UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015March 31, 2016

 

OR

 

¨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 36-3158643
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer Identification No.)

 

1701 Golf Road, Suite 3-1012
Rolling Meadows, IL
(Address of principal executive offices)
 

 

60008
(Zip Code)

 

(847) 290-1891

(Registrant’s telephone number, including area code)

 

 

 

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. Yesx Noo¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yesx Noo¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filero¨ Accelerated filerx
Non-accelerated filero¨
(Do not check if a smaller reporting company)
 Smaller reporting companyo¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox

 

As of July 24, 2015,April 22, 2016, there were 21,040,21118,226,788 outstanding shares of the registrant’s $0.01 par value common stock.

 

WEBSITE ACCESS TO COMPANY’S REPORTS

 

MYR Group Inc.’s internet 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 Securities Exchange Act of 1934 (the “Exchange Act”) will be available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).

 

 

 

 

INDEX

 

 Page
Part I—Financial Information
Item 1.Financial Statements 
 Consolidated Balance Sheets Asas of June 30, 2015March 31, 2016 (unaudited) and December 31, 201420151
 Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) Forfor the Three and Six Months Ended June 30,March 31, 2016 and 2015 and 20142
 Unaudited Consolidated Statements of Cash Flows Forfor the SixThree Months Ended June 30,March 31, 2016 and 2015 and 20143
 Notes to Consolidated Financial Statements4
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations12
Item 3.Quantitative and Qualitative Disclosures About Market Risk2321
Item 4.Controls and Procedures2321
Part II—Other Information
Item 1.Legal Proceedings2322
Item 1A.Risk Factors2322
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2422
Item 3.Defaults Upon Senior Securities2422
Item 4.Mine Safety Disclosures2422
Item 5.Other Information2422
Item 6.Exhibits2423

 

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.

 

 

MYR GROUP INC.

 

CONSOLIDATED BALANCE SHEETS

 

  June 30,  December 31, 
(In thousands, except share and per share data) 2015  2014 
  (unaudited)    
ASSETS        
Current assets:        
Cash and cash equivalents $46,884  $77,636 
Accounts receivable, net of allowances of $595 and $1,179, respectively  176,446   158,101 
Costs and estimated earnings in excess of billings on uncompleted contracts  77,709   44,609 
Deferred income tax assets  12,006   11,905 
Receivable for insurance claims in excess of deductibles  11,472   12,311 
Refundable income taxes  4,050   2,059 
Other current assets  7,973   6,880 
Total current assets  336,540   313,501 
Property and equipment, net of accumulated depreciation of $164,092 and $147,956, respectively  165,871   148,654 
Goodwill  48,918   46,599 
Intangible assets, net of accumulated amortization of $3,394 and $3,227, respectively  9,698   9,865 
Other assets  1,404   1,467 
Total assets $562,431  $520,086 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
Accounts payable $90,542  $62,247 
Billings in excess of costs and estimated earnings on uncompleted contracts  36,130   38,121 
Accrued self insurance  36,474   39,480 
Other current liabilities  32,836   31,740 
Total current liabilities  195,982   171,588 
Deferred income tax liabilities  24,729   24,729 
Other liabilities  1,224   1,216 
Total liabilities  221,935   197,533 
Commitments and contingencies        
Stockholders’ equity:        
Preferred stock—$0.01 par value per share; 4,000,000 authorized shares; none issued and outstanding at June 30, 2015 and December 31, 2014      
Common stock—$0.01 par value per share; 100,000,000 authorized shares; 21,038,376 and 20,791,623 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively  208   206 
Additional paid-in capital  167,752   151,124 
Accumulated other comprehensive income  32    
Retained earnings  172,504   171,223 
Total stockholders’ equity  340,496   322,553 
Total liabilities and stockholders’ equity $562,431  $520,086 

  March 31,  December 31, 
(In thousands, except share and per share data) 2016  2015 
  (unaudited)    
ASSETS        
Current assets:        
Cash and cash equivalents $26,039  $39,797 
Accounts receivable, net of allowances of $346 and $376, respectively  172,815   187,235 
Costs and estimated earnings in excess of billings on uncompleted contracts  71,557   51,486 
Receivable for insurance claims in excess of deductibles  8,557   11,290 
Refundable income taxes  4,710   5,617 
Other current assets  6,368   7,942 
Total current assets  290,046   303,367 
Property and equipment, net of accumulated depreciation of $189,449 and $181,575, respectively  153,751   160,678 
Goodwill  47,124   47,124 
Intangible assets, net of accumulated amortization of $4,009 and $3,798, respectively  11,151   11,362 
Other assets  2,532   2,394 
Total assets $504,604  $524,925 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
         
Current maturities of long-term debt, including capital leases $129  $ 
Accounts payable  80,484   73,300 
Billings in excess of costs and estimated earnings on uncompleted contracts  44,640   40,614 
Accrued self insurance  33,589   36,967 
Other current liabilities  24,926   28,856 
Total current liabilities  183,768   179,737 
Deferred income tax liabilities  14,308   14,382 
Long-term debt, including capital leases, net of current maturities  616    
Other liabilities  894   926 
Total liabilities  199,586   195,045 
Commitments and contingencies        
Stockholders’ equity:        
Preferred stock—$0.01 par value per share; 4,000,000 authorized shares; none issued and outstanding at March 31, 2016 and December 31, 2015      
Common stock—$0.01 par value per share; 100,000,000 authorized shares; 18,878,060 and 19,969,347 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively  187   198 
Additional paid-in capital  151,950   161,342 
Accumulated other comprehensive income  35   116 
Retained earnings  152,846   168,224 
Total stockholders’ equity  305,018   329,880 
Total liabilities and stockholders’ equity $504,604  $524,925 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1

MYR GROUP INC.

 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

 Three months ended Six months ended  Three months ended 
 June 30,  June 30,  March 31, 
(In thousands, except per share data) 2015  2014  2015  2014  2016  2015 
              
Contract revenues $276,488  $228,877  $520,636  $444,515  $253,634  $244,148 
Contract costs  244,752   198,349   459,526   386,907   226,353   214,774 
Gross profit  31,736   30,528   61,110   57,608   27,281   29,374 
Selling, general and administrative expenses  18,947   18,110   37,539   34,985   23,859   18,592 
Amortization of intangible assets  84   83   167   167   211   83 
Gain on sale of property and equipment  (319)  (60)  (1,217)  (71)  (96)  (898)
Income from operations  13,024   12,395   24,621   22,527   3,307   11,597 
Other income (expense)                        
Interest income  8   30   15   33   4   7 
Interest expense  (187)  (177)  (366)  (355)  (183)  (179)
Other, net  (31)  108   (89)  162   108   (58)
Income before provision for income taxes  12,814   12,356   24,181   22,367   3,236   11,367 
Income tax expense  4,740   4,615   8,935   8,354   1,249   4,195 
Net income $8,074  $7,741  $15,246  $14,013  $1,987  $7,172 
Income per common share:                        
—Basic $0.39  $0.36  $0.73  $0.66  $0.10  $0.35 
—Diluted $0.38  $0.36  $0.72  $0.64  $0.10  $0.34 
Weighted average number of common shares and potential common shares outstanding:                        
—Basic  20,760   21,115   20,662   21,108   19,321   20,562 
—Diluted  21,215   21,631   21,135   21,600   19,634   21,052 
                        
Net income $8,074  $7,741  $15,246  $14,013  $1,987  $7,172 
Other comprehensive income:                        
Foreign currency translation adjustment  (8)     19      (81)   
Other comprehensive income (loss)  (8)     19    
Other comprehensive loss  (81)   
Total comprehensive income $8,066  $7,741  $15,265  $14,013  $1,906  $7,172 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

2

MYR GROUP INC.

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 Six months ended  Three months ended 
 June 30,  March 31, 
(In thousands) 2015  2014  2016  2015 
          
Cash flows from operating activities:                
Net income $15,246  $14,013  $1,987  $7,172 
Adjustments to reconcile net income to net cash flows provided by operating activities —                
Depreciation and amortization of property and equipment  18,152   16,103   9,705   8,881 
Amortization of intangible assets  167   167   211   83 
Stock-based compensation expense  2,716   2,197   730   1,049 
Deferred income taxes  (101)  (41)  (75)  (30)
Gain on sale of property and equipment  (1,217)  (71)  (96)  (898)
Other non-cash items  89   47   (61)  62 
Changes in operating assets and liabilities                
Accounts receivable, net  (7,683)  (3,554)  14,420   1,389 
Costs and estimated earnings in excess of billings on uncompleted contracts  (30,998)  (15,717)  (20,071)  (20,081)
Receivable for insurance claims in excess of deductibles  839   (1,350)  2,733   50 
Other assets  (3,053)  206   2,046   2,158 
Accounts payable  20,688   (6,991)  8,004   5,189 
Billings in excess of costs and estimated earnings on uncompleted contracts  (3,481)  448   4,026   (5,082)
Accrued self insurance  (2,774)  1,158   (3,378)  (951)
Other liabilities  439   (2,318)  (5,755)  2,379 
Net cash flows provided by operating activities  9,029   4,297   14,426   1,370 
Cash flows from investing activities:                
Proceeds from sale of property and equipment  1,326   182   1,032   938 
Cash paid for acquired business  (11,374)   
Purchases of property and equipment  (29,731)  (25,234)  (3,769)  (16,362)
Net cash flows used in investing activities  (39,779)  (25,052)  (2,737)  (15,424)
Cash flows from financing activities:                
Proceeds from exercise of stock options  1,519   135   104   378 
Excess tax benefit from stock-based awards  1,620   230   135   1,010 
Repurchase of common shares  (3,169)  (1,550)  (25,686)  (3,140)
Other financing activities  28   38 
Net cash flows used in financing activities  (2)  (1,147)  (25,447)  (1,752)
Net decrease in cash and cash equivalents  (30,752)  (21,902)  (13,758)  (15,806)
Cash and cash equivalents:                
Beginning of period  77,636   76,454   39,797   77,636 
End of period $46,884  $54,552  $26,039  $61,830 
        
Supplemental cash flow information:        
        
Noncash investing activities:        
Acquisition of property and equipment acquired under capital lease arrangements $745  $ 
        
Noncash financing activities:        
Share repurchases not settled $2,691  $ 
Capital lease obligations initiated  745    

 

The accompanying notes are an integral part of these consolidated financial statements.

