What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-28 · 131 added, 110 removed, 1107 unchanged (18% of the section changed)

56 unchanged sentences

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of estimated costs to complete and variable consideration for fixed price construction contracts

communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of estimated costs to complete and variable consideration for fixed price construction contracts, including changes to estimates

As described in Note 1 of the Company’s consolidated financial statements, Organization, Business, and Significant Accounting Policies, and Note 12, Revenue Recognition, the Company recognizes revenue on fixed price construction projects over time using the cost-to-cost method, which measures the progress as the ratio of actual contract costs incurred to date to the estimated costs at completion.

The amount of contract revenues and gross profit recognized on fixed price construction contracts is dependent on the contract price, the actual contract costs incurred, and the forecasted contract revenues and contract costs for construction projects.

The recognition of revenue on fixed price construction contracts involves significant estimates due to the unique complexities of each construction project, uncertainty about estimates of costs to complete, and uncertainty in the outcome of discussions with customers on the valuation of change orders and claims.

The Company measures progress towards completion using the cost-to-cost method, which measures the progress as the ratio of actual contract costs incurred to date to the estimated costs at completion.

The recognition of revenue on fixed price construction contracts involves significant estimates due to the unique complexities of each construction project, uncertainty about estimates of costs to complete which can include unforeseen delays or construction complications, and uncertainty in the outcome of discussions with customers on the valuation of change orders and claims.

The Company recognizes revenue related to change orders only when it is probable that the change order will result in an addition to contract value and can be reliably estimated.

1 unchanged sentence

The Company recognizes these estimated amounts of variable consideration in transaction price to the extent that it is probable there will not be a significant reversal of revenue.

We identified auditing management’s estimates of variable consideration for change orders and claims and estimated costs to complete on select fixed price construction contracts to be a critical audit matter.

The critical audit matter relates to select fixed price construction contracts, based on the magnitude of estimated costs to complete and the stage of completion of the contract.

These estimates require management to make assumptions about future events and, as a result, a high degree of auditor judgment is involved in auditing these estimates.

Due to the factors above, auditing management’s estimates of costs to complete and variable consideration required extensive audit procedures.

The Company reviews and revises, as needed, the estimated costs to complete and variable consideration for fixed price construction contacts while contracts are in process and through the date of contract completion.

We identified auditing management’s estimates of variable consideration for change orders and claims, management’s estimates of costs to complete, and management’s assessment of changes to estimates of costs to complete on select fixed price construction contracts to be a critical audit matter.

The critical audit matter relates to select fixed price construction contracts based on the magnitude of estimated costs to complete, the magnitude of variable consideration for change orders and claims, the stage of completion of the contract, and the significance of any changes to estimates of costs to complete.

Estimates of variable consideration for change orders and claims and estimated costs to complete, including changes to estimates, require management to make assumptions about future events and, as a result, a high degree of auditor judgment is involved in auditing these estimates.

Due to the factors above, auditing management’s estimates of costs to complete, variable consideration, and changes to estimates of costs to complete required extensive audit effort.

Our audit procedures to address the critical audit matter included the following:

– Tested the design, implementation, and operating effectiveness of controls that are designed to address the reasonableness of estimates of costs to complete contracts and estimates of variable consideration recognized on contracts;

– Tested the design, implementation, and operating effectiveness of controls that are designed to address the reasonableness of estimates of costs to complete contracts, estimates of variable consideration recognized on contracts, and changes to estimated costs to complete;

– Evaluated the reasonableness of management’s estimates of cost to complete for a sample of fixed price construction contracts through testing the key components of the estimated costs to complete, including materials, labor, and subcontractor costs;

4 unchanged sentences

– Performed retrospective review procedures to assess management’s historical ability to accurately estimate the transaction price and cost to complete of construction contracts;

– Obtained and evaluated evidence that changes to estimates of costs to complete contracts were recorded in the appropriate period.

/s/ Crowe LLP

We have served as the Company’s auditor since 2017.

Oak Brook, Illinois

Oakbrook Terrace, Illinois

February 26, 2025

19 unchanged sentences

Receivable for insurance claims in excess of deductibles 34,553 33,739

Deferred income taxes 5,734 —

Investment in joint venture 3,730 8,707

51 unchanged sentences

Net income $ 30,263 $ 90,990 $ 83,381

net loss attributable to noncontrolling interest — — ( 4 )

Net income attributable to MYR Group Inc.

