MYR GROUP INC
10-Q, 1999-07-23
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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                                Form 10-Q

                    SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549

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

              For the quarterly period ended   June 30, 1999

                                    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   1-8325

                             MYR GROUP INC.
          (Exact name of registrant as specified in its charter)

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

 1701 W. Golf Road, Suite 1012, Tower Three, Rolling Meadows, IL    60008
         (Address of principal executive offices)                 (Zip Code)
                              (847) 290-1891
             Registrant's telephone number, include 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
  and 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.

  Yes  X           No

            APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

               PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

       Indicate by  check  mark whether  the  registrant has  filed  all
  documents and reports required to be filed by Sections 12, 13 or 15(d)
  of the Securities Exchange Act of 1934 subsequent to the  distribution
  of securities under a plan confirmed by a court.

  Yes               No

  Indicate the  number of  shares outstanding  of each  of the  issuer's
  classes of common stock, as of July 16, 1999: 5,974,165

<PAGE>
                              MYR GROUP INC.

                                I N D E X



  PART I.   Financial Information                              Page No.
                                                               --------
    Item 1.  Financial Statements

            Condensed Consolidated Balance Sheets -
            June 30, 1999 and December 31, 1998                   2

            Condensed Consolidated Statements of Income -
            Three and Six Months Ended June 30, 1999 and 1998     3

            Condensed Consolidated Statements of Cash Flows -
            Six Months Ended June 30, 1999 and 1998               4

            Notes to Condensed Consolidated Financial Statements  5-7

    Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations         8-10

  PART II.  Other Information

    Item 1. Legal Proceedings                                     10

   Item 4.  Submission of Matters to a Vote of Security Holders   10

   Item 6.  Exhibits and Reports on Form 8-K                      10

  SIGNATURE                                                       11

<PAGE>

    Part I, Item 1
    Financial
    Information

<TABLE>
    MYR Group Inc.

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Dollars in thousands)
<CAPTION>
    ----------------------------------------------------------------------
                                                     June 30      Dec. 31
                                                       1999        1998
                                                   -----------------------
                                                    (Unaudited)      *
    ----------------------------------------------------------------------
    <S>                                           <C>          <C>
    ASSETS
    Current assets:
        Cash and cash equivalents                 $        545 $     1,372
        Contract receivables including retainage        72,152      68,112
        Costs and estimated earnings in excess of
         billings on uncompleted contracts              19,076      17,092
        Deferred income taxes                            6,153       6,153
        Other current assets                               492         239
                                                   -----------------------
    Total current assets                                98,418      92,968
                                                   -----------------------

    Property and equipment:                             57,722      56,706
        Less accumulated depreciation                   41,851      40,604
                                                   -----------------------
                                                        15,871      16,102
                                                   -----------------------
    Other assets                                         1,494       1,129
                                                   -----------------------
    Total assets                                  $    115,783 $   110,199
                                                   =======================
<PAGE>

    LIABILITIES
    Current liabilities:
        Current maturities of long-term debt      $      5,712 $     7,813
        Accounts payable                                20,669      14,135
        Billings in excess of costs and estimated
         earnings on uncompleted contracts              10,123       9,448
        Accrued insurance                               14,745      13,868
        Other current liabilities                       14,946      17,528
                                                   -----------------------
    Total current liabilities                           66,195      62,792
                                                   -----------------------

    Deferred income taxes                                1,051       1,052
    Other liabilities                                      392         393
    Long-term debt:
        Promissory notes and other debt                    250         917
        Industrial revenue bond                            250         250
        Subordinated convertible debentures              3,632       5,447
                                                   -----------------------
    Total long-term debt                                 4,132       6,614
                                                   -----------------------
    SHAREHOLDERS' EQUITY
    Common stock and additional paid-in capital          8,190       7,009
    Retained earnings                                   39,102      34,335
    Restricted stock awards and shareholders'
    notes receivable                                    (3,279)     (1,996)
                                                   -----------------------
    Total shareholders' equity                          44,013      39,348
                                                   -----------------------
    Total liabilities and shareholders' equity    $    115,783 $   110,199
                                                   =======================

    *Condensed from audited financial statements
    ----------------------------------------------------------------------
    The "Notes to Condensed Consolidated Financial Statements"
    are an integral part of this statement.

