10-K: MYR Group Inc. Details Securities Registered Under Exchange Act in 10-K Filing

• MYR Group Inc. is authorized to issue 100,000,000 shares of common stock and 4,000,000 shares of preferred stock, both with a par value of $0.01 per share.
• Each share of common stock entitles the holder to one vote on all matters, including the election of directors.
• The board of directors is authorized to issue preferred stock with varying rights and preferences, which could potentially be used to discourage takeover attempts.
• The company is subject to Delaware General Corporation Law (DGCL) Section 203, which regulates business combinations with interested stockholders.
• Amendments to the company's Restated Certificate of Incorporation were approved in 2023 to phase out the classified board of directors by 2026.
• Special meetings of stockholders can be called by the chairman, president, any vice president, the secretary, the board, or stockholders owning a majority of the outstanding voting stock.
• Stockholder action by written consent is not permitted; actions must be taken at a duly called meeting.
• The bylaws contain advance notice procedures for stockholder proposals and director nominations.
• The document also includes details about the company's operations, including its two segments: Transmission and Distribution (T&D) and Commercial and Industrial (C&I).
• The company's top 10 customers accounted for 37.9% of revenues in 2023.
• Fixed-price contracts accounted for 65.2% of total revenue in 2023.
• As of December 31, 2023, the company had approximately $2.44 billion in original face amount of bonds outstanding.
• The company's estimated backlog was $2.51 billion as of December 31, 2023.
• The company had approximately 9,000 employees as of December 31, 2023, with 84% of craft employees being union members.

Score: 6

Explanation: The document presents a mixed sentiment. While the company shows growth in revenue and net income, there are concerns about decreasing gross margins, competitive pressures, and potential risks. The outlook is cautiously optimistic, but the company acknowledges challenges ahead.

• The company has a strong history in the T&D industry, dating back to 1891.
• MYR Group has long-standing relationships with many of its customers.
• The company has a centralized fleet facility, which helps to reduce repair costs and downtime.
• The company has a strong balance sheet and a good relationship with its sureties, enhancing its ability to obtain bonds.
• The company has a diverse customer base in both the T&D and C&I segments.
• The company is a final-stage manufacturer for several configurations of its specialty vehicles, reducing reliance on suppliers.

• The company's business is highly competitive in both the T&D and C&I segments.
• The company's contracts can be terminated by customers on short notice, typically 30 to 90 days.
• Fixed-price contracts, while having higher potential margins, also carry a greater risk of cost overruns.
• The company's backlog may not accurately represent future revenue.
• The company is subject to various laws and regulations, including environmental and safety regulations, which could result in fines or penalties.
• The company's operations are subject to seasonal variations and weather conditions.

• The company's operating results may vary significantly from period to period due to the cyclical nature of the business and seasonal variations.
• The company faces intense competition from both small local firms and large national competitors.
• Negative economic conditions, including tariffs and recessionary conditions, could adversely impact customer spending.
• The company may be unsuccessful in generating internal growth or integrating acquisitions.
• Project performance issues, including those caused by third parties, could result in additional costs or delays.
• The company may be unable to attract and retain qualified personnel.
• The timing of new contracts and termination of existing contracts may result in unpredictable fluctuations in cash flows.
• The company may be subject to lawsuits or indemnity claims.
• Backlog may not be realized or may not result in profits.
• Insurance coverage may not be sufficient to cover all claims or losses.
• Operating in the Canadian market exposes the company to various risks, including currency fluctuations.
• Changes in tax laws could materially impact the company's income tax liabilities.
• The company is exposed to potential liability for warranty claims and faulty engineering.
• Pandemic outbreaks of disease could have an adverse impact on the company's business.
• The company's dependence on suppliers, subcontractors, and equipment manufacturers exposes it to risk of loss.
• The company's participation in joint ventures may expose it to liability for failures of its partners.
• Legislative or regulatory actions relating to electricity transmission and clean energy may impact demand for the company's services.
• The company may incur liabilities and suffer negative impacts relating to occupational health and safety matters.
• Failure to comply with environmental laws could result in significant liabilities.
• The company is subject to risks associated with climate change, including extreme weather events.
• The company's use of percentage-of-completion accounting could result in a reduction or reversal of previously recognized revenues and profits.
• The company's actual costs may be greater than expected in performing fixed-price and unit-price contracts.
• The company may not be able to obtain necessary bonds, letters of credit, or other financial assurances.
• Work stoppages or other labor issues with the company's unionized workforce could adversely affect its business.
• The company may be subject to unionization attempts.
• Multiemployer pension plan obligations could adversely impact the company's earnings.
• The company relies on information, communications, and data systems, which may be subject to failures, interruptions, or breaches.
• The company may be subject to increased governmental regulation applicable to government contracts.