$ 90,990 $ 83,381 $ 85,010

Income per common share attributable to MYR Group Inc.:

Income per common share:

– Basic $ 1.84 $ 5.45 $ 4.98

8 unchanged sentences

Total comprehensive income $ 21,492 $ 93,410 $ 76,908

net loss attributable to noncontrolling interest — — ( 4 )

Total comprehensive income attributable to MYR Group Inc.

$ 93,410 $ 76,908 $ 85,160

The accompanying notes are an integral part of these Financial Statements.

4 unchanged sentences

Other Comprehensive Income (Loss) Retained

Shareholders’ Equity Noncontrolling

Interest Total

Earnings Total

(in thousands) Shares Amount

4 unchanged sentences

Shares repurchased related to tax withholding for stock-based compensation — ( 69 ) — ( 6,124 ) — ( 667 ) ( 6,791 )

Other comprehensive income — — — — 150 — 150 — 150

Stock issued – other — 1 — 12 — — 12 — 12

Settlement of stock repurchase program — ( 442 ) ( 5 ) ( 4,163 ) — ( 32,813 ) ( 36,981 )

Other comprehensive loss — — — — ( 6,473 ) — ( 6,473 )

Balance at December 31, 2022 — 16,564 165 161,427 ( 6,300 ) 404,908 560,200

4 unchanged sentences

Settlement of stock repurchase program — ( 26 ) — ( 241 ) — ( 2,627 ) ( 2,868 )

Other comprehensive loss — — — — ( 6,473 ) — ( 6,473 ) — ( 6,473 )

Other comprehensive income — — — — 2,420 — 2,420

Balance at December 31, 2023 — 16,684 167 162,386 ( 3,880 ) 492,529 651,202

4 unchanged sentences

Settlement of stock repurchase program — ( 643 ) ( 6 ) ( 6,273 ) — ( 68,721 ) ( 75,000 )

Other comprehensive income — — — — 2,420 — 2,420 — 2,420

Other comprehensive loss — — — — ( 8,771 ) — ( 8,771 )

Balance at December 31, 2024 $ — 16,122 $ 161 $ 159,133 $ ( 12,651 ) $ 453,717 $ 600,360

41 unchanged sentences

Effect of exchange rate changes on cash ( 1,381 ) 339 ( 3,538 )

Net increase (decrease) in cash and cash equivalents ( 26,141 ) ( 31,052 ) 59,424

Net decrease in cash and cash equivalents ( 21,435 ) ( 26,141 ) ( 31,052 )

Cash and cash equivalents:

52 unchanged sentences

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.

As of December 31, 2024 and 2023, the Company recognized revenues related to significant variable consideration of $ 29.9 million and $ 76.5 million, respectively.

Some of the Company’s contracts may have contract terms that include variable consideration such as safety or performance bonuses or liquidated damages.

4 unchanged sentences

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.

The Company often enters into contracts that contain liquidated damage clauses.

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.

4 unchanged sentences

Historically, warranty claims have not been material to the Company.

Based on the Company’s estimates, as of December 31, 2024, the Company recorded warranty reserves of $ 3.4 million and as of December 31, 2023, warranty reserves were no t significant.

Settlements on warranty claims during the years ended December 31, 2024, 2023 and 2022 were no t significant.

Total revenues do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting sales taxes.

6 unchanged sentences

If an investment in a joint venture contains a recourse or unfunded commitment to provide additional equity, distributions and/or losses in excess of the investment a liability is recorded in other current liabilities on the Company’s 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 typically recorded by the Company one month in arrears.

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.

10 unchanged sentences

Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on short-term monetary assets and liabilities, and intercompany loans that are not deemed long-term investment accounts are recorded in the “other income (expense), net” line on the Company’s consolidated statements of operations.

Foreign currency gains or losses, recorded in other income (expense), net, for the year ended December 31, 2023 and 2022, were no t significant, and losses were $ 0.1 million for the year ended December 31, 2021.

Foreign currency losses recorded in other income (expense), net, for the years ended December 31, 2024, 2023 and 2022 were $ 1.4 million, $ 0.1 million and $ 0.2 million, respectively.