</TABLE>
<PAGE>
<TABLE>
    MYR Group Inc.

    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (Dollars in thousands except per share amounts)
    (Unaudited)

    ------------------------------------------------------------------------
    Periods Ended June 30               Three Months          Six Months
    ------------------------------------------------------------------------
                                       1999      1998       1999      1998
                                    --------   --------  --------   --------
    <S>                            <C>        <C>       <C>        <C>
    Contract revenue               $ 118,524  $ 109,666 $ 225,851  $ 220,337

    Contract cost                    103,841     98,613   199,410    200,355
                                    --------   --------  --------   --------
    Gross profit                      14,683     11,053    26,441     19,982

    Selling, general and
     administrative expenses           8,768      7,244    17,365     13,983
                                    --------   --------  --------   --------

    Income from operations             5,915      3,809     9,076      5,999

    Other income (expense)
        Interest income                   37          2        39          6
        Interest expense                (280)      (551)     (555)      (996)
        Gain on sale of property
         and equipment                    90        227       181        274
        Miscellaneous                    (30)       (35)      (72)       (28)
                                    --------   --------  --------   --------
    Income before taxes                5,732      3,452     8,669      5,255

    Income tax expense                 2,293      1,381     3,468      2,102
                                    --------   --------  --------   --------
    Net income                     $   3,439  $   2,071  $  5,201  $   3,153
                                    ========   ========   =======   ========

    Earnings per share:
        Basic                      $     .58  $     .37  $    .89  $     .57
                                    ========   ========   =======   ========

        Diluted                    $     .51  $     .31  $    .78  $     .48
                                    ========   ========   =======   ========

    Dividends per common share     $   .0375  $    .035  $   .075  $    .070
                                    ========   ========   =======   ========

    Average number of shares
    outstanding:
        Basic                          5,971      5,607     5,856      5,578
        Diluted                        6,760      6,691     6,720      6,660

    ------------------------------------------------------------------------
    The "Notes  to Condensed Consolidated Financial  Statements"
    are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>

    MYR Group Inc.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Dollars in thousands)
    (Unaudited)

    -------------------------------------------------------------------
    Six Months Ended June 30                       1999          1998
    -------------------------------------------------------------------
    <S>                                          <C>          <C>
    CASH FLOWS FROM OPERATIONS

    Income from continuing operations            $   5,201    $   3,153
    Adjustments to reconcile net income to
     cash flows from operations
          Depreciation and amortization              1,939        2,408
          Amortization of unearned stock awards        171          112
          Gain from disposition of assets             (181)        (274)
          Changes in assets and liabilities            788       (9,878)
                                                  --------     --------
    Cash flows from operations                       7,918       (4,479)
                                                  --------     --------

    CASH FLOWS FROM INVESTMENTS

    Expenditures for property and equipment         (1,783)      (1,885)
    Proceeds from disposition of assets                256          446
                                                  --------     --------
    Cash flows from investments                     (1,527)      (1,439)
                                                  --------     --------

    CASH FLOWS FROM FINANCING

    Proceeds (repayments) from long term debt       (4,583)       3,051
    Proceeds from exercise of stock options            937           98
    Issuance of shareholder notes                   (1,645)           -
    Purchase of treasury stock                      (1,491)           -
    Increase in deferred compensation                   (1)           7
    Dividends paid                                    (435)        (395)
                                                  --------     --------
    Cash flows from financing                       (7,218)       2,761
                                                  --------     --------

    Decrease in cash and cash equivalents             (827)      (3,157)
    Cash and cash equivalents at beginning of year   1,372        3,757
                                                  --------     --------
    Cash and cash equivalents at end of period   $     545    $     600
                                                  ========     ========

    -------------------------------------------------------------------
    The "Notes to Condensed Consolidated Financial Statements" are
    an integral part of this statement.
</TABLE>
<PAGE>


  MYR Group Inc.