The company is optimistic about infrastructure spending and believes related investment activity will continue to positively impact both its T&D and C&I markets for the foreseeable future. However, the company expects its financial results to continue to be affected by delays and cost volatility through 2024 due to supply chain disruptions, inflationary pressures, tariffs and regulatory slowdowns.

• Management believes that regulatory reform, state clean energy portfolio standards, the aging of the electric grid, and potential overall improvement of the economy will positively impact the level of spending by our customers in all of the markets we serve.
• Management believes that legislative actions aimed at supporting infrastructure improvements in the United States may positively impact long-term demand, particularly in connection with electric power infrastructure, transportation and clean energy spending.
• Management believes there is an ongoing need for utilities to sustain investment in their transmission systems to improve reliability, reduce congestion and connect to new clean energy sources.
• Management believes there is a need for sustained investment by utilities on their distribution systems to properly maintain or meet reliability requirements.
• Management expects the long-term growth in the C&I segment to generally track the overall growth of the regions it serves.
• Management continues to implement strategies that further expand capabilities and effectively allocate capital.

The document highlights the company's position as a leading specialty contractor in the electric utility infrastructure and commercial construction markets. It also notes the cyclical nature of the industry and the impact of economic conditions on customer spending. The company's focus on clean energy projects aligns with broader industry trends towards renewable energy and grid modernization.

• MYR Group competes with a range of companies from small local firms to large national and international players, similar to other large construction and engineering firms such as Quanta Services, MasTec, and Dycom Industries.
• The company's reliance on fixed-price contracts is a common practice in the industry, but it also exposes them to risks of cost overruns, similar to other companies in the sector.
• The company's use of percentage-of-completion accounting is a standard practice in the construction industry, but it requires careful estimation of costs and revenues, which is a common challenge for companies like Granite Construction and Primoris Services.
• The company's focus on safety and quality is a key competitive factor, similar to other companies in the industry that emphasize these aspects to win contracts.
• The company's centralized fleet management is a strategy used by other large construction firms to optimize equipment utilization and reduce costs.
• The company's participation in multi-employer pension plans is a common practice in the unionized construction industry, which can create potential liabilities, similar to other companies with unionized workforces such as EMCOR Group and Comfort Systems USA.

• Shareholders: The company's performance and strategic decisions directly impact shareholder value.
• Employees: The company's ability to attract and retain qualified personnel is crucial for its success.
• Customers: The company's performance and quality of service impact customer satisfaction and future business.
• Suppliers: The company's reliance on suppliers and subcontractors creates a relationship that impacts both parties.
• Creditors: The company's financial health and ability to meet its obligations are important to creditors.

• The company plans to continue to evaluate its needs for additional equipment and tooling.
• The company will continue to manage increasing operating costs, including insurance, equipment, labor and material costs.
• The company will continue to invest in developing key management and craft personnel in both its T&D and C&I markets.
• The company will continue to implement strategies that further expand its capabilities and effectively allocate capital.

• The company is, from time to time, party to lawsuits, claims and other legal proceedings that arise in the ordinary course of business.
• 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 its financial position, results of operations, or cash flows.

• 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.

• 1995: MYR Group was established through the merger of long-standing specialty contractors.
• 2023: Shareholders approved amendments to phase out the classified board of directors.
• 2026: The board of directors is expected to be fully declassified.
• April 24, 2024: Expected date of the 2024 annual meeting of shareholders.