What changed in this filing

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Item 1. Business

2022-02-23 compared with 2021-03-03 · 37 added, 45 removed, 267 unchanged (23% of the section changed)

1 unchanged sentence

Through our subsidiaries, we serve the electric utility infrastructure, commercial and industrial construction markets.

Our operations are currently conducted through wholly owned subsidiaries, including:

Harlan Electric Company;

Great Southwestern Construction, Inc.;

Sturgeon Electric Company, Inc.;

MYR Energy Services, Inc.;

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;

Huen Electric, Inc.

and CSI Electrical Contractors, Inc.

We primarily provide electrical construction services through a network of local offices located throughout the United States and western Canada.

Our operations are currently conducted through wholly owned subsidiaries.

We primarily provide electrical construction services through a network of local offices located throughout the United States and 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.

2 unchanged sentences

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.

Through our subsidiaries, we are a leading specialty contractor serving the electric utility infrastructure, commercial and industrial construction markets in the United States and Canada.

We manage and report our operations through two electrical contracting service segments:

1 unchanged sentence

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 transmission and distribution industry since 1891.

Transmission and Distribution segment.

We have operated in the transmission and distribution 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.

3 unchanged sentences

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 commercial and industrial construction since 1912.

Commercial and Industrial segment.

We have provided electrical contracting services for commercial and industrial 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.

27 unchanged sentences

• 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.

On occasion, 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.

Fixed-price and unit-price contracts typically have higher potential margins;

13 unchanged sentences

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.

Many of our contracts, including MSAs, are open to bidding 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.

33 unchanged sentences

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.”

See “Item 1A.

Risk Factors — Our industry is highly competitive.”

T&D Competition

1 unchanged sentence

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., Michels Corporation, Pike Corporation, Power Line Services, Inc., Primoris Services Corporation and Quanta Services, Inc.

Elliot Company, Inc., MasTec, 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, availability of qualified labor, scope of typical transmission projects and technical, managerial and supervisory skills necessary to complete the job.

12 unchanged sentences

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.

Since C&I construction typically involves the purchase of materials, the financial resources to procure the required materials and equipment of a particular project may impact the competition that we encounter.

We differentiate ourselves from our competitors by bidding for larger and more technically complex projects, which we believe many of our smaller competitors may not be capable of executing effectively or profitably.

11 unchanged sentences

The ability to post bonds provides us with a competitive advantage over smaller or less financially secure competitors.

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.

From time to time we guarantee the obligations of our 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 subsidiaries, which reduces the borrowing availability under our credit facility.

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.

18 unchanged sentences

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.

There can be no assurance as to the accuracy of our current estimates of customer requirements, 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 estimate of 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:

7 unchanged sentences

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, 2020 included our proportionate share of unconsolidated joint venture backlog totaling $24.8 million.

Our backlog as of December 31, 2021 and 2020 included our proportionate share of unconsolidated joint venture backlog totaling $5.4 million and $24.8 million, respectively.

Trade Names and Intellectual Property

12 unchanged sentences

MYR Transmission Services Canada, Ltd.;

Northern Transmission Services, Ltd and Western Pacific Enterprises Ltd.

Northern Transmission Services, Ltd;

Western Pacific Enterprises Ltd;

Powerline Plus Ltd.

and PLP Redimix Ltd.

We do not generally register our trade names, but instead rely on statutory and common law protection.

5 unchanged sentences

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, that are staffed with over 150 mechanics and equipment managers who service our fleet.

We operate a centralized fleet facility, as well as numerous regional maintenance shops throughout the United States, that are staffed with over 150 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 ship equipment long distances for repair and dependence on third party maintenance providers.

10 unchanged sentences

Our operations are subject to various laws and regulations including:

• licensing, permitting and inspection requirements applicable to electricians and engineers;

• licensing, permitting and inspection requirements applicable to contractors, electricians and engineers;

• regulations relating to worker safety and environmental protection;

45 unchanged sentences

Approximately 92% 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.

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.

Information about our Executive Officers

March 3, 2021

February 23, 2022

Swartz 58 President and Chief Executive Officer

3 unchanged sentences

Waneka 60 Senior Vice President, Chief Operating Officer C&I

Swartz was appointed president and chief executive officer on January 1, 2017 and has served as a member of our board of directors since April 2019.

Prior to his current role, he served as executive vice president and chief operating officer from September 2016 to December 2016 and as senior vice president and chief operating officer from May 2011 to September 2016.

Swartz served as senior vice president from August 2009 to May 2011, and as a group vice president from 2004 to 2009.

Swartz was appointed president and chief executive officer in January 2017 and has served as a member of our board of directors since April 2019.

Prior to his current role, he served as executive vice president and chief operating officer of MYR from September 2016 to December 2016 and as senior vice president and chief operating officer of MYR from May 2011 to September 2016.

Swartz served as senior vice president of MYR from August 2009 to May 2011, and as a group vice president of MYR from 2004 to 2009.

Prior to becoming a group vice president, Mr.

2 unchanged sentences

Johnson has served as senior vice president, chief financial officer since October 2015.

From October 19, 2015 to November, 2020, she also served as treasurer.

From October 2015 to November 2020, she also served as our treasurer.

Prior to joining us, Ms.

8 unchanged sentences

Johnson served as a member of our board of directors from 2007 until accepting her current position with us in 2015.

Johnson also currently serves on the board of directors of Atkore International Group Inc., a publicly-traded manufacturer of electrical products company.

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 from August 2013 to December 2016.

Cooper served as group vice president, east from 2009 to 2013 and vice president T&D, east from 2006 to 2009.

Johnson also currently serves on the board of directors of Atkore Inc., a publicly-traded manufacturer of electrical products company.

Cooper was appointed senior vice president and chief operating officer T&D in January 2017.

Prior to his current role, he served as senior vice president of MYR from August 2013 to December 2016.

Cooper served as group vice president, east of MYR from 2009 to 2013 and vice president T&D, east of MYR from 2006 to 2009.

Cooper has held a number of additional positions since joining us in 1989, including business development manager, regional manager, district manager, and estimator.

Fry joined us as vice president, chief legal officer and secretary on January 21, 2019.

Fry joined us as vice president, chief legal officer and secretary in January 2019.

Prior to joining us, Mr.

3 unchanged sentences

Fry worked for American Tank & Vessel, Inc., a specialty engineering and construction company, in various roles from 2006 to 2012, ultimately serving as their general counsel.

Waneka was appointed senior vice president and chief operating officer C&I on January 1, 2017.

Waneka was appointed senior vice president and chief operating officer C&I in January 2017.

Prior to his current role, he served as president of our subsidiary company, Sturgeon Electric Company, Inc., from February 2015 to December 2016.

Waneka served as group vice president, C&I from 2014 to 2015 and vice president, C&I from 2009 to 2014.

Waneka served as group vice president, C&I of MYR from 2014 to 2015 and vice president, C&I of MYR from 2009 to 2014.

Waneka has held a number of additional positions since joining the Company in 1991, including regional manager, director business development and district manager.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business