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (Unaudited)

  1 - Basis of Presentation

  The condensed consolidated  balance sheets, statements  of income  and
  statements of cash flows include the  accounts of the Company and  its
  subsidiaries.   All material  intercompany balances  and  transactions
  have been eliminated.

  The financial information included herein is unaudited; however,  such
  information reflects  all  adjustments (consisting  solely  of  normal
  recurring adjustments)  which  are,  in  the  opinion  of  management,
  necessary for a fair presentation of results for the interim period.

  The results of operations for the six month period ended June 30, 1999
  are not necessarily indicative of the  results to be expected for  the
  full year.

<PAGE>

  2 - Earnings Per Share
      (Dollars in thousands except per share amount)

  Basic and diluted weighted average shares outstanding and earnings per
  share on net income are as follows:

<TABLE>
                                       Period Ended June 30
                              ----------------------------------------
                                 Three Months            Six Months
                              -----------------      -----------------
                               1999        1998       1999        1998
                              -----       -----      -----       -----
 <S>                          <C>         <C>        <C>         <C>
 Share Data:
  Basic Shares                5,971       5,607      5,856       5,578
  Common equivalent shares      430         725        505         723
  Shares assumed converted      359         359        359         359
                              -----       -----      -----       -----
  Diluted shares              6,760       6,691      6,720       6,660
                              =====       =====      =====       =====


                                    Three Months Ended June 30
                              ----------------------------------------
                                    1999                  1998
                              -----------------      -----------------
                              Total     Per Share    Total    Per Share
                              -----       -----      -----       -----
 Net Income:
  Basic                      $3,439   $    0.58     $2,071    $   0.37
  Interest on convertible
     subordinated shares         22                     21
                              -----                  -----
  Diluted                    $3,461   $    0.51     $2,092    $   0.31
                              =====                  =====


                                     Six Months Ended June 30
                              ----------------------------------------
                                    1999                   1998
                              -----------------      -----------------
                              Total     Per Share    Total    Per Share
                              -----       -----      -----       -----
 Net Income:
  Basic                      $5,201   $    0.89     $3,153   $    0.57
  Interest on convertible
   subordinated shares           44                     44
                              -----                  -----
  Diluted                    $5,245   $    0.78     $3,197    $   0.48
                              =====                  =====
</TABLE>
<PAGE>
<TABLE>

  3 - Supplemental Quarterly Financial Information
      (Unaudited)
      (Dollars in thousands except per share amounts)

  -------------------------------------------------------------------------
                                               1999
  -------------------------------------------------------------------------
                               Mar. 31  June 30   Sept 30  Dec 31     Year
  <S>                         <C>      <C>        <C>      <C>      <C>
  Contract revenue            $107,327 $ 118,524                    $225,851

  Gross profit                  11,758    14,683                      26,441

  Net income                     1,762     3,439                       5,201

  Earnings per share-Basic:       0.31      0.58                        0.89

  Earnings per share-Diluted:     0.27      0.51                        0.78

  Dividends paid per share      0.0375    0.0375                       0.075

  Market price:
   High                          12.00     18.00                       18.00
   Low                           10.06     11.75                       10.06



                                               1998
  -------------------------------------------------------------------------
                              Mar. 31   June 30   Sept 30   Dec 31    Year
  -------------------------------------------------------------------------

  Contract revenue           $ 110,671 $ 109,666  $122,282 $116,724 $459,343

  Gross profit                   8,929    11,053    12,224   13,014   45,220

  Net income                     1,082     2,071     2,285    2,450    7,888

  Earnings per share-Basic:       0.20      0.37      0.40     0.43     1.40


  Earnings per share-Diluted:     0.17      0.31      0.34     0.38     1.20


  Dividends paid per share       0.035     0.035     0.035    0.035     0.14

  Market price:
   High                          12.81     14.25     16.88    12.88    16.88
   Low                           11.31     11.31     10.69    10.13    10.13

</TABLE>
<PAGE>

  4.  Pending Accounting Pronouncements

  In 1998, the Financial Accounting Standards Board issued SFAS No. 133,
  "Accounting for Derivative Instruments  and Hedging Activities".  SFAS
  No. 133 establishes accounting and reporting standards for  derivative
  instruments, including  certain  derivative  instruments  embedded  in
  other contracts,  (collectively referred  to as  derivatives) and  for
  hedging activities.  This standard  is effective  for years  beginning
  after June 15, 2000. The Company  believes the implementation of  this
  pronouncement will  not  have  a  material  impact  on  the  Company's
  reported financial position, results of operations and cash flows.