3

MYR GROUP INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

1. Organization, Business and Basis of Presentation

Organization and Business

 

MYR Group Inc. (the “Company”) is a holding company of specialty electrical construction service providers that conducts operations through a number of 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; E.S. Boulos Company, a Delaware corporation; MYR Transmission Services, Inc., a Delaware corporation; E.S. Boulos Company, a Delaware corporation; High Country Line Construction, Inc., a Nevada corporation;MYR Group Construction Canada, Ltd., a British Columbia corporation; MYR Transmission Services Canada, Ltd., a British Columbia corporation; and Northern Transmission Services, Ltd., a British Columbia corporation.

Business

 

The Company performs construction services in two business segments: Transmission and Distribution (“T&D”), and Commercial and Industrial (“C&I”). T&D customers include electricinvestor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and private developers.other contractors. The Company 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. The Company also provides C&I electrical contracting services to propertygeneral contractors, commercial and industrial facility owners, local governments and general contractorsdevelopers in the western and northeastern United States.

Basis of Presentation

 

Interim Consolidated Financial Information

 

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company believes that the disclosures made are adequate to make the information presented not misleading. In the opinion of management all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations, comprehensive income and cash flows with respect to the interim consolidated financial statements have been included. The consolidated balance sheet as of December 31, 20142015 has been derived from the audited financial statements as of that date. The results of operations and comprehensive income are not necessarily indicative of the results for the full year or the results for any future periods. These financial statements should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2014,2015, included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 11, 2015.

Reclassification

A reclassification was made in the current year presentation of the unaudited consolidated balance sheet as of June 30, 2015. The Company adjusted the classification of the impact of shares repurchased, which had previously been recorded as a deduction to additional paid-in capital, to a deduction which was allocated between additional paid-in capital and retained earnings. As a result of this reclassification, retained earnings were reduced by $14.0 million and additional paid-in capital was increased by the same amount.3, 2016.

 

Foreign Currency Translation

 

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. Cumulative translation adjustments are included as a separate component of accumulated other comprehensive income (loss) in shareholders’ equity. Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on foreign currency denominated balances, are recorded in other, netthe “other, net” line on the consolidated statements of operations.

4

For the three months ended March 31, 2016, the Company recorded $0.2 million of foreign currency gains.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. 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 the completion percentagesestimates of costs to complete on our contracts, insurance reserves, accounts receivableincome tax reserves, estimates surrounding stock-based compensation, the recoverability of goodwill and intangibles and estimates surrounding stock-based compensation.accounts receivable reserves.

4

 

The percentage of completion method of accounting requires the Company to make estimates about the expected revenue and gross profit on each of its contracts in process. The estimates are reviewed and revised quarterly, as needed. During the three and six months ended June 30,March 31, 2016, changes in estimates pertaining to certain projects resulted in decreased consolidated gross margin of 0.6%. The Company’s income from operations for the three months ended March 31, 2016 decreased $1.5 million due to the changes in estimated gross profit. These changes in estimates resulted in decreases of $0.9 million in net income or $0.05 in diluted earnings per common share during the three months ended March 31, 2016. During the three months ended March 31, 2015, changes in estimates pertaining to certain projects, the majority of which were transmission projects, resulted in increased consolidated gross margin of 1.0% and 1.1%, respectively.1.5%. The Company’s income from operations for the three and six months ended June 30,March 31, 2015 increased $2.7$3.7 million and $5.7 million, respectively, due to the changes in estimated gross profit. These changes in estimates resulted in increases of $1.7$2.3 million and $3.6 million, respectively, in net income or $0.08 and $0.17, respectively,$0.11 in diluted earnings per common share during the three and six months ended June 30,March 31, 2015. During the three and six months ended June 30, 2014, changes in estimates pertaining to several large transmission projects, resulted in increased gross margin of 1.9% and 2.2%, respectively. The Company’s income from operations for the three and six months ended June 30, 2014 increased $4.3 million and $9.7 million, respectively, due to the changes in estimated gross profit. These changes in estimates resulted in increases of $2.7 million and $6.1 million, respectively, in net income or $0.13 and $0.28, respectively, in diluted earnings per common share during the three and six months ended June 30, 2014.

 

Recent Accounting Pronouncements

 

Changes to U.S. 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 adoption will have minimal impact on our consolidated financial statements.

 

Recently Issued Accounting Pronouncements

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718). The amendments under this pronouncement make modifications to the accounting treatment for forfeitures, required withholding on stock compensation and the financial statement presentation of excess tax benefits or deficiencies and certain components of stock compensation. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted in any interim period. The Company is evaluating the impact this pronouncement will have on its policies and procedures pertaining to its accounting for stock compensation, disclosure requirements and on the Company’s 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 or more 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 is evaluating the impact 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.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments under this pronouncement may change 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. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with the customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; Step 5: Recognize revenue when, or as, the entity satisfies the performance obligations. 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. The update isOn August 16, 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual reporting periods and interim periods within those reporting periods, beginning after that date, permitting early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is evaluating the impact of this pronouncement on its policies and procedures pertaining to recognition of revenue from contracts with customers, the pronouncement’s expanded disclosure requirements and the impact on the Company’s financial statements.Financial Statements.

 

On April 1, 2015, the FASB proposed deferring the effective date of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) by one year to December 15, 2017 for annual reporting periods beginning after that date and permitting early adoption of the standard, but not before the original effective date of December 15, 2016.

5

 

2. Acquisitions

E.S. Boulos Company

 

On April 13, 2015, the Company acquired substantially all of the assets of E.S. Boulos Company (“ESB”), one of New England’s largest and most experienced electrical contractors with over 95 years in operation, from a subsidiary of Eversource Energy. The total consideration paid was approximately $11.4 million, subject to working capital adjustments, which was funded through existing cash resources of the Company. Headquartered in Westbrook, Maine, ESB offers construction capabilities forunder the Company’s T&D segment, including substation, transmission and distribution construction. ESB also provides commercial and industrial electrical construction for the Company’sunder its C&I segment, including a wide range of commercial electrical construction services.

The results of operations for ESB are included in the Company’s consolidated statement of operations and the T&D and C&I segments from the date of acquisition. The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized by the end of 2015. Costs of approximately $0.4 million related to the acquisition were included in selling, general and administrative expenses in the consolidated statement of operations. The purchase accounting for ESB was complete as of December 31, 2015. The following table summarizes the estimated fair valuesallocation of the assets acquired and the liabilities assumedbalance sheet from as of the date of acquisition:March 31, 2016:

 

 (adjusted
acquisition
amounts as of)
March 31, 2016
 
   
Total consideration $11,374  $11,374 
        
Accounts receivable $10,662  $10,662 
Costs and estimated earnings in excess of billings on uncompleted contracts  2,102   2,102 
Other current assets  59   59 
Property and equipment  1,778   2,031 
Intangible assets  2,068 
Accounts payable  (3,621)  (3,621)
Billings in excess of costs and estimated earnings on uncompleted contracts  (1,490)  (1,490)
Other current liabilities  (437)  (437)
Net identifiable assets  9,053   11,374 
Goodwill $2,321  $ 

High Country Line Construction, Inc.

 

Further adjustments are expectedOn November 24, 2015, the Company acquired all of the outstanding common stock of High Country Line Construction, Inc. (“HCL”). The acquisition of HCL expands the Company’s T&D construction services, predominantly in the western United States. The preliminary acquisition date fair value of consideration transferred was $1.7 million, net of cash acquired, of which $0.5 million was preliminarily allocated to goodwill. The Company’s process of valuing the acquired assets and liabilities is in its preliminary stages. Costs of approximately $0.2 million related to the allocation as third party valuationsacquisition were included in selling, general and administrative expenses in the December 31, 2015 consolidated statement of identifiable intangible assets, including trade names, customer relationships, and backlog are finalized, as well as final working capital adjustments. 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. All of the goodwill and identifiable intangible assets are expected to be tax deductible per applicable IRS regulations.operations.

 

3. 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 June 30, 2015March 31, 2016 and December 31, 2014,2015, the carrying value of the Company’s cash and cash equivalents approximated fair value based on Level 1 inputs.

6

 

4. Contracts in Process

 

The net asset position for contracts in process consisted of the following:

 

 June 30, December 31,  March 31, December 31, 
(In thousands) 2015  2014  2016  2015 
          
Costs and estimated earnings on uncompleted contracts $1,995,598  $1,746,507  $1,900,080  $2,153,085 
Less: Billings to date  1,954,019   1,740,019   1,873,163   2,142,213 
 $41,579  $6,488  $26,917  $10,872 

 

The net asset position for contracts in process included in the accompanying consolidated balance sheets was as follows:

 

 June 30, December 31,  March 31, December 31, 
(In thousands) 2015  2014  2016  2015 
          
Costs and estimated earnings in excess of billings on uncompleted contracts $77,709  $44,609  $71,557  $51,486 
Billings in excess of costs and estimated earnings on uncompleted contracts  (36,130)  (38,121)  (44,640)  (40,614)
 $41,579  $6,488  $26,917  $10,872 

 

5. Income Taxes

 

The difference between the U.S. federal statutory tax rate of 35% and the Company’s effective tax rates for the three and six months ended June 30,March 31, 2016 and 2015 and 2014 was principally due to state income taxes.

