Attached files

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EX-99.3 - EXHIBIT 99.3 - MYR GROUP INC.tv502188_ex99-3.htm
EX-99.2 - EXHIBIT 99.2 - MYR GROUP INC.tv502188_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - MYR GROUP INC.tv502188_ex99-1.htm
EX-23.1 - EXHIBIT 23.1 - MYR GROUP INC.tv502188_ex23-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 8-K/A

 

(Amendment No. 1)

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 18, 2018 (July 2, 2018)

 

MYR GROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware 1-08325 36-3158643

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

 

1701 Golf Road, Suite 3-1012

Rolling Meadows, IL

  60008
(Address of Principal Executive Offices)   (ZIP Code)

 

Registrant’s telephone number, including area code:  (847) 290-1891

 

None

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

 

 

 

   

 

 

Explanatory Note

 

Pursuant to the requirements of the Securities Exchange Act of 1934, MYR Group Inc. (the “Company”) is filing this Current Report on Form 8-K/A to amend its Current Report on Form 8-K filed on July 3, 2018 to provide the required financial information relating to its acquisition of substantially all of the assets of Huen Electric, Inc., an electrical contracting firm based in Illinois, Huen Electric New Jersey Inc., an electrical contracting firm based in New Jersey, and Huen New York, Inc., an electrical contracting firm based in New York (the “Acquisition”).

 

Item 9.01 Financial Statements and Exhibits.

 

(a)Financial Statements of Businesses Acquired.

 

(1)The audited combined financial statements of Huen Electric, Inc. (Illinois, New York and New Jersey Corporations) as of and for the years ended December 31, 2017 and 2016, and the related notes to such audited combined financial statements, are filed as Exhibit 99.1 hereto.

 

(2)The unaudited condensed combined interim financial statements of Huen Electric, Inc. (Illinois, New York and New Jersey Corporations) as of June 30, 2018 and for the six months ended June 30, 2018 and June 30, 2017, and the related notes to such unaudited condensed combined interim financial statements, are filed as Exhibit 99.2 hereto.

 

(b)Pro Forma Financial Information.

 

The unaudited pro forma financial information of the Company as of and for the six months ended June 30, 2018 and for the year ended December 31, 2017 and the notes related thereto, are filed as Exhibit 99.3 hereto.

 

(d)Exhibits.

 

23.1 Consent of Warady & Davis LLP, Independent Auditors of Huen Electric, Inc. (Illinois, New York and New Jersey Corporations).
   
99.1 Audited Combined Financial Statements of Huen Electric, Inc. (Illinois, New York and New Jersey Corporations) as of and for the years ended December 31, 2017 and 2016 and the related notes to such audited combined financial statements.
   
99.2 Unaudited Condensed Combined Interim Financial Statements of Huen Electric, Inc. (Illinois, New York and New Jersey Corporations) as of June 30, 2018, and for the six months ended June 30, 2018 and June 30, 2017, and the related notes to such unaudited condensed combined interim financial statements.
   
99.3 Unaudited Pro Forma Condensed Combined Financial Statements as of and for the six months ended June 30, 2018 and for the year ended December 31, 2017, and the notes related thereto.

 

   

 

  

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 hereunto duly authorized.

 

  MYR GROUP INC.
     
Dated: September 18, 2018 By: /s/ BETTY R. JOHNSON
    Name: Betty R. Johnson
    Title: Senior Vice President, Chief Financial Officer and Treasurer