  5.  Segment Reporting
      (Dollars in thousands)

  The Company adopted  SFAS No. 131,  "Disclosures about Segments  of an
  Enterprise and  Related  Information", during  the  fourth quarter  of
  1998. SFAS  No. 131  established standards  for  reporting information
  about operating segments in  annual financial statements  and requires
  selected information  about operating  segments  in interim  financial
  reports issued  to  stockholders. Operating  segments  are defined  as
  components of an enterprise about which separate financial information
  is available  that  is  evaluated  regularly  by the  chief  operating
  decision maker, or decision making group, in  deciding how to allocate
  resources and in assessing  performance. The adoption of  SFAS No. 131
  did not affect  results of operations  or financial position,  but did
  affect the disclosure of segment information.
<PAGE>
  The Company  is  engaged  primarily  in  two segments:  infrastructure
  services  and   commercial/industrial  construction.   The  accounting
  policies of the operating segments are the  same as those described in
  the  summary  of  significant  accounting  policies  except  that  the
  financial results have been prepared using a management approach. This
  approach is consistent with  the basis and manner  in which management
  internally disaggregates  financial  information  for  the purpose  of
  assisting in making internal  operating decisions and  is exclusive of
  corporate selling, general  and administrative expenses,  net interest
  expense and  other  income.  Identifiable  assets  include all  assets
  directly identified with the reportable segments including retentions,
  accounts receivable,  property,  equipment  and  costs  and  estimated
  earnings in  excess of  billings on  uncompleted  contracts. Corporate
  assets include cash,  deferred tax assets,  and other assets  that are
  corporate in nature.
<TABLE>
                             Infrastructure Commercial/ Corporate
                                Services    Industrial  and Other  Consolidated
                                --------    --------     ------     ---------
 <S>                           <C>         <C>          <C>        <C>
 Three months ended
  June 30, 1999
 Contract revenue              $  79,018   $  39,506    $     -    $  118,524
 Depreciation and amortization       919         115         87         1,121
 Income before taxes               7,007       1,595     (2,870)        5,732
 Segment assets                   70,721      36,920      8,142       115,783
 Capital expenditures              1,541          40          -         1,581

 Three months ended
  June 30, 1998
 Contract revenue                 57,838      51,828          -       109,666
 Depreciation and amortization     1,096          75         49         1,220
 Income before taxes               4,371       1,499     (2,418)        3,452
 Segment assets                   61,874      53,295      4,180       119,349
 Capital expenditures                824         109          -           933

 Six months ended
  June 30, 1999
 Contract revenue              $ 152,119   $  73,732    $     -    $  225,851
 Depreciation and amortization     1,794         145        171         2,110
 Income before taxes              12,939       2,137     (6,407)        8,669
 Capital expenditures              1,722          61          -         1,783

 Six months ended
  June 30, 1998
 Contract revenue                108,793     111,544          -       220,337
 Depreciation and amortization     2,264         155        101         2,520
 Income before taxes               6,840       3,414     (4,999)        5,255
 Capital expenditures              1,726         159          -         1,885

</TABLE>
<PAGE>

  Part I Item 2.    Management's Discussion and Analysis of
                    Financial Condition and Results of Operations
                    for the Three and Six Months Ending June 30, 1999


  Results of Operations

  Revenue for the  three and six  month periods was  $118.5 million  and
  $225.9 million compared to $109.7 million and $220.3 million in  1998.
  Revenues for the infrastructure segment increased 36.6% over the prior
  year.  Commercial/industrial  revenues increased  9.7% over the  prior
  year after excluding the 1998 revenues from the major hotel and casino
  project in Las Vegas, NV that was completed in late 1998.