 

The Company had unrecognized tax benefits of approximately $0.8 million and $0.7$0.6 million as of June 30, 2015March 31, 2016 and December 31, 2014, respectively,2015, which were included in other liabilities in the accompanying consolidated balance sheets.

 

The Company’s policy is to recognize interest and penalties related to income tax liabilities as a component of income tax expense in the consolidated statements of operations. The amount of interest and penalties charged to income tax expense because of the unrecognized tax benefits was not materialsignificant for the three and six months ended June 30, 2015March 31, 2016 and 2014.2015.

 

The Company is subject to taxation in various jurisdictions. The Company is subject toCompany’s tax returns for 2012 through 2014 are currently under examination by U.S. federal authorities for the openauthorities. The company’s tax years 2011 through 2014 andreturns are subject to examination by various state authorities for the years 20102011 through 2014.

 

6. Commitments and Contingencies

 

Letters of Credit

 

As of June 30, 2015March 31, 2016, the Company had irrevocable standby letters of credit outstanding of approximately $24.3 million, including $17.6 million related to the Company’s payment obligation under its insurance programs and approximately $6.7 million related to contract performance obligations. As of December 31, 2014,2015, the Company had irrevocable standby letters of credit outstanding of approximately $19.3 million, including $17.5 million related to the Company’s payment obligation under its insurance programs and approximately $1.8 million related to contract performance obligations.

 

Leases

 

The Company leases real estate, construction equipment and office equipment under operating leases with remaining terms ranging from one to six years. As of June 30, 2015,March 31, 2016, future minimum lease payments for operating leases were as follows: $0.8$1.7 million for the remainder of 2015, $1.1 million for 2016, $0.7$1.8 million for 2017, $1.3 million for 2018, $1.0 million for 2019, $0.5 million for 2018, $0.4 million for 20192020 and $0.2 million thereafter.

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Purchase Commitments

 

As of June 30, 2015,March 31, 2016, the Company had approximately $3.8 million in outstanding commitments to purchase real estate and $2.9$0.6 million in outstanding purchase orders for certain construction equipment, with cash outlay requirements scheduled to occur over the next threetwo 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 certain of the Company’s health benefit plans, which are subject to a $0.1 million deductible 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.

 

Performance and Payment Bonds

 

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 surety for any expenses paid out under these bonds. As of June 30, 2015,March 31, 2016, an aggregate of approximately $942.2$872.1 million in original face amount of bonds issued by the surety were outstanding. Our estimated remaining cost to complete these bonded projects was approximately $133.1$104.6 million as of June 30, 2015.March 31, 2016.

7

 

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 and liabilities and related litigation. The Company is not aware of any material unrecorded liabilities for asserted claims in connection with these indemnification obligations.

 

Multi-employer Pension PlansCollective Bargaining Agreements

 

Many 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 be assessedincur additional liabilities for additional contributions related to the underfunding of these plans. Although the Company has been informed that some of the multi-employer pension plans to which its subsidiaries contribute have been labeled with aclassified as “critical” status, the Company is not currently aware of any potential significant liabilities related to this issue.

 

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 and/or property damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief.

 

The Company is routinely subject to other civil claims, litigation and arbitration, and regulatory investigations arising in the ordinary course of our business as well as in respect of our divested businesses. These claims, lawsuits and other proceedings include claims related to the Company’s current services and operations, as well as our historic operations.

 

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 operations or cash flows.

 

In January 2013, The L. E. Myers Co. (“L. E. Myers”) was joined as a defendant in Northern States Power Company (Wisconsin) v. The City of Ashland, Wisconsin et al., filed in the U.S. District Court for the Western District of Wisconsin. Northern States Power Company alleged that named defendants, including L. E. Myers, contributed to contamination at the Ashland Lakefront Superfund Site in Ashland, Wisconsin. Specifically, the lawsuit alleged that L. E. Myers operated a manufactured gas plant at the site for 6 to 12 years of the plant’s operation during the time frame from 1885 to 1947. In April 2015, L .E. Myers negotiated a settlement of this litigation with Northern States Power Company, funded largely by L. E. Myers’ insurance carriers, with L.E. Myers’ contribution being $230,000.

8

 

7. Stock-Based Compensation

 

The Company maintains two equity compensation plans under which stock-based compensation has been granted,granted; the 2006 Stock Option Plan (the “2006 Plan”) and the 2007 Long-Term Incentive Plan, (as amended)as amended (the “LTIP”). Upon the adoption of the LTIP in 2007, awards were no longer granted under the 2006 Plan. The LTIP 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) performance awards, (f) phantom stock, (g) stock bonuses, (h) dividend equivalents, and (i) any combination of such awards.

 

All awards were made with an exercise price or base price, as the case may be, that was not less than the fair market value per share on the grant date. The grant date fair value of restricted stock awards and performance share awards with performance conditions not based on market conditions was equal to the closing market price of the Company’s common stock on the date of grant. The grant date fair value of performance share awards with performance conditions based on market conditions was measured using a Monte Carlo simulation model.

 

During the sixthree months ended June 30, 2015,March 31, 2016, plan participants exercised 227,14325,961 options with a weighted average exercise price of $6.69.$4.01.

 

During the sixthree months ended June 30, 2015,March 31, 2016, the Company granted 74,37569,799 shares of restricted stock, which vest ratably over the next three years, at a weighted average grant date fair value of $30.00.$24.50. Additionally, 80,38565,928 shares of restricted stock vested during the sixthree months ended June 30, 2015,March 31, 2016, at a weighted average grant date fair value of $21.87.$24.84.

 

During the sixthree months ended June 30 2015,March 31, 2016, the Company granted 69,97879,661 performance shares,share awards, at target, which cliff vest on December 31, 2017.2018. The grant of performance grantshares was split evenly between performance metrics of return on invested capital (“ROIC”), an internal performance measure, and total shareholder return (“TSR”), a market performance measure.

 

The Company granted 45,940 ROIC-based awards, at target, on March 24, 2016 valued at $24.50, the grant date closing price of the Company’s stock. ROIC is defined as earnings before interest, net of taxes (net income plus interest, net of taxes), less any dividends, divided by stockholders’ equity plus net debt (total debt less cash and marketable securities) at the beginning of the performance period. The ROIC-based target shares awarded were valued at $30.16, which represented the closing price of the Company’s stock on the date of grant, and ROIC is measured over a three-year performance period ending December 31, 2017.

 

The Company granted 33,721 TSR-based awards, at target, on March 24, 2016. TSR is defined as the change in the fair market value, adjusted for dividends, of a company’s stock. The TSR of the Company’s stock will be compared to the TSR of a peer group of companies defined at the time of the grant. The TSR awards are calculated using the average stock price of the 20 trading days prior to January 1, 2015March 24, 2016 and compared to the average stock price of the 20 trading days prior to December 31, 2017.2018. Because TSR is a market-based performance metric, the Company used a Monte Carlo simulation model to calculate the fair value of the grant, which resulted in a fair value of $47.24$33.35 per share.award.

 

8. Segment Information

 

MYR Group is a specialty contractor serving the electrical infrastructure market.market in the United States and parts of 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, professional fees, management fees, and intangible amortization. The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.2015.

 

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, and 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 electricinvestor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and private developers.other contractors.

 

Commercial and Industrial: The C&I segment provides services such as 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. C&I segment services are generally performed in the western and northeastern United States.

9

 

The information in the following table was derived from internal financial reports used for corporate management purposes:

 

 Three months ended Six months ended  Three months ended 
 June 30,  June 30,  March 31, 
(In thousands) 2015  2014  2015  2014  2016  2015 
              
Contract revenues:                        
T&D $200,583  $166,381  $389,806  $328,425  $182,974  $189,223 
C&I  75,905   62,496   130,830   116,090   70,660   54,925 
 $276,488  $228,877  $520,636  $444,515  $253,634  $244,148 
Income from operations:                        
T&D $16,713  $16,782  $33,547  $30,744  $10,669  $16,834 
C&I  3,925   4,355   6,760   7,722   2,156   2,836 
General Corporate  (7,614)  (8,742)  (15,686)  (15,939)  (9,518)  (8,073)
 $13,024  $12,395  $24,621  $22,527  $3,307  $11,597 

For the three months and six months ended June 30, 2015,March 31, 2016, contract revenues attributable to the Company’s Canadian operations were $0.3 million.$1.2 million, predominantly in the T&D segment.

 

9. Earnings Per Share

 

The Company computes earnings per share using the treasury stock method unless the two-class method is more dilutive. The Company computed earnings per share for the three months ended March 31, 2016 using the treasury stock method. Under the treasury stock method, basic earnings per share are computed by dividing net income available to shareholders by the weighted average number of common shares outstanding during the period, and diluted earnings per share are computed by dividing net income available to shareholders 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.

For the three months ended March 31, 2015, the Company computed earnings per share using the two-class method because that method resulted in a more dilutive effect than the treasury stock method. The two-class method is an earnings allocation formula that determines earnings per share for common stock and participating securities according to dividends declared and participation rights in undistributed earnings, when thatearnings. Under the two-class method, results in a more dilutive effect than the treasury method. The Company’s unvested grants of restricted stock granted prior to 2014 containthat contained non-forfeitable rights to dividends should any be declared, and arewere treated as participating securities and included in the computation of earnings per share.