Foreign currency translation gains and losses, arising from intercompany loans that are deemed long-term investment accounts, are recorded in the foreign currency translation adjustment line on the Company’s consolidated statements of comprehensive income.

2 unchanged sentences

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, acquisition-related contingent earn-out consideration liabilities, the recoverability of goodwill and intangibles and allowance for doubtful accounts.

The most significant estimates are related to estimates of costs to complete on contracts, variable consideration inclusive of pending change orders and claims, shared savings, insurance reserves, income tax reserves, estimates surrounding stock-based compensation, acquisition-related contingent earn-out consideration liabilities, the recoverability of goodwill and intangibles and allowance for doubtful accounts.

The Company estimates a cost accrual every period that represents costs incurred but not invoiced for services performed or goods delivered during the period, and estimates revenue from the contract cost portion of these accruals based on current gross margin rates to be consistent with its cost method of revenue recognition.

4 unchanged sentences

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, 2023, changes in estimates pertaining to certain projects decreased consolidated gross margin by 1.7 %, which resulted in decreases in operating income of $ 62.2 million, net income of $ 43.6 million and diluted earnings per common share attributable to MYR Group Inc.

During the year ended December 31, 2024, changes in estimates pertaining to certain projects decreased consolidated gross margin by 4.4 %, which resulted in decreases in operating income of $ 146.5 million, net income of $ 96.9 million and diluted earnings per common share of $ 5.86 .

The estimates are reviewed and revised quarterly, as needed.

Additional discussion on the impact of these estimate changes can be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

During the year ended December 31, 2022, changes in estimates pertaining to certain projects decreased consolidated gross margin by 0.4 %, which resulted in decreases in operating income of $ 9.8 million, net income of $ 6.9 million and diluted earnings per common share attributable to MYR Group Inc.

During the year ended December 31, 2021, changes in estimates pertaining to certain projects increased consolidated gross margin by 0.4 %, which resulted in increases in operating income of $ 9.2 million, net income attributable to MYR Group Inc.

of $ 6.6 million and diluted earnings per common share attributable to MYR Group Inc.

Advertising costs are expensed when incurred.

15 unchanged sentences

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.

Under the treasury stock method, basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding during the period.

Diluted earnings per share are computed by dividing net income 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

28 unchanged sentences

These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities, vehicles and equipment rather than purchasing them.

The Company’s leases have remaining terms ranging from one to ten years , some of which may include options to extend the leases for up to six years , and some of which may include options to terminate the leases within one year .

The Company’s leases have remaining terms ranging from less than one to nine years , some of which may include options to extend the leases for up to ten years , and some of which may include options to terminate the leases within one year .

Currently, all the Company’s leases contain fixed payment terms.

14 unchanged sentences

Generally, for the Company’s finance leases an implicit rate to calculate present value is provided in the lease agreement.

However, if a rate in not provided the Company determines this rate by estimating the Company’s incremental borrowing rate, utilizing the borrowing rates associated with the Company’s various debt instruments.

However, if a rate is not provided the Company determines this rate by estimating the Company’s incremental borrowing rate, utilizing the borrowing rates associated with the Company’s various debt instruments.

Operating Right-of-Use Leases.

16 unchanged sentences

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.

A qualitative assessment considers financial, industry, segment and macroeconomic factors, if the qualitative assessment indicates a potential for impairment, a quantitative assessment is performed to determine if impairment exists.

A qualitative assessment considers financial, industry, segment and macroeconomic factors.

If the qualitative assessment indicates a potential for impairment, a quantitative assessment is performed to determine if impairment exists.

The quantitative assessment begins with a comparison of the fair value of the reporting unit or intangible asset with its carrying value.

13 unchanged sentences

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, 2023 and 2022, none of the Company’s customers individually exceeded 10.0% of accounts receivable.

As of December 31, 2024, one customer individually exceeded 10.0% of accounts receivable with approximately 11.3 % of the total accounts receivable amount (excluding the impact of allowance for doubtful accounts).

As of December 31, 2023, none of the Company’s 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.

1 unchanged sentence

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.

Canadian Emergency Wage Subsidy (CEWS)

In 2020 and 2021, certain C&I segment Canadian operations of the Company qualified for and applied for a wage subsidy under the Canada Emergency Wage Subsidy (“CEWS”) program.