  Gross profit for the three and six month periods was $14.7 million and
  $26.4 million, compared to  $11.1 million and  $20.0 million in  1998.
  Gross profit as a  percentage of revenue was  12.4% and 11.7% for  the
  three and six month periods, compared  to 10.1% and 9.1% in 1998.  The
  1999 gross  profit  percentage  increased primarily  due  to  improved
  productivity  in  the   infrastructure  services   business  and   the
  completion of a relatively low  margin, cost-plus fixed-fee hotel  and
  casino project in Las Vegas, Nevada in late 1998.

  Revenue and  gross  profit comparisons  from  quarter to  quarter  and
  comparable quarters of different periods may be impacted by  variables
  beyond the control of the Company.  Such variables include unusual  or
  unseasonable weather and delays  in receipt of construction  materials
  on projects where  the materials are  provided to the  Company by  its
  clients. The different mix of the Company's work from period to period
  can impact the gross margin percentage.  As the percentage of  revenue
  derived  from  projects  in  which  the  Company  supplies   materials
  increases, the gross  profit percentage will  generally decrease.   As
  the percentage  of  revenue  derived from  cost-plus  work  increases,
  margins may also  decrease since  this work  involves lower  financial
  risk.  Finally, since the  Company's revenues are derived  principally
  from  providing   construction   labor  services,   insurance   costs,
  particularly for workers'  compensation, are a  significant factor  in
  the Company's  contract cost  structure.   Fluctuations  in  insurance
  reserves for claims under retrospective rated insurance  programs  can
  have a significant impact on gross margins, either upward or downward,
  in the period in which such insurance reserve adjustments are made.

  Selling, general and  administrative expenses  for the  three and  six
  month periods were $8.8  million and $17.4  million, compared to  $7.2
  million and $14.0  million in  1998. The  increase reflects  increased
  training related  costs  associated with  new  management  development
  programs,  higher  professional  fees,  costs  related  to  additional
  personnel, and  higher  incentive compensation  accruals  on  improved
  profit levels in comparison to the prior year.

  Net interest expense for the three and six month periods was  $243,000
  and $516,000 compared to $549,000 and $990,000 in 1998.  This decrease
  was primarily due  to lower average  outstanding bank  debt levels  in
  1999 due to  the reduced retention  receivable balances  on the  major
  hotel and casino project in Las Vegas, NV.
<PAGE>
  Gain on  sale of  property and  equipment  for the three and six month
  periods was $90,000 and $181,000, compared to $227,000 and $274,000 in
  1998.  The gains reflect sales and disposals in our continuing efforts
  to modernize the equipment fleet.

  Other expense for  the three  and six  month periods  was $30,000  and
  $72,000, compared to other  expenses of $35,000  and $28,000 in  1998.
  Other expense  consisted  primarily  of  bank  fees,  offset  by  cash
  discounts.

  Income tax  expense for  the  three and  six  month periods  was  $2.3
  million and $3.5 million, compared to $1.4 million and $2.1 million in
  1998.  As a percentage of income,  the effective rate was 40% in  1999
  and 1998.

  The Company's backlog at June 30, 1999 was $160.8 million, compared to
  $140.1 million at December  31, 1998, and $143.4  million at June  30,
  1998.  Substantially all the current backlog will be completed  within
  twelve months and approximately 80% will be completed by December  31,
  1999.

  Liquidity and Capital Resources
  The Company has a $20 million  revolving credit facility.  As of  June
  30, 1999,  there  was $3.0  million  outstanding under  the  revolving
  credit facility.  The Company has  outstanding letters of credit  with
  Banks totaling $4.7 million.  The Company anticipates that its  credit
  facility, cash  balances  and  internally generated  cash  flows  will
  continue to be sufficient to fund operations, capital expenditures and
  debt service requirements.   The Company  is also  confident that  its
  financial  condition  will   allow  it  to   meet  long-term   capital
  requirements.

  In March  1999,  the  Company's  Board  of  Directors  authorized  the
  purchase of up to  750,000 shares of  its common stock.   In 1999  and
  1998, purchases  under  the  prior stock  repurchase  program  totaled
  144,808 and  19,494  shares at  a  cost of  $1,492,000  and  $248,000,
  respectively.