The restricted shares granted after 2013 contain a provision making the payment of dividends contingent upon vesting of the shares. These shares are not participating shares because any accumulated unvested dividends are forfeited, along with the shares, if the awards fail to vest. These non-participating shares arewere excluded from the computation of net income allocated tobasic and diluted earnings per share. All shares of restricted stock granted since 2013 are not participating securities inbecause the table below, but are included ingrant agreements contain provisions that dividends, if declared, will be forfeited if the computation of weighted average dilutive securities, unless their inclusion would be anti-dilutive.grantee leaves the Company before the stock is vested.

 

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

 

 Three months ended Six months ended  Three months ended 
 June 30,  June 30,  March 31, 
(In thousands, except per share data) 2015  2014  2015  2014  2016  2015 
              
Numerator:                        
Net income $8,074  $7,741  $15,246  $14,013  $1,987  $7,172 
Less: Net income allocated to participating securities  (32)  (54)  (96)  (116)     (45)
Net income available to common shareholders $8,042  $7,687  $15,150  $13,897  $1,987  $7,127 
                        
Denominator:                        
Weighted average common shares outstanding  20,760   21,115   20,662   21,108   19,321   20,562 
Weighted average dilutive securities  455   516   473   492   313   490 
Weighted average common shares outstanding, diluted  21,215   21,631   21,135   21,600   19,634   21,052 
                        
Income per common share, basic $0.39  $0.36  $0.73  $0.66  $0.10  $0.35 
Income per common share, diluted $0.38  $0.36  $0.72  $0.64  $0.10  $0.34 

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For the three and six month periods ended June 30,March 31, 2016 and 2015, and 2014, 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:

 

 Three months ended Six months ended  Three months ended 
 June 30,  June 30,  March 31, 
(In thousands) 2015  2014  2015  2014  2016  2015 
              
Stock options     104   2   104   151   4 
Restricted stock        4      70   53 
Performance awards  2   85   35   85   143   70 

 

Share Repurchases

 

On February 10, 2016, the Company’s Board of Directors approved an amended share repurchase program (“Repurchase Program”), which increased the Repurchase Program from $67.5 million to $142.5 million, extended the term of the Repurchase Program through April 30, 2017 and revised provisions of the Repurchase Program to enable the Company to accelerate the pace of share repurchases. During the sixthree months ended June 30, 2015,March 31, 2016, the Company repurchased 119,5791,225,753 shares of its common stock at a weighted-average price of $26.52$22.42 per share; 72,7061,192,116 of those shares were purchased under its Repurchase Program, for approximately $1.8 million, under its stock repurchase program (the “Repurchase Program”), which was scheduled to expire on August 31, 2015.$26.7 million. Additionally, the Company repurchased 46,87333,637 shares of stock, for approximately $1.4$0.8 million, from its employees to satisfy tax obligations on shares vested under the LTIP program. All of the shares repurchased were retired and returned to authorized but unissued stock.

 

On July 30, 201510. Capital Leases

The Company leases vehicles and certain equipment under capital leases. The economic substance of the Company’s Boardleases is a financing transaction for acquisition of Directors approved an amended Repurchase Program, which increased the program from $25.0vehicles and equipment, and accordingly, the leases are recorded as assets and liabilities. Included in depreciation expense is amortization of vehicles and equipment held under capital leases, amortized over their useful lives on a straight-line basis.

In March, 2016 the Company entered into master leasing arrangements for vehicles and construction equipment. Some of the leases entered into under these agreements met the accounting requirements to be recorded as capital leases. As a result, $0.7 million to $42.5was included in property and equipment, net of accumulated depreciation and $0.1 million and extended$0.6 million were recorded in current maturities of long-term debt and long-term debt, net of current maturities, respectively. As of March 31, 2016 the termCompany had approximately $6.8 million of outstanding commitments under its master lease agreements.

The following is a schedule by year of the program through Augustfuture minimum lease payments required under capital leases together with their present value as of March 31, 2016. With the amendment, the availability to purchase shares under the Repurchase Program increased to $25.0 million.2016:

  Capital 
(In thousands) Lease
Obligations
 
    
Remainder of 2016 $120 
2017  160 
2018  160 
2019  160 
2020  160 
2021  40 
Total minimum lease payments $800 
Interest  (55)
Net present of minimum lease payments  745 
Less: Current portion of capital lease obligations  (129)
Long-term capital lease obligations $616 

 

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ITEM 2.                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the accompanying unaudited consolidated financial statements as of June 30, 2015March 31, 2016 and December 31, 2014,2015, and for the three and six months ended June 30,March 31, 2016 and 2015, and 2014, and with our Annual Report on Form 10-K for the year ended December 31, 20142015 (the “2014“2015 Annual Report”). 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 herein under the captions “Cautionary Statement Concerning Forward-Looking Statements and Information” and “Risk Factors,” as well as in the 20142015 Annual Report. We assume no obligation to update any of these forward-looking statements.

 

Overview and Outlook

 

We are a leading specialty contractor serving the electrical infrastructure market.market throughout the United States. We also have operations in parts of Canada. We manage and report our operations through two industry segments: T&D and C&I. We have operated in the T&D industry since 1891. We are one of the largest national contractors servicing the T&D sector of the electric utility industry in the United States, and our customers include many of the leading companies in the electric industry. We provide C&I electrical contracting services to facility owners and general contractors generally in the western and northeastern United States. We have operated in the C&I industry since 1912. We strive to maintain our status as a preferred provider to our T&D and C&I customers.

 

We had consolidated revenues for the sixthree months ended June 30, 2015March 31, 2016 of $520.6$253.6 million, of which 74.9%72.1% was attributable to our T&D customers and 25.1%27.9% was attributable to our C&I customers. Our consolidated revenues for the sixthree months ended June 30, 2014March 31, 2015 were $444.5$244.1 million. For the sixthree months ended June 30, 2015,March 31, 2016, our net income and EBITDA (1) were $15.2$2.0 million and $42.9$13.3 million, respectively, compared to $14.0$7.2 million and $39.0$20.5 million, respectively, for the sixthree months ended June 30, 2014. Our financial results for the six months ended June 30, 2015 benefited from margin adjustments due to performance incentives, change orders and close-outs. It is unlikely that future periods will benefit to a similar extent from such favorable developments.March 31, 2015.

 

We expect bidding activity to remain strong in both our T&D and C&I segments for the remainder of 2015.2016 and 2017. Although competition remains strong in our T&D segment, we expect that our centralcentralized fleet and nationalskilled workforce will continue to benefit us in securing and executing profitable projects. We continue to bid on many transmission projects: however,The sizes of the size of theT&D projects we are currently performing are generally smaller and of shorter duration than those experienced a few years ago. These smaller, shorter duration projects often result in lower margins because of greater competition, and reduced fleet utilization rates. Althoughrates and the cost of transitioning from project to project. While the transmission projects being bid this year represent a good mix of projects, including a number of larger, longer duration projects, there is often a significant lag from when a project is awarded to when the revenues and costs are recognized. Several of the recently bid larger, longer-duration projects contain a highhigher percentage of material and subcontractor costs aswhen compared to recent history. Due to competition,history and we typically add less mark-up to material and subcontractor costs in our bid estimates than thosethe mark-up applied to our labor and owned equipment. This could lead to lower overall margins depending on our awarded portfolio of work. OurAdditionally, competition, project execution, adverse weather and project delays, among other factors, have impacted our margins in the past and could affect our margins in the future. Spending by clients on their distribution business continuessystems appears to expand;be generally improving; however, the contractthis spending can be highly variable from quarter to quarter in response to weather, client budget constraints and regulatory pressures. Contract margins and fleet billing rates are generally lower in our distribution business than what we realize in our transmission business.

The C&I segment continues to benefit from robust bidding activity and we continue to explore further expansion into new markets. The C&I segment, in part due to intense competition, has not provided overall contract margin opportunities comparable to our T&D segment.

 

Our futureIn 2015, we began to implement a three-pronged strategy of organic growth, may be organic, or throughstrategic acquisitions or joint ventures that we expect could improve our competitive position within our existing markets orfurther expand our geographic footprint.capabilities and prudent capital returns as further detailed below.

Organic Growth In 2015, we expanded our operations, opening six new offices in the United States located in California, Kansas, Colorado, Nevada, Texas and Washington State. We also opened two offices in Canada and began work on our first major project award in Canada. We continue to look for opportunities to expand our operations into new markets in the United States and Canada.

(1)EBITDA is a non-GAAP measure. Refer to “Non-GAAP Measure—EBITDA” for a discussion of this measure.

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A few of our new organic growth initiatives are getting off the ground slower than expected due to the timing of contract awards and penetration of the new market. This resulted in uncovered fixed costs in the first three months ended March 31, 2016. Despite slower starts in these markets, we believe that this strategy to grow the business will result in positive growth and enhance shareholder value.

Strategic Acquisitions On April 13, 2015, we acquired substantially all of the assets of E.S. Boulos Company, which will enhanceenhances our T&D presence in the northeast U.S.United States and further expandexpands our C&I presence outsideinto the northeast. On November 24, 2015, the Company acquired all of the outstanding common stock of High Country Line Construction, Inc., which enhances our existing markets. InT&D presence, predominantly in the second quarter of 2015 we were awarded our first project in Canada and have commenced work in Manitoba.western United States. We continue to review biddinglook for acquisition opportunities in Canadathat are compatible with our culture while enhancing shareholder value.

Prudent Capital ReturnsIn February 2016, we increased the share Repurchase Program by $75.0 million to $142.5 million, extended the Repurchase Program until April 30, 2017 and believerevised provisions of the economic environment in Canada could present favorable biddingRepurchase Program to enable us to accelerate the pace of share repurchases. Additionally, we updated our capital allocation strategy, reducing future capital spending while expanding our fleet through alternative financing approaches, such as leasing. In March of 2016, we entered into master lease arrangements and have begun to lease vehicles and equipment under these arrangements. We continue to look for opportunities in 2015. to improve our resource allocation to enhance shareholder value.