Payroll subsidies received under CEWS totaled $ 2.3 million and were initially recorded in the "other current liabilities" line on the Company’s consolidated balance sheets.

Once the qualification criteria was met in 2022, these funds were recorded to the “ other income (expense) , net” line on the Company’s consolidated statements of operations.

The Company does not have any outstanding applications for further government assistance.

Recent Accounting Pronouncements

2 unchanged sentences

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 will have minimal impact on its Financial Statements when adopted.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

1 unchanged sentence

Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant reportable segment expenses and other disclosure requirements.

The update is effective for annual reporting periods beginning after December 15, 2023, with early adoption permitted.

The guidance requires application on a retrospective basis.

The Company is currently evaluating the impact of the new standard on its consolidated financial statements and disclosures.

The Company has adopted this ASU enhancing our segment disclosures.

See Note 7–Segment Reporting for further information related to the Company’s segments.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

5 unchanged sentences

The Company is currently evaluating the impact of the new standard on the Company’s income tax disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expenses in the notes of the financials, to provide enhanced transparency into the expense captions presented on the face of the income statement.

The guidance will require disclosure of certain costs and expenses on an interim and annual basis in the notes to the consolidated financial statements.

The update is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendments in this pronouncement should be applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.

Powerline Plus Ltd

6 unchanged sentences

As of the acquisition date, the fair value of the contingent earn-out consideration was $ 0.9 million.

As of December 31, 2023 and 2022, the fair value of the contingent earn-out consideration was zero and $ 0.2 million, respectively.

The future payout of the contingent earn-out consideration, if any, is unlimited and could be significantly higher than the acquisition date fair value.

If the minimum thresholds of the performance targets are achieved the contingent earn-out consideration payment will be approximately $ 17.0 million.

Changes in contingent earn-out consideration, subsequent to the acquisition, of approximately $ 0.2 million and $ 0.7 million were recorded in other income, for the year ended December 31, 2023 and 2022, respectively.

As of December 31, 2024 and 2023, the fair value of the contingent earn-out consideration was zero .

The minimum thresholds of the performance targets were not achieved, and therefor no future payout of contingent earn-out consideration is necessary.

Changes in contingent earn-out consideration, subsequent to the acquisition, of zero , $ 0.2 million and $ 0.7 million were recorded in other income, for the years ended December 31, 2024, 2023 and 2022, respectively.

The results of the Powerline Plus Companies are included in the Company’s consolidated financial statements beginning on the transaction date.

2 unchanged sentences

Unfavorable changes in contract estimates, such as modified costs to complete or change order recognition, will result in changes to these margin guarantee estimates.

No changes in margin guarantee adjustments on contracts, subsequent to the acquisition, have been recorded for the year ended December 31, 2023 and 2022.

Future margin guarantee adjustments, if any, will be recognized in other income in 2024.

No changes in margin guarantee adjustments on contracts, subsequent to the acquisition, have been recorded for the years ended December 31, 2024, 2023 and 2022.

No margin guarantee adjustments will be recognized in other income in 2025.

The following table summarizes the allocation of the opening balance sheet as of the date of the Powerline Plus Companies acquisition:

81 unchanged sentences

These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities, vehicles and equipment rather than purchasing them.

Currently, all the Company’s leases contain fixed payment terms.

1 unchanged sentence

Additionally, all of the Company's month-to-month leases are cancelable, by the Company or the lessor, at any time and are not included in our right-of-use asset or liability.

At December 31, 2023, the Company had several leases with residual value guarantees.

At December 31, 2024 and 2023, the Company had several leases with residual value guarantees.

Typically, the Company has purchase options on the equipment underlying its long-term leases and many of its short-term rental arrangements.

194 unchanged sentences

The applicable margin is determined based on the Company’s Net Leverage Ratio (as defined in the Credit Agreement).

The Credit Agreement establishes Adjusted Term Secured Overnight Financing Rate ("SOFR") (as defined in the Credit Agreement) as the benchmark rate in replacement of LIBOR.

Letters of credit issued under the Facility are subject to a letter of credit fee of 1.25 % to 2.00 % for non-performance letters of credit or 0.625 % to 1.00 % for performance letters of credit, based on the Company’s Net Leverage Ratio.

1 unchanged sentence

The Credit Agreement restricts certain types of payments when the Company’s Net Leverage Ratio, after giving pro forma effect thereto, exceeds 2.75 .