  In March 1999, the Company loaned two officers $1,645,000 in total for
  the exercise cost and tax liability associated with exercising options
  on 347,225 shares that were expiring in 1999.  The portion related  to
  the exercise price,  $886,000, is classified  in stockholders'  equity
  and the balance that relates to the withholding taxes paid is included
  in other assets.

  Capital expenditures for  the three and  six month  periods were  $1.6
  million and $1.8  million, compared to  $934,000 and  $1.9 million  in
  1998.  Capital expenditures during these periods were used for  normal
  property and equipment additions, replacements and upgrades.  Proceeds
  from the  disposal  of  property and  equipment  for  the  six  months
  amounted to $256,000 and $446,000 in 1998.  The Company plans to spend
  approximately $5.5 million on capital improvements during 1999.
<PAGE>
  Cash flows provided  from operations amounted  to $7.9 million,  which
  was used for repayments on long term debt of $4.6 million, net capital
  expenditures of $1.5 million, the purchase  of treasury stock of  $1.5
  million, dividends paid of $435,000, and the financing of  shareholder
  stock option exercises of  $1.6 million, offset  by proceeds from  the
  exercise of  stock  options  of $937,000.    The  Company's  financial
  condition continues  to  be strong  at  June 30,  1999,  with  working
  capital of $32.2  million compared to  $30.2 million  at December  31,
  1998.

  Year 2000 Compliance
  The "Year 2000 problem" arose because many existing computer  programs
  use only the last  two digits to  refer to a  year.  Therefore,  these
  computer programs do not  properly recognize a  year that begins  with
  "20" instead of the  familiar "19."  If  not corrected, many  computer
  applications could fail or  create erroneous results.   The extent  of
  the potential impact of the Year 2000 problem is not yet known, and if
  not timely corrected, it could affect the global economy.

  State of Readiness

  In 1997,  the  Company established  an  organization wide  project  to
  identify non-compliant  items,  formulate corrective  actions  and  to
  implement these changes to mitigate the year 2000 issue.  The  Company
  has identified three categories of components that require attention:
  1. Information technology ("IT") systems, such as mainframes,
     midranges, personal computers, software and networks
  2. Non-IT systems such as equipment, machinery, climate control,
     security and telephone systems, which may contain micro-controllers
     with embedded technology
  3. Third party IT and Non-IT systems

  The table below summarizes the estimated completion percentages of the
  three categories and stages that are being undertaken to mitigate  the
  Year 2000 issue.

<TABLE>
                  Identification  Formulation  Implementation
                    of material  of corrective  of corrective     Planned
                      items         actions        actions      Completion
                      -----         -------        -------    ---------------
  <S>                  <C>           <C>             <C>      <C>
  IT systems           100%          100%            95%      September, 1999
  Non-IT systems       100%           90%            90%      September, 1999
  Third party systems  100%           90%            90%      September, 1999

</TABLE>

  Although the Company  has contacted its  major suppliers to  determine
  their readiness regarding  the Year 2000  issue and  has been  assured
  that they are working to mitigate its effects, the Company has no  way
  of determining what level of compliance  they will attain by the  year
  2000.  The Company is currently in the process of contacting its major
  customers to  evaluate  their  planned  level  of  compliance.    Upon
  receiving  the  responses,  the  Company  will  formulate   corrective
  actions. There  is no  guarantee that  systems of  other companies  on
  which the Company's systems  rely will be  timely converted and  would
  not have an adverse effect on the Company's systems.
<PAGE>
  If all  material  components are  not  identified or  all  appropriate
  corrective actions are  not taken  or are  not completed  in a  timely
  manner, the  Year 2000  issue  could have  a  material impact  on  the
  operations of the Company.

  Year 2000 Costs
  Costs related to the Year 2000 issue are funded through operating cash
  flows and  are being  expensed as  incurred.   As  of June  1999,  the
  Company has expended funds in remediation efforts, which consisted  of
  costs associated with modifying the source code of existing  software.
  This amount  has  been  immaterial to  the  Company.  Based  upon  the
  Company's investigations to date, it estimates the total costs related
  to the Year 2000 issue would be immaterial. A number of other upgrades
  have been  made to  systems  in the  normal  course of  business  that
  mitigate Year 2000 issues.  This amount may vary substantially as  the
  Company continues  to evaluate  items associated  with the  Year  2000
  issue.