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. We ended the secondfirst quarter of 2015 in a strong financial position, which included2016 with cash and cash equivalents of $46.9$26.0 million, no outstanding funded debt and availability of $155.7$150.7 million under our credit facility. 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 for further strategic investments.to successfully execute our three-pronged strategy.

(1)EBITDA is a non-GAAP measure. Refer to “Non-GAAP Measure—EBITDA” for a discussion of this measure.

 

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. A customer’s intention to award us work under a fixed-price contract is not included in backlog unless there is an actual award 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 MSAsmaster service agreements that typically have a one-year to three-year duration from execution. 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, may all take place within the period. Our backlog only includes projects that have a signed contract or an agreed upon work order to perform work on mutually accepted terms and conditions. Backlog should not be relied upon as a stand-alone indicator of future events.

 

Our backlog was $410.7$434.8 million at June 30,March 31, 2016 compared to $450.9 million at December 31, 2015 compared toand $398.4 million at March 31, 2015 and $397.9 million at June 30, 2014.2015. Our backlog at June 30, 2015 increased $12.3March 31, 2016 decreased $16.1 million or 3.1%3.6% from MarchDecember 31, 2015 due primarily to the acquisition of ESB.2015. Backlog in the T&D segment increased $0.1decreased $30.0 million and C&I backlog increased $12.2$13.9 million compared to MarchDecember 31, 2015.

 

The following table summarizes that amount of our backlog that we believe to be firm as of the dates shown and the amount of our current backlog that we reasonably estimate will not be recognized within the next twelve months:

 

 Backlog at June 30, 2015     Backlog at March 31, 2016    
(In thousands) Total  Amount estimated
to not be recognized
within 12 months
  Total backlog at
December 31, 2014
  Total  

Amount estimated

to not be recognized

within 12 months

 

Total backlog at

December 31, 2015

 
              
T&D $275,792  $38,414  $320,435  $293,516  $21,829  $323,570 
C&I  134,925   1,078   113,206   141,235   12,182   127,364 
Total $410,717  $39,492  $433,641  $434,751  $34,011  $450,934 

 

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Project Bonding Requirements

 

A substantial portion of our business requires performance and payment bonds or other means of financial assurance to secure contractual performance. These bonds are typically issued at the face value of the contract awarded. If we fail to perform or pay our subcontractors or vendors, the customer may demand that the surety provide services or make payments under the bond. In such a case, we would likely be required to reimburse the surety for any expenses or outlays it incurs. To date, we have not been required to make any reimbursements to our surety for claims against the surety bonds. As of June 30, 2015,March 31, 2016, we had approximately $942.2$872.1 million in original face amount of surety bonds outstanding. Our estimated remaining cost to complete these bonded projects was approximately $133.1$104.6 million as of June 30, 2015.March 31, 2016.

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Consolidated Results of Operations

 

The following table sets forth selected consolidated statements of operations data and such data as a percentage of revenues for the periods indicated:

 

 Three months ended Six months ended  Three months ended 
 June 30,  June 30,  March 31, 
 2015  2014  2015  2014  2016  2015 
(Dollars in thousands) Amount  Percent  Amount  Percent  Amount  Percent  Amount  Percent  Amount  Percent  Amount  Percent 
                          
Contract revenues $276,488   100.0% $228,877   100.0% $520,636   100.0% $444,515   100.0% $253,634   100.0% $244,148   100.0%
Contract costs  244,752   88.5   198,349   86.7   459,526   88.3   386,907   87.0   226,353   89.2   214,774   88.0 
Gross profit  31,736   11.5   30,528   13.3   61,110   11.7   57,608   13.0   27,281   10.8   29,374   12.0 
Selling, general and administrative expenses  18,947   6.9   18,110   7.9   37,539   7.2   34,985   7.9   23,859   9.4   18,592   7.6 
Amortization of intangible assets  84      83      167      167      211   0.1   83    
Gain on sale of property and equipment  (319)  (0.1)  (60)     (1,217)  (0.2)  (71)     (96)     (898)  (0.4)
Income from operations  13,024   4.7   12,395   5.4   24,621   4.7   22,527   5.1   3,307   1.3   11,597   4.8 
Other income (expense)                                                
Interest income  8      30      15      33      4      7    
Interest expense  (187)  (0.1)  (177)  (0.1)  (366)  (0.1)  (355)  (0.1)  (183)  (0.1)  (179)  (0.1)
Other, net  (31)     108   0.1   (89)     162      108      (58)   
Income before provision for income taxes  12,814   4.6   12,356   5.4   24,181   4.6   22,367   5.0   3,236   1.2   11,367   4.7 
Income tax expense  4,740   1.7   4,615   2.0   8,935   1.7   8,354   1.8   1,249   0.4   4,195   1.8 
Net income $8,074   2.9% $7,741   3.4% $15,246   2.9% $14,013   3.2% $1,987   0.8% $7,172   2.9%

 

Three Months Ended June 30, 2015March 31, 2016 Compared to Three Months Ended June 30, 2014March 31, 2015

 

Revenues. Revenues increased $47.6$9.5 million, or 20.8%3.9%, to $276.5$253.6 million for the three months ended June 30, 2015March 31, 2016 from $228.9$244.1 million for the three months ended June 30, 2014.March 31, 2015. The increase was primarily due to higher T&D revenues from jobs of all sizes and the acquisition of ESB. Material and subcontractor costs comprised approximately 33% and 31% of total contract costs in the three months ended June 30, 2015 and 2014, respectively.

Gross profit. Gross profit increased $1.2 million, or 4.0%, to $31.7 million for the three months ended June 30, 2015 from $30.5 million for the three months ended June 30, 2014, primarily due to higher revenues and contract performance incentives.C&I revenue.

 

Gross margin. Gross margin decreased to 11.5%10.8% for the three months ended June 30, 2015March 31, 2016 from 13.3%12.0% for the three months ended June 30, 2014,March 31, 2015. The year-over-year decline in gross margin was primarily due to favorable closeouts on several large projects in the year-over-year changefirst three months of 2015. Our gross margin has been lower in recent quarters primarily due to lower bid margins caused by increased competition in many of our markets and an increase in shorter duration jobs (which affects labor productivity, mobilization costs and demobilization costs). Additionally, in the three months ended March 31, 2016, certain jobs underperformed due to labor productivity below previous estimates and unfavorable weather conditions in certain markets. Changes in estimates of gross profit on certain T&D projects. Forprojects resulted in a gross margin decrease of 0.6% and an increase of 1.5% for the three months ended June 30,March 31, 2016 and 2015, contract performance incentives provided a gross margin benefit of approximately 1.0%. Forrespectively.

Gross profit. Gross profit decreased $2.1 million, or 7.1%, to $27.3 million for the three months ended June 30, 2014, cost efficiencies, additional work and effective contract management resulted in improved contract margins on several transmission projects, and provided a gross margin benefit of approximately 1.9%. The remainder of the variance was primarily due to several underperforming projects inMarch 31, 2016 from $29.4 million for the three months ended June 30, 2015.March 31, 2015, due to lower overall gross margin, partially offset by higher revenue.

 

Selling, general and administrative expenses. Selling, general and administrative expenses, which were $18.9$23.9 million for the three months ended June 30, 2015,March 31, 2016, increased $0.8$5.3 million from $18.1$18.6 million for the three months ended June 30, 2014.March 31, 2015. The year-over-year increase in selling, general and administrative expenses for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 was primarily due to $3.3 million of costs associated with our expansion into new geographic markets, higher personnelpayroll costs to support operations, $1.0 million associated with activist investor activities and ESB acquisitionhigher medical claims costs, partially offset by lower bonus, profit sharing and stock compensation costs. As a percentage of revenues, selling, general and administrative expenses decreasedincreased to 6.9%9.4% for the three months ended June 30, 2015March 31, 2016 from 7.9%7.6% for the three months ended June 30, 2014.March 31, 2015.

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Gain on sale of property and equipment. Gains from the sale of property and equipment in the three months ended June 30, 2015March 31, 2016 were $0.3$0.1 million compared to $0.1$0.9 million in the three months ended June 30, 2014.March 31, 2015. 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 $0.2 million for the three month periods ended June 30, 2015March 31, 2016 and 2014.2015.

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Provision for income taxes. The provision for income taxes was $4.7$1.2 million for the three months ended June 30,March 31, 2016, with an effective tax rate of 38.6%, compared to a provision of $4.2 million for the three months ended March 31, 2015, with an effective tax rate of 37.0%, compared to a provision of $4.6 million for the three months ended June 30, 2014, with an effective tax rate of 37.4%36.9%. The decreaseincrease in the effective rate was primarily caused by the year to date impact of lower state taxes due todomestic activities deductions and changes in the mix of business between states.

 

Net income. Net income increaseddecreased to $8.1$2.0 million for the three months ended June 30, 2015March 31, 2016 from $7.7$7.2 million for the three months ended June 30, 2014.March 31, 2015. The increasedecrease was primarily for the reasons stated earlier.