The weighted average interest rate on borrowings outstanding on the Facility for the year ended December 31, 2023, was 7.07 % per annum.

The weighted average interest rate on borrowings outstanding on the Facility was 6.63 % and 7.07 % per annum, for the year ended December 31, 2024 and 2023, respectively.

Under the Credit Agreement, the Company is subject to certain financial covenants including a maximum Net Leverage Ratio of 3.0 and a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of 3.0 .

2 unchanged sentences

As of December 31, 2024, the Company had $ 58.4 million of borrowings outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 37.3 million, including $ 32.6 million related to the Company's payment obligation under its insurance programs and approximately $ 4.7 million related to contract performance obligations.

As of December 31, 2022, the Company had $ 12.9 million of borrowings outstanding under a previous facility and letters of credit outstanding under a previous facility of approximately $ 12.8 million, which were almost entirely related to the Company's payment obligations under its insurance programs.

The Company had remaining deferred debt issuance costs totaling $ 2.2 million as of December 31, 2023, mostly related to the Credit Agreement.

As of December 31, 2023, the Company had $ 13.2 million of borrowings outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 34.4 million, including $ 27.1 million related to the Company's payment obligation under its insurance programs and approximately $ 7.3 million related to contract performance obligations.

The Company had remaining deferred debt issuance costs related to the Facility totaling $ 1.8 million and $ 2.2 million as of December 31, 2024 and 2023, respectively.

As permitted, 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 Credit Agreement.

On May 31, 2023, the Company had remaining deferred debt issuance costs related to its previous credit agreement totaling $ 0.4 million, which is being amortized over the life of the Credit Agreement.

Equipment Notes

2 unchanged sentences

Each Equipment Note executed under the Master Loan Agreements 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, 2023, the Company had two Equipment Notes outstanding under the Master Loan Agreements that are collateralized by equipment and vehicles owned by the Company.

As of December 31, 2024, the Company had one Equipment Note outstanding under the Master Loan Agreements that is collateralized by equipment and vehicles owned by the Company.

As of December 31, 2024, the Company had one other equipment note outstanding that is collateralized by a vehicle owned by the Company.

The following table sets forth our remaining principal payments for the Company’s outstanding Equipment Note as of December 31, 2023:

The following table sets forth our remaining principal payments for the Company’s outstanding equipment notes as of December 31, 2024:

(in thousands)

10 unchanged sentences

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.

On occasion, time-and-equipment, time-and-materials and cost-plus contracts require the Company to include a guarantee not-to-exceed a maximum price.

Historically, fixed-price and unit-price contracts have had the highest potential margins;

80 unchanged sentences

federal income tax expense 10.3 4.4 4.5

Change in valuation allowance 0.1 — —

Tax differential on foreign earnings ( 2.0 ) 0.7 0.6

4 unchanged sentences

Section 162(m) limitation 10.6 2.5 2.4

Tax credits ( 0.6 ) — —

Other income, net ( 1.6 ) — ( 0.1 )

39 unchanged sentences

Balance at beginning of period $ 417 $ 390

Gross increases in current period tax positions 54 83

Gross increases (decreases) in current period tax positions ( 122 ) 54

Reductions in tax positions due to lapse of statutory limitations ( 30 ) ( 27 )

3 unchanged sentences

The liability for unrecognized tax benefits, including accrued interest and penalties, was included in other liabilities on 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, 2023, 2022 and 2021.

The amount of interest and penalties charged or credited to income tax expense as a result of the unrecognized tax benefits was no t significant in the years ended December 31, 2024, 2023 and 2022.

Commitments and Contingencies

51 unchanged sentences

Stock Options

The Company has not awarded any stock options since 2013.

The Company has not awarded any stock options since 2013, and in 2023 the Company's final outstanding and exercisable options were exercised or expired.

Stock options granted to the Company’s employees or directors were granted with an exercise price equal to the market price of the Company’s stock on the date of grant.

1 unchanged sentence

All stock options were fully expensed as of December 31, 2016.