  Year 2000 Risks
  The most reasonably likely worst case scenario for the Company is  the
  failure of a supplier to be  Year 2000 compliant such that its  supply
  of needed products or services is interrupted temporarily. This  could
  result in the Company  not being able to  fulfill its obligation on  a
  construction contract, which  could cause lost  sales and profits  and
  possibly additional exposure for non-performance and damage claims.

  Year 2000 Contingency Plans
  The Company  is currently  evaluating business  disruption  scenarios,
  coordinating the  establishment of  Year  2000 contingency  plans  and
  identifying   and   implementing   preemptive   strategies.   Detailed
  contingency plans for critical business processes will be developed by
  September 1999.

  The costs of the project and the date on which the Company believes it
  will complete the  Year 2000 project  are based  on management's  best
  estimates, which  were  derived  utilizing  numerous  assumptions  and
  future  events,  including  the  continued  availability  of   certain
  resources and other factors.  However, there can be no guarantee  that
  these estimates  will  be achieved  and  actual results  could  differ
  materially from those anticipated.  Specific factors that might  cause
  such material  differences  include,  but  are  not  limited  to,  the
  availability and cost of personnel trained  in this area, the  ability
  to locate and correct all relevant  codes, the level of compliance  by
  key suppliers and customers, and similar uncertainties.

<PAGE>
                                 PART II


  Item 1.  Legal Proceedings

  There were no  material developments  during the  quarter relating  to
  legal proceedings previously reported by the Company.

  Item 4.Submission of Matters to a Vote of Security Holders

  No matters were submitted to a vote of security holders in the  second
  quarter of 1999 that were not previously disclosed.

  Item 6.  Exhibits and Reports on Form 8-K

    a. Exhibits filed herewith are listed in the Exhibit Index filed  as
       a part hereof and incorporated herein by reference.

    b. No reports on  Form 8-K  were filed by  the Company  for the  2nd
       Quarter of 1999.

  CAUTIONARY  STATEMENT--  This  Report  may  contain  statements  which
  constitute "forward-looking"  information as  defined in  the  Private
  Securities Litigation  Reform Act  of 1995  or by  the Securities  and
  Exchange Commission.  Investors are  cautioned that any such  forward-
  looking statements are not guarantees of future performance and actual
  results may differ.

<PAGE>
                                SIGNATURES


      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.




  Date: July 23, 1999        By:       /s/
                             ----------------------------------------
                             William A. Koertner, Sr. Vice President,
                             Treasurer, and Chief Financial Officer
                             (duly authorized representative of
                             registrant and principal financial officer)


<PAGE>

                              MYR Group Inc.
                       Quarterly Report on Form 10Q
                   for the Quarter Ended June 30, 1998

                              Exhibit Index


  Number    Description                        Page (or Reference)
  ------------------------------------------   ------------------

  27   Financial Data Schedules                           13


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<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             APR-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                             545
<SECURITIES>                                         0
<RECEIVABLES>                                   72,955
<ALLOWANCES>                                       803
<INVENTORY>                                          0
<CURRENT-ASSETS>                                98,418
<PP&E>                                          57,722
<DEPRECIATION>                                  41,851
<TOTAL-ASSETS>                                 115,783
<CURRENT-LIABILITIES>                           66,195
<BONDS>                                          4,132
                                0
                                          0
<COMMON>                                            60
<OTHER-SE>                                      43,953
<TOTAL-LIABILITY-AND-EQUITY>                   115,783
<SALES>                                        118,524
<TOTAL-REVENUES>                               118,524
<CGS>                                          103,841
<TOTAL-COSTS>                                  112,609
<OTHER-EXPENSES>                                  (60)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 280
<INCOME-PRETAX>                                  5,732
<INCOME-TAX>                                     2,293
<INCOME-CONTINUING>                              3,439
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,439
<EPS-BASIC>                                        .58
<EPS-DILUTED>                                      .51



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