 

Segment Results

 

The following table sets forth, for the periods indicated, statements of operations data by segment, segment net sales as percentage of total net sales and segment operating income as a percentage of segment net sales:

 

 Three months ended June 30,  

Three months ended March 31,

 
 2015  2014  2016  2015 
(Dollars in thousands) Amount  Percent  Amount  Percent  Amount  Percent  Amount  Percent 
                  
Contract revenues:                                
Transmission & Distribution $200,583   72.5% $166,381   72.7% $182,974   72.1% $189,223   77.5%
Commercial & Industrial  75,905   27.5   62,496   27.3   70,660   27.9   54,925   22.5 
Total $276,488   100.0  $228,877   100.0  $253,634   100.0  $244,148   100.0 
Operating income (loss):                                
Transmission & Distribution $16,713   8.3  $16,782   10.1  $10,669   5.8  $16,834   8.9 
Commercial & Industrial  3,925   5.2   4,355   7.0   2,156   3.1   2,836   5.2 
Total  20,638   7.5   21,137   9.2   12,825   5.1   19,670   8.1 
Corporate  (7,614)  (2.8)  (8,742)  (3.8)  (9,518)  (3.8)  (8,073)  (3.3)
Consolidated $13,024   4.7% $12,395   5.4% $3,307   1.3% $11,597   4.8%

 

Transmission & Distribution

 

Revenues for our T&D segment for the three months ended June 30, 2015March 31, 2016 were $200.6$183.0 million compared to $166.4$189.2 million for the three months ended June 30, 2014, an increaseMarch 31, 2015, a decrease of $34.2$6.2 million, or 20.6%3.3%. The increasedecrease in revenue was primarily due to an increasea decline in the number of jobs of all sizes. Material and subcontractor costs in our T&D segment comprised approximately 27% of total contract costs in the three months ended June 30, 2015, compared to approximately 25% in the three months ended June 30, 2014.revenue from large, multi-year transmission projects.

 

Revenues from transmission projects represented 75.0%77.2% and 79.8%78.2% of T&D segment revenue for the three months ended June 30,March 31, 2016 and 2015, and 2014, respectively. Additionally, for the three months ended June 30, 2015,March 31, 2016, measured by revenue in our T&D segment, we provided 48.5%55.1% of our T&D services under fixed-price contracts, as compared to 56.4%49.1% for the three months ended June 30, 2014.March 31, 2015.

 

Operating income for our T&D segment for the three months ended June 30, 2015March 31, 2016 was $16.7$10.7 million, a decrease of $0.1$6.1 million from the three months ended June 30, 2014. OperatingMarch 31, 2015. The year-over-year decline in operating income decreased for ourwas primarily due to favorable closeouts on several large, multi-year transmission projects in the first three months of 2015. In recent quarters, the T&D segment forexperienced lower bid margins caused by increased competition in many of our markets, an increase in the number of shorter duration projects (which affects labor productivity, mobilization costs and demobilization costs. Additionally, in the three months ended June 30, 2015 comparedMarch 31, 2016, certain jobs underperformed due to 2014 as higher revenues were offset by lower gross margin on several large jobs compared tolabor productivity below previous estimates and unfavorable weather conditions in certain markets.We also experienced incremental costs associated with the three months ended June 30, 2014.expansion into new geographic markets. As a percentage of revenues, operating income for our T&D segment was 8.3%5.8% for the three months ended June 30, 2015March 31, 2016 compared to 10.1%8.9% for the three months ended June 30, 2014.March 31, 2015.

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Commercial & Industrial

 

Revenues for our C&I segment for the three months ended June 30, 2015March 31, 2016 were $75.9$70.7 million compared to $62.5$54.9 million for the three months ended June 30, 2014,March 31, 2015, an increase of $13.4$15.7 million or 21.5%28.6%, due primarily to the acquisition of ESB. Materialorganic and subcontractor costs in our C&I segment comprised approximately 47% of total contract costs in both the three month periods ended June 30, 2015 and 2014.acquisitive expansion into new markets.

 

Measured by revenue in our C&I segment, we provided 73.2%71.3% of our services under fixed-price contracts for the three months ended June 30, 2015,March 31, 2016, compared to 31.6%67.9% in the three months ended June 30, 2014.March 31, 2015.

 

Operating income for our C&I segment for the three months ended June 30, 2015March 31, 2016 was $3.9$2.2 million, a decrease of $0.5$0.6 million over the three months ended June 30, 2014.March 31, 2015. The year-over-year decline in operating income compared to the three months ended June 30, 2014 was primarily attributable to lower gross margin compared to the three months ended June 30, 2014.bid margins caused by increased competition in many of our markets, productivity below estimates on certain jobs and costs associated with expansion into new geographic markets, partially offset by higher revenues. As a percentage of revenues, operating income for our C&I segment was 3.1% for the three months ended March 31, 2016 compared to 5.2% for the three months ended June 30, 2015 compared to 7.0% for the three months ended June 30, 2014.

Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

Revenues. Revenues increased $76.1 million, or 17.1%, to $520.6 million for the six months ended June 30, 2015 from $444.5 million for the six months ended June 30, 2014. The increase was primarily due to higher T&D revenues from jobs of all sizes and the acquisition of ESB. Material and subcontractor costs comprised approximately 30% and 29% of total contract costs in the six months ended June 30, 2015 and 2014, respectively.

Gross profit. Gross profit increased $3.5 million, or 6.1%, to $61.1 million for the six months ended June 30, 2015 from $57.6 million for the six months ended June 30, 2014, due primarily to higher revenues.

Gross margin. Gross margin decreased to 11.7% for the six months ended June 30, 2015 from 13.0% for the six months ended June 30, 2014, primarily due to the year-over-year change in estimates of gross profit on certain projects. For the six months ended June 30, 2015, contract performance incentives, cost efficiencies, additional work and effective contract management resulted in improved contract margins on several projects, primarily transmission projects, and provided a gross margin benefit of 1.1%. For the six months ended June 30, 2014, cost efficiencies, additional work and effective contract management resulted in improved contract margins on several transmission projects, and provided a gross margin benefit of 2.2%.

Selling, general and administrative expenses. Selling, general and administrative expenses, which were $37.5 million for the six months ended June 30, 2015, increased $2.5 million from $35.0 million for the six months ended June 30, 2014. The increase in selling, general and administrative expenses for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 was primarily due to higher personnel costs to support operations, ESB acquisition costs and higher stock compensation costs. As a percentage of revenues, selling, general and administrative expenses decreased to 7.2% for the six months ended June 30, 2015 from 7.9% for the six months ended June 30, 2014.

Gain on sale of property and equipment. Gains from the sale of property and equipment in the six months ended June 30, 2015 were $1.2 million compared to $0.1 million in the six months ended June 30, 2014. 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 $0.4 million for the six month periods ended June 30, 2015 and 2014.

Provision for income taxes. The provision for income taxes was $8.9 million for the six months ended June 30, 2015, with an effective tax rate of 37.0%, compared to a provision of $8.4 million for the six months ended June 30, 2014, with an effective tax rate of 37.3%. The decrease in the effective rate was primarily caused by lower state taxes due to changes in the mix of business between states.

Net income. Net income increased to $15.2 million for the six months ended June 30, 2015 from $14.0 million for the six months ended June 30, 2014. The increase was primarily for the reasons stated earlier.

16

Segment Results

The following table sets forth, for the periods indicated, statements of operations data by segment, segment net sales as percentage of total net sales and segment operating income as a percentage of segment net sales:

  Six months ended June 30, 
  2015  2014 
(Dollars in thousands) Amount  Percent  Amount  Percent 
             
Contract revenues:                
Transmission & Distribution $389,806   74.9%  328,425   73.9%
Commercial & Industrial  130,830   25.1   116,090   26.1 
Total $520,636   100.0  $444,515   100.0 
Operating income (loss):                
Transmission & Distribution $33,547   8.6  $30,744   9.4 
Commercial & Industrial  6,760   5.2   7,722   6.7 
Total  40,307   7.7   38,466   8.7 
Corporate  (15,686)  (3.0)  (15,939)  (3.6)
Consolidated $24,621   4.7% $22,527   5.1%

Transmission & Distribution

Revenues for our T&D segment for the six months ended June 30, 2015 were $389.8 million compared to $328.4 million for the six months ended June 30, 2014, an increase of $61.4 million, or 18.7%. The increase in revenue was primarily due to an increase in the number of jobs of all sizes. Material and subcontractor costs in our T&D segment comprised approximately 25% of total contract costs in the six months ended June 30, 2015, compared to approximately 22% in the six months ended June 30, 2014.

Revenues from transmission projects represented 76.5% and 81.3% of T&D segment revenue for the six months ended June 30, 2015 and 2014, respectively. Additionally, for the six months ended June 30, 2015, measured by revenue in our T&D segment, we provided 48.8% of our T&D services under fixed-price contracts, as compared to 52.9% for the six months ended June 30, 2014.

Operating income for our T&D segment for the six months ended June 30, 2015 was $33.5 million, an increase of $2.8 million from the six months ended June 30, 2014. Operating income increased for our T&D segment for the six months ended June 30, 2015 compared to 2014 primarily due to the increase in revenue, which was partially offset by lower margins on several large projects compared to the prior period. As a percentage of revenues, operating income for our T&D segment was 8.6% for the six months ended June 30, 2015 compared to 9.4% for the six months ended June 30, 2014.

Commercial & Industrial

Revenues for our C&I segment for the six months ended June 30, 2015 were $130.8 million compared to $116.1 million for the six months ended June 30, 2014, an increase of $14.7 million or 12.7%, due primarily to the acquisition of ESB. Material and subcontractor costs in our C&I segment comprised approximately 44% of total contract costs in the six months ended June 30, 2015, compared to approximately 47% in the six months ended June 30, 2014.

Measured by revenue in our C&I segment, we provided 70.9% of our services under fixed-price contracts for the six months ended June 30, 2015, compared to 36.8% in the six months ended June 30, 2014.

Operating income for our C&I segment for the six months ended June 30, 2015 was $6.8 million, a decrease of $0.9 million over the six months ended June 30, 2014. The decline in operating income compared to the six months ended June 30, 2014 was attributable to increased costs on one large project. As a percentage of revenues, operating income for our C&I segment was 5.2% for the six months ended June 30, 2015 compared to 6.7% for the six months ended June 30, 2014.

