief Executive Officer (Principal Executive Officer) Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) Date March 6, 2019 March 6, 2019 * Kenneth M. Hartwick * Larry F. Altenbaumer * Bradley T. Favreau * Henry W. Fayne * Gary R. Johnson * William A. Koertner * Jennifer E. Lowry * Donald C.I. Lucky * Maurice E. Moore * William D. Patterson *By: /s/ BETTY R. JOHNSON (Betty R. Johnson) (Attorney-in-fact) Chairman of the Board of Directors March 6, 2019 March 6, 2019 March 6, 2019 March 6, 2019 March 6, 2019 March 6, 2019 March 6, 2019 March 6, 2019 March 6, 2019 March 6, 2019 March 6, 2019 Director Director Director Director Director Director Director Director Director 105 [This page intentionally left blank.] [This page intentionally left blank.] [This page intentionally left blank.] BOARD OF DIRECTORS From left to right KENNETH M. HARTWICK Chairman since 2018 (Director since 2015) LARRY F. ALTENBAUMER Director since 2006 BRADLEY T. FAVREAU Director since 2016 HENRY W. FAYNE Director since 2007 GARY R. JOHNSON Director since 2007 WILLIAM A. KOERTNER Director since 2007 DONALD C.I. LUCKY Director since 2015 JENNIFER E. LOWRY Director since 2018 MAURICE E. MOORE Director since 2010 WILLIAM D. PATTERSON Director since 2007 EXECUTIVE OFFICERS RICHARD S. SWARTZ President and Chief Executive Officer BETTY R. JOHNSON Senior Vice President, Chief Financial Officer and Treasurer TOD M. COOPER Senior Vice President and Chief Operating Officer - Transmission & Distribution JEFFREY J. WANEKA Senior Vice President and Chief Operating Officer - Commercial & Industrial WILLIAM F. FRY Vice President, Chief Legal Officer and Secretary COMPANY OFFICERS Larry C. Baker Group Vice President, C&I Russell A. Hinnen Vice President, Corporate Accounting Steven D. Cavanaugh Vice President, Safety Wayne D. Dorris Group Vice President, C&I Sturgeon Electric Company, Inc. John W. Dougherty President & CEO, Huen Electric, Inc. Don A. Egan Group Vice President, C&I Sturgeon Electric Company, Inc. Mark A. Enos Vice President, Fleet David D. Fettback President, Western Pacific Enterprises Ltd. William H. Green President, MYR Group Construction Canada, Ltd. Elaine K. Hughes Vice President, Business Development Doreen L. Keller Vice President, Human Resources D. Scott Lamont President, Harlan Electric Company and President, E.S. Boulos Company Brandon M. Lark President, Great Southwestern Construction Company, Inc. and President, GSW Integrated Services, LLC Jean A. Luber Vice President, Information Technology Mindie W. McIff Vice President, Corporate Estimating Michael L. Orndahl Vice President, Assistant General Counsel Marisa A. Owens Vice President, Operational Accounting Richard A. Pieper President, MYR Transmission Services, Inc. Terry C. Roberts President, Sturgeon Electric Company, Inc. Brian K. Stern President, The L.E. Myers Co. R. Clay Thompson President, High Country Line Construction, Inc. CORPORATE HEADQUARTERS 1701 GOLF ROAD, SUITE 3-1012 ROLLING MEADOWS, IL 60008 2 0 1 8 A N N U A L R E P O R T myrgroup.com MYR GROUP INC. IS AN EQUAL OPPORTUNITY EMPLOYER | ©2019 MYR GROUP INC. | NASDAQ: MYRG |

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