Following is a summary of stock option activity for the three-year period ended December 31, 2023:

Following is a summary of stock option activity for the two-year period ended December 31, 2023:

Options Weighted-

10 unchanged sentences

Outstanding and Exercisable at December 31, 2023 — $ — 0.0 years $ —

Exercised ( 827 ) $ 24.68

Expired ( 42 ) $ 24.68

Outstanding and Exercisable at December 31, 2023 — $ — 0.0 years $ —

During the years ended December 31, 2023, 2022 and 2021, the intrinsic value of stock options exercised was $ 0.1 million, $ 0.1 million and $ 1.2 million, respectively.

During the years ended December 31, 2023 and 2022, the intrinsic value of stock options exercised was $ 0.1 million.

Time-Vested Stock Awards

25 unchanged sentences

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 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 certain financial and other 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.

12 unchanged sentences

Granted at target 31,603 $ 118.82

Earned for performance above target 58,461 $ 40.41

Adjusted for performance above target 78,684 $ 34.10

Vested ( 157,368 ) $ 34.10

2 unchanged sentences

Granted at target 32,994 $ 136.54

Earned for performance above target 78,684 $ 34.10

Adjusted for performance above target 38,916 $ 80.07

Vested ( 77,832 ) $ 80.07

2 unchanged sentences

Granted at target 29,566 $ 197.89

Earned for performance above target 38,916 $ 80.07

Adjusted for performance below target ( 3,923 ) $ 148.83

Vested ( 23,323 ) $ 118.75

52 unchanged sentences

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 five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan years ended March 31, 2023, 2022 and 2021, in the National Electrical Benefit Fund’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan years ended December 31, 2022, and in the IBEW local 769 Management Pension Plan A’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan years ended June 30, 2022, 2021 and 2020.

Another of the company’s subsidiaries was listed in the Southern California IBEW-NECA Pension Trust Fund Plan’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan year ended June 30, 2022, 2021 and 2020, and in the IBEW Local 332 Pension Plan Part A’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan years ended December 31, 2022.

One of the Company’s subsidiaries was listed in the Eighth District Electrical Pension Fund’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan years ended March 31, 2024, 2023 and 2022, in the National Electrical Benefit Fund’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan years ended December 31, 2023 and 2022, and in the IBEW local 769 Management Pension Plan A’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan years ended June 30, 2023, 2022 and 2021.

Another of the company’s subsidiaries was listed in the Southern California IBEW-NECA Pension Trust Fund Plan’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan year ended June 30, 2023, 2022 and 2021, and in the IBEW Local 332 Pension Plan Part A’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan years ended December 31, 2023 and 2022.

The Company also had a subsidiary that was listed in the Laborers Local Union 158 Pension Fund's Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan year ended December 31, 2023.

Segment Information

1 unchanged sentence

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 and management fees.

Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s CODM is the Chief Executive Officer.

For the CODM’s primary allocation of resources and performance assessment, he receives revenue and income for operations, by segment and excluding general corporate expenses, over multiple time periods, along with a comparison to the corresponding budgeted and prior year totals.

General corporate expenses include corporate facility and staffing costs, which includes safety costs, professional fees, IT expenses and certain management fees.

The CODM also considers many other factors, such as contract terms, individual project performance, project location and other items when determining performance measurement and resource allocation.

Transmission and Distribution:

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T&D services include the construction and maintenance of high voltage transmission lines, substations and lower voltage underground and overhead distribution systems, clean energy projects and electric vehicle charging infrastructure.

The T&D segment also provides emergency restoration services in response to hurricane, wildfire, ice or other damage.

The T&D segment also provides emergency restoration services.

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.

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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:

The information in the following tables are derived from the segment’s internal financial reports used for corporate management purposes:

For the Year ended December 31, 2024

(in thousands) 2023 2022 2021

(in thousands) T&D C&I General Corporate Consolidated

Contract revenues $ 1,880,501 $ 1,481,789 $ — $ 3,362,290

T&D $ 2,089,196 $ 1,745,792 $ 1,301,587

C&I 1,554,709 1,262,750 1,196,702

Operating costs (1)

1,811,127 1,433,748 63,333 3,308,208

Income from operations 69,374 48,041 ( 63,333 ) 54,082

T&D $ 149,703 $ 138,886 $ 132,738

C&I 45,889 43,159 54,418

General Corporate ( 66,499 ) ( 67,138 ) ( 68,596 )

Other income (expense):

Interest income 415

Interest expense ( 6,525 )

Other income (expense), net ( 1,479 )