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March 31, 2015.

 

Non-GAAP Measure—EBITDA

 

EBITDA, a performance measure used by management, is defined as net income plus: interest income and expense, 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 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 depending upon accounting methods and book value of assets, book 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 U.S. GAAP as it excludes certain recurring items, which may be meaningful to investors. EBITDA excludes interest expense or interest income; however, as we have borrowed money in order 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, 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 to EBITDA:

 

 Three months ended Six months ended  Three months ended 
 June 30,  June 30,  March 31, 
(In thousands) 2015  2014  2015  2014  2016  2015 
               
Net Income $8,074  $7,741  $15,246  $14,013  $1,987  $7,172 
Add:                        
Interest expense, net  179   147   351   322   179   172 
Income tax expense  4,740   4,615   8,935   8,354   1,249   4,195 
Depreciation & amortization  9,355   8,236   18,319   16,270   9,916   8,964 
EBITDA $22,348  $20,739  $42,851  $38,959  $13,331  $20,503 

16

 

We also use EBITDA as a liquidity measure. We believe that EBITDA is important in analyzing our liquidity because it is a key component of certain material covenants contained within our credit agreement (the “Credit Agreement”). Non-compliance with these financial covenants under the Credit Agreement—our interest coverage ratio and our leverage ratio—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.

 

The following table provides a reconciliation of EBITDA to net cash flows provided by operating activities:

 

 Three months ended Six months ended  Three months ended 
 June 30,  June 30,  March 31, 
(In thousands) 2015  2014  2015  2014  2016  2015 
            
Provided By Operating Activities:                        
EBITDA $22,348  $20,739  $42,851  $38,959  $13,331  $20,503 
Add/(subtract):                        
Interest expense, net  (179)  (147)  (351)  (322)  (179)  (172)
Provision for income taxes  (4,740)  (4,615)  (8,935)  (8,354)  (1,249)  (4,195)
Depreciation & amortization  (9,355)  (8,236)  (18,319)  (16,270)  (9,916)  (8,964)
Adjustments to reconcile net income to net cash flows provided by operating activities  10,659   9,511   19,806   18,402   10,414   9,147 
Changes in operating assets and liabilities  (11,074)  (3,988)  (26,023)  (28,118)  2,025   (14,949)
Net cash flows provided by operating activities $7,659  $13,264  $9,029  $4,297  $14,426  $1,370 

 

Liquidity and Capital Resources

 

As of June 30, 2015,March 31, 2016, we had cash and cash equivalents of $46.9$26.0 million and working capital of $140.6$106.3 million. We define working capital as current assets less current liabilities. During the sixthree months ended June 30, 2015, consolidatedMarch 31, 2016, operating activities of our business provided net cash of $9.0$14.4 million, compared to $4.3$1.4 million of cash provided in the sixthree months ended June 30, 2014.March 31, 2015. 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 year-over-year change in cash provided by operating activities was largely due to changes in various working capital accounts reflecting normal timing fluctuations in our operating activities. In particular, the gross amount of(such as: accounts receivable, including retention; costs and estimated earnings in excess of billings on uncompleted contracts,contracts; accounts payablepayable; and billings in excess of costs and estimated earnings on uncompleted contracts) are due to both the volume and timing of work performed, the mix of the types of projects and customers and their varying billing requirements as well as settlements of payables and other obligations. In particular, the gross amount of accounts receivable, net, costs and estimated earnings in excess of billings on uncompleted contracts, and billings in excess of costs and estimated earnings on uncompleted contracts used cash of $21.5$1.6 million in the sixthree months ended June 30, 2015,March 31, 2016, a year-over-year decline in cash used of $22.2 million compared to usingthe $23.8 million of cash used in the three months ended March 31, 2015.

Accounts receivable, which provided $14.4 million in cash in the three months ended March 31, 2016 compared to $1.4 million provided in the three months ended March 31, 2015, accounted for a $13.0 million year-over-year increase in cash provided as a result of $25.8improved collections due to improvements in billing procedures for several of our new clients in the three months ended March 31, 2016. Billings in excess of costs and estimated earnings on uncompleted contracts, which provided $4.0 million in cash in the three months ended March 31, 2016 and used $5.1 million in the same periodthree months ended March 31, 2015, accounted for a $9.1 million year-over-year change in cash used as a result of 2014.the contractual billing terms of our contracts. The improvements in these working capital components were partially offset by a decline in other liabilities due to the timing of payments and lower net income.

 

In the sixthree months ended June 30, 2015,March 31, 2016, we used net cash in investing activities of $39.8$2.7 million, consisting of $29.7$3.7 million for capital expenditures, and $11.4 million to acquire ESB, partially offset by $1.3$1.0 million of proceeds from the sale of equipment.

In the first sixthree months ended March 31, 2016, we used net cash of 2015, $3.2$25.4 million in financing activities, consisting of $25.7 million of cash was used to purchase shares of our common stock, which was partially offset by proceeds from stock options and tax benefits related to our stock compensation programs. The $3.2$25.7 million of cash used to purchase shares of our common stock consisted of $1.8$24.9 million purchased under our Repurchase Program and $1.4$0.8 million to purchase shares surrendered by employees to satisfy employee tax obligations under our stock compensation program. On July 30, 2015February 10, 2016, our Board of Directors approved an amended Repurchase Program, which increased the program from $25.0$67.5 million to $42.5$142.5 million, and extended the term of the program through AugustApril 30, 2017 and revised provisions of the Repurchase Program to enable the us to accelerate the pace of share repurchases. As of March 31, 2016. With the amendment, the2016, we had $73.1 million of remaining availability to purchase shares under the Repurchase Program increased to $25.0 million.Program.

17

 

We anticipate that our cash and cash equivalents on hand, $155.7$150.7 million borrowing availability under our credit facility, 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 purchases under our Repurchase Program. We expect that our capital spending in 20152016 will be similar to our capital spending inlower than the last two years.few years as we look to finance our fleet through an increased use of alternative financing approaches, such as leasing. Although we believe that we have adequate cash and availability under our credit agreement to meet our liquidity needs, any large projects or acquisitions may require additional capital.

 

The Company has not historically paid dividends and currently does not expect to pay dividends.

 

Debt Instruments

 

On December 21, 2011, we entered into a five-year syndicated Credit Agreement with a facility of $175.0 million (the “Facility”). The entire Facility is available for revolving loans and the issuance of letters of credit and up to $25.0 million is available for swingline loans. We have the option to increase the commitments under the Facility or enter into incremental term loans, subject to certain conditions, by up to an additional $75.0 million upon receipt of additional commitments from new or existing lenders. We are currently in discussions to amend and extend, or replace, the Facility.

 

Revolving loans under the Facility bear interest, at our option, at either (1) ABR, which is the greatest of the Prime Rate, the Federal Funds Effective Rate plus 0.50% or adjusted LIBOR plus 1.00%, plus in each case an applicable margin ranging from 0.00% to 1.00%; or (2) adjusted LIBOR plus an applicable margin ranging from 1.00% to 2.00%. The applicable margin is determined based on our Leverage Ratio, defined under the Credit Agreement as consolidated total indebtedness divided by consolidated EBITDA, as defined by the Credit Agreement. Letters of credit issued under the Facility are subject to a letter of credit fee of 1.00% to 2.00%, based on our Leverage Ratio and a fronting fee of 0.125%. Swingline loans bear interest at the ABR Rate. We are required to pay a 0.2% commitment fee on the unused portion of the Facility.

 

Subject to certain exceptions, the Facility is secured by substantially all of our assets and the assets of all of our subsidiaries and by a pledge of all of the capital stock of our subsidiaries. Our subsidiaries also guarantee the repayment of all amounts due under the Facility. The Credit Agreement provides for customary events of default. 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.

 

Under the Credit Agreement, we are subject to certain financial covenants and must maintain a maximum Leverage Ratio of 3.0,and a minimum interest coverage ratio of 3.0, defined under the Credit Agreement as Consolidated EBITDA divided by interest expense. We were in compliance with all of our debt covenants at June 30, 2015.March 31, 2016. The Credit Agreement also contains a number of covenants including limitations on asset sales, investments, indebtedness and liens.

 

As of June 30, 2015March 31, 2016 and December 31, 2014,2015, we had no debt outstanding. As of June 30, 2015outstanding and December 31, 2014, we had irrevocable standby letters of credit outstanding of approximately $19.3$24.3 million, including $17.5$17.6 million related to our payment obligation under our insurance programs and approximately $1.8$6.7 million related to contract performance obligations.

 

Off-Balance Sheet Transactions

 

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 on our balance sheets. Our significant off-balance sheet transactions such as liabilities associated with non-cancelable operating leases, letter of credit obligations and surety guarantees could be entered into in the normal course of business. We have not engaged in any off-balance sheet financing arrangements through special purpose entities.

 

For a discussion regarding off-balance sheet transactions, refer to Note 6, “Commitments and Contingencies” in the accompanying Notes to Consolidated Financial Statements.

 

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Concentration of Credit Risk

 

We grant trade credit under normal 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 located in the United States. Consequently, we are subject to potential credit risk related to changes in business and economic factors throughout the United States. 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 June 30, 2015,March 31, 2016, one customer individually exceeded 10.0% of consolidated accounts receivable with approximately 11.0%17.8% of the total consolidated accounts receivable amount (excluding the impact of allowance for doubtful accounts). As of June 30, 2014, twoMarch 31, 2015, no customers individually exceeded 10.0% of consolidated accounts receivable with approximately 16.5% and 13.1% of the total consolidated accounts receivable amount (excluding the impact of allowance for doubtful accounts). Management believes the terms and conditions in its contracts, billing and collection policies are adequate to minimize the potential credit risk.

 

New Accounting Pronouncements

 

For a discussion regarding new accounting pronouncements, please refer to Note 1.1, “Organization, Business and Basis of Presentation—Recently Issued Accounting Pronouncements” in the accompanying Notes to Consolidated Financial Statements.

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Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated 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 consolidated 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. For further information regarding our critical accounting policies and estimates, please refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” included in our 20142015 Annual Report.

 

Cautionary Statement Concerning Forward-Looking Statements and Information

 

We are including the following discussion to inform you of some of the risks and uncertainties that can affect our company and to take advantage of the protections for forward-looking statements that applicable federal securities law affords.

 

Various statements containedStatements in this Quarterly Report on Form 10-Q are “forward-looking statements”contain various forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act. Forward-lookingAct of 1934 (the “Exchange Act”), which represent our beliefs and assumptions concerning future events. When used in this document and in documents incorporated by reference, forward looking statements include, those that express a belief, expectationwithout limitation, statements regarding financial forecasts or intention, as well as thoseprojections, and our expectations, beliefs, intentions or future strategies that are not statements of historical fact, and may include projections and estimates concerningsignified by the timing and success of specific projects and our future revenue, income, backlog, liquidity, capital spending and investments. The forward-looking statements in this quarterly report on Form 10-Q are generally accompanied by words such as “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-lookingforward looking statements in this quarterly report on Form 10-Q speak only as of the date of this quarterly report on Form 10-Q and are based on our current expectations and assumptions about future events, including with respect to expected growth, results of operations, performance, business prospects and opportunities and effective tax rates. These statements do not guarantee future performance and actual results may differ materially from these statements.10-Q. We disclaim any obligation to update these statements unless(unless required by securities laws,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 considerswe consider 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 under the caption “Forward-Looking Statements” and in Item 1A “Risk Factors” in our 20142015 Annual Report, and in any risk factors or cautionary statements contained in our other filings with the Securities and Exchange Commission, 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.

 

These risks, contingencies and uncertainties include, but are not limited to, the following:

 

·Our operating results may vary significantly from period to period.

 

·Our industry is highly competitive.

 

·We may be unsuccessful in generating internal growth.

 

·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.

 

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·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.

 

·Our business is labor intensive and we may be unable to attract and retain qualified employees.

 

·

The timing of new contracts and termination of existing contracts may result in unpredictable fluctuations in our cash flows and financial results.

·Backlog may not be realized or may not result in profits and may not accurately represent future revenue.

·Our business growth could outpace the capability of our internal resources.

 

·We may dependOur dependence on suppliers, subcontractors and equipment manufacturers could expose us to assist usthe risk of loss in providing certain services.our operations.

 

·Our participation in joint ventures and other projects with third parties may expose us to liability for failures of our partners.

 

·Legislative or regulatory actions relating to electricity transmission and renewable energy may impact demand for our services.

 

·Our use of percentage-of-completion accounting could result in a reduction or reversal of previously recognized profits.

 

·Our actual costs may be greater than expected in performing our fixed-price and unit-price contracts.

 

·Our financial results are based upon estimates and assumptions that may differ from actual results.

 

·The loss of a key customer could have an adverse affect on us.

 

·Our failure to comply with environmental and other laws and regulations could result in significant liabilities.

 

·Unavailability or cancellation of third party insurance coverage would increase our overall risk exposure and could disrupt our operations.

 

·We may incur liabilities and suffer negative financial or reputational impacts relating to occupational health and safety matters.

 

·We extend trade credit to customers for purchases of our services, and may have difficulty collecting receivables from them.

 

·We may not be able to compete for, or work on, certain projects if we are not able to obtain the necessary bonds.bonds, letters of credit, bank guarantees or other financial assurances.

 

·Inability to hire or retain key personnel could disrupt our business.

 

·Work stoppages or other labor issues with our unionized workforce could adversely affect our business.

 

·Multi-employer pension plan obligations related to our unionized workforce could adversely impact our earnings.

 

·We may fail to execute or integrate future acquisitions or joint ventures successfully.

 

·Our business may be affected by seasonal and other variations, including severe weather conditions.

 

·We may not have access in the future to sufficient funding to finance desired growth and operations.

 

·Our operations are subject to a number of operational risks which may result in unexpected costs or liabilities.

 

·Opportunities associated with government contracts could lead to increased governmental regulation applicable to us.

 

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·Risks associated with operating in the Canadian market could restrict our ability to expand and harm our business and prospects.

 

·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 nature of our business exposes us to warranty claims, which may reduce our profitability.

 

·Certain provisions in our organizational documents and Delaware law could delay or prevent a change in control of our company.

 

·We, or our business partners, may be subject to failures, interruptions or breaches of information technology systems, which could affect our competitive position or damage our reputation.

 

·Our stock price and trading volume may be volatile and future sales of our common stock could lead to dilution of our issued and outstanding common stock.

 

·We are subject to risks associated with climate change.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As of June 30, 2015,March 31, 2016, we were not party to any derivative instruments. We did not use any material derivative financial instruments during the sixthree months ended June 30,March 31, 2016 and 2015, and 2014, including trading or speculation on changes in interest rates or commodity prices of materials used in our business.

 

As of June 30, 2015,March 31, 2016, we had no borrowings outstanding under the Facility. Borrowings under the Facility are based upon an interest rate that will vary depending upon the prime rate, federal funds rate and LIBOR. If we had borrowings outstanding under the Facility and if the prime rate, federal funds rate or LIBOR increased, our interest payment obligations on outstanding borrowings would 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 variable rates of interest when we have outstanding borrowings.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Under the supervision, and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2015.March 31, 2016.

 

Changes in Internal Control Over Financial Reporting

 

During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II—OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

For further discussion regarding legal proceedings, please refer to Note 6, “Commitments and Contingencies—Litigation and Other Legal Matters” in the accompanying Notes to Consolidated Financial Statements.

 

ITEM 1A. RISK FACTORS

 

As of the date of this filing, there have been no material changes to the risk factors previously discussed in Item 1A to our 20142015 Annual Report. An investment in our common stock involves various risks. When considering an investment in our company, you should carefully consider all of the risk factors described in our 20142015 Annual Report. These risks and uncertainties are not the only ones facing us and there may be additional matters that are not known to us or that we currently consider immaterial. These risks and uncertainties could adversely affect our business, financial condition or future results and, thus, the value of our common stock and any investment in our company.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Purchases of Common Stock. The following table includes all of the Company’s repurchases of common stock for the periods shown, including those made pursuant to publicly announced plans or programs and those not made pursuant to publicly announced plans or programs. Repurchased shares are retired and returned to authorized but unissued common stock.

 

 

Period

 Total Number of
Shares
Repurchased (1)
  Average
Price
Paid per
Share
  Total Number of
Shares Purchased as
Part of Publicly
Announced  Plans or
Programs (2)
  Approximate Dollar
Value of Shares That
May Yet Be Purchased
Under the Plans
or Programs
 
             
April 1, 2015 - April, 30 2015    $     $7,549,850 
May 1, 2015 - May, 31 2015  966  $29.71     $7,549,850 
June 1, 2015 - June, 30 2015    $     $7,549,850 
Total  966  $29.71        
Period 

Total Number of

Shares

Repurchased (1)

  

Average

Price

Paid per

Share

  

Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs (2)

  

Approximate Dollar

Value of Shares That

May Yet Be Purchased

Under the Plans or

Programs

 
             
January 1, 2016 - January, 31 2016  286,249  $19.21   286,249  $19,295,244 
February 1, 2016 - February, 29 2016  295,984  $20.24   283,425  $88,563,778 
March 1, 2016 - March, 31 2016  643,520  $24.88   622,442  $73,069,237 
Total  1,225,753  $22.44   1,192,116     

 

 

(1)This column includes all repurchases of common stock, including stock repurchased under announced repurchase programs and stock repurchased outside such programs. The Company repurchased 966 shares of its common stock to satisfy tax obligations on the vesting of restricted stock and performance shares under the 2007 Long-Term Incentive Plan (as amended).

(2)On August 1, 2012, the Company’s Board of Directors authorized the repurchase of up to $20.0 million of the Company’s common stock (“Repurchase Program”), and the Company subsequently established a Rule 10b5-1 plan to facilitate this repurchase. The share repurchase program was authorized through August 9, 2013. In May 2013, the Company’s Board of Directors approved an extension of the program through August 9, 2014has extended and increased the size of the programRepurchase Program several times since 2012. This column includes all repurchases of common stock, including stock repurchased under the Repurchase Program and stock repurchased outside the Repurchase Program. The Company repurchased 33,637 shares of its common stock to $22.5 million. In May 2014,satisfy tax obligations on the Company’s Boardvesting of Directors approved an extension ofrestricted stock under the program through August 31, 2015 and2007 Long-Term Incentive Plan (as amended).

(2)On February 10, 2016, the Company increased the size of the program to $25.0 million. In July 2015, the Company’s Board of Directors approved an amendment of the program, which increased the size of the program to $42.5Repurchase Program by $75.0 million and extended the termprogram through AugustApril 30, 2017. Through March 31, 2016. The2016, the Company has purchased 723,9643,027,236 shares under this program.the Repurchase Program.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

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ITEM 6. EXHIBITS

 

Number Description
10.1 Form of Independent Director Phantom Stock and Dividend Equivalents Award under the 2007 Long-Term Incentive Plan+†
31.1 Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a)†
31.2 Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a)†
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350†
32.2 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
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SIGNATURE

 

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

 

 MYR GROUP INC.
 (Registrant)
  
August 5, 2015May 4, 2016/s/ PAUL J. EVANSBetty R. Johnson
 Senior Vice President, Chief Financial Officer and Treasurer

 

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