Income before provision for income taxes 46,493

Income tax expense 16,230

Net income $ 30,263

For the Year ended December 31, 2023

(in thousands) T&D C&I General Corporate Consolidated

Contract revenues $ 2,089,196 $ 1,554,709 $ — $ 3,643,905

Operating costs (1)

1,939,493 1,508,820 66,499 3,514,812

Income from operations 149,703 45,889 ( 66,499 ) 129,093

Other income (expense):

Interest income 888

Interest expense ( 4,939 )

Other income (expense), net ( 38 )

Income before provision for income taxes 125,004

Income tax expense 34,014

Net income $ 90,990

For the Year ended December 31, 2022

(in thousands) T&D C&I General Corporate Consolidated

Contract revenues $ 1,745,792 $ 1,262,750 $ — $ 3,008,542

Operating costs (1)

1,606,906 1,219,591 67,138 2,893,635

Income from operations 138,886 43,159 ( 67,138 ) 114,907

Other income (expense):

Interest income 187

Interest expense ( 3,563 )

Other income (expense), net 2,673

Income before provision for income taxes 114,204

Income tax expense 30,823

Net income $ 83,381

(1) Operating costs include T&D, C&I and general corporate portion of contract costs, selling, general and administrative expenses, amortization of intangible assets and gain on sale of property and equipment.

The expenses found in these other segment items are generally viewed as operating costs by the CODM and are not considered individually significant segment reporting items.

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.

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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.

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:

Under the treasury stock method, basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding during the period.

Net income and the weighted average number of common shares used to compute basic and diluted earnings per share was as follows:

For the Year ended December 31,

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Net income $ 30,263 $ 90,990 $ 83,381

net loss attributable to noncontrolling interest — — ( 4 )

Net income attributable to MYR Group Inc.

$ 90,990 $ 83,381 $ 85,010

Weighted average common shares outstanding 16,467 16,682 16,760

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Weighted average common shares outstanding, diluted 16,526 16,837 16,980

Net income per share attributable to MYR Group Inc.:

Net income per share:

Basic $ 1.84 $ 5.45 $ 4.98

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For the years ended December 31, 2024, 2023 and 2022, certain common stock equivalents were excluded from the calculation of dilutive securities because their inclusion would have been anti-dilutive.

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 performance awards that were excluded from the calculation of dilutive securities:

The following table summarizes the shares of common stock underlying the Company’s unvested time-vested stock awards and performance awards that were excluded from the calculation of dilutive securities:

(in thousands) 2024 2023 2022

Time-vested stock awards 35 — —

Performance awards 30 13 13

Share Repurchase Program

On November 1, 2023, the Company announced that its Board of Directors had authorized a new $ 75.0 million share repurchase program (the "Repurchase Program") which became effective on November 9, 2023.

The Repurchase Program will expire on May 8, 2024, or when the authorized funds are exhausted, whichever is earlier.

The Company’s prior $ 75.0 million repurchase program that commenced on May 9, 2023 expired on November 8, 2023.

On May 6, 2024, the Company announced that its Board of Directors had authorized a new $ 75.0 million share repurchase program (the "Repurchase Program") which became effective on May 9, 2024.

The Repurchase Program expired on November 8, 2024.

The Company’s prior $ 75.0 million repurchase program that commenced on November 9, 2023 expired on May 8, 2024.

During 2024 the Company repurchased 643,549 shares of its common stock under multiple repurchase programs at a weighted-average price of $ 116.54 per share.

During 2023 the Company repurchased 25,042 shares of its common stock under multiple repurchase programs at a weighted-average price of $ 114.55 per share.

All of the shares repurchased were retired.

The shares repurchased resulted in no change to authorized shares and an increase to unissued shares.

As of December 31, 2023, the Company had $ 72.5 million of remaining availability to repurchase shares of the Company’s common stock under the Repurchase Program.

As of December 31, 2024, the Company had exhausted substantially all of the funds available to repurchase shares of the Company’s common stock under the Repurchase Program.

During 2024 and 2023, the Company repurchased 36,397 and 76,150 shares of stock, respectively, for approximately $ 5.9 million and $ 7.9 million, respectively, from its employees to satisfy tax obligations on shares vested under the LTIP.

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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 8. Financial Statements and Supplementary Data