☐
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended ________
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x
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from July 30, 2017 to January 27, 2018
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Florida
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59-1277135
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(
State or other jurisdiction of incorporation or organization
)
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(
I.R.S. Employer Identification No.
)
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11780 US Highway 1, Suite 600, Palm Beach Gardens, FL
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33408
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(
Address of principal executive offices
)
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(
Zip Code
)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.33 1/3 per share
|
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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Document
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Part of Transition Report on Form 10-K into which incorporated
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Portions of the registrant’s Proxy Statement to be filed by May 29, 2018
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Parts II and III
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Such Proxy Statement, except for the portions thereof which have been specifically incorporated by reference, shall not be deemed “filed” as part of this Transition Report on Form 10-K.
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PART I
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PART II
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PART III
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PART IV
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•
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anticipated outcomes of contingent events, including litigation;
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•
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projections of revenues, income or loss, or capital expenditures;
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•
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determinations as to whether the carrying value of our assets is impaired;
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•
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expected benefits and synergies of businesses acquired and future opportunities for the combined businesses;
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•
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plans for future operations, growth and acquisitions, dispositions, or financial needs;
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•
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financing availability;
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•
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customer capital budgets and spending priorities;
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•
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outcomes of our plans for future operations, growth and services, including contract backlog;
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•
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restrictions imposed by our credit agreement;
|
•
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use of our cash flow to service our debt;
|
•
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future economic conditions and trends in the industries we serve;
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•
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the effect of changes in tax law,
such as the effect of the Tax Cuts and Jobs Act of 2017;
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•
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assumptions relating to any of the foregoing;
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Name
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Age
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Office
|
|
Executive Officer Since
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Steven E. Nielsen
|
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54
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Chairman, President and Chief Executive Officer
|
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February 26, 1996
|
Timothy R. Estes
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63
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Executive Vice President and Chief Operating Officer
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September 1, 2001
|
H. Andrew DeFerrari
|
|
49
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Senior Vice President and Chief Financial Officer
|
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November 22, 2005
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Richard B. Vilsoet
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|
65
|
|
Vice President, General Counsel and Corporate Secretary
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June 11, 2005
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High
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Low
|
||||
2018 Transition Period:
|
|
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||||
First Quarter
|
|
$
|
90.88
|
|
|
$
|
76.07
|
|
Second Quarter
|
|
$
|
120.60
|
|
|
$
|
85.58
|
|
|
|
|
|
|
||||
Fiscal 2017:
|
|
|
|
|
||||
First Quarter
|
|
$
|
96.76
|
|
|
$
|
72.50
|
|
Second Quarter
|
|
$
|
92.95
|
|
|
$
|
71.34
|
|
Third Quarter
|
|
$
|
108.46
|
|
|
$
|
76.85
|
|
Fourth Quarter
|
|
$
|
108.99
|
|
|
$
|
82.21
|
|
|
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|
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|
||||
Fiscal 2016:
|
|
|
|
|
||||
First Quarter
|
|
$
|
79.32
|
|
|
$
|
59.38
|
|
Second Quarter
|
|
$
|
88.91
|
|
|
$
|
61.89
|
|
Third Quarter
|
|
$
|
68.13
|
|
|
$
|
48.61
|
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Fourth Quarter
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$
|
95.94
|
|
|
$
|
66.44
|
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Period
|
|
Total Number of Shares Purchased
(1)
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Average Price Paid Per Share
|
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
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Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||
October 29, 2017 - November 25, 2017
|
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—
|
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$
|
—
|
|
|
—
|
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(3)
|
November 26, 2017 - December 23, 2017
|
|
101,484
(2)
|
|
|
$
|
110.78
|
|
|
—
|
|
(3)
|
December 24, 2017 - January 27, 2018
|
|
24
(2)
|
|
|
$
|
111.59
|
|
|
—
|
|
(3)
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||||||||||
|
January 27, 2018
(1)
|
|
July 29, 2017
(5)
|
|
July 30, 2016
(6)
|
|
July 25, 2015
(7)
|
|
July 26, 2014
|
|
July 27, 2013
|
||||||||||||
Operating Data
:
|
|
|
|
|
|
|
|
|
|
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|
||||||||||||
Revenues
|
$
|
1,411,348
|
|
|
$
|
3,066,880
|
|
|
$
|
2,672,542
|
|
|
$
|
2,022,312
|
|
|
$
|
1,811,593
|
|
|
$
|
1,608,612
|
|
Net income
|
$
|
68,835
|
|
|
$
|
157,217
|
|
|
$
|
128,740
|
|
|
$
|
84,324
|
|
|
$
|
39,978
|
|
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$
|
35,188
|
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Earnings Per Common Share
:
|
|
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|
|
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||||||||||||
Basic
|
$
|
2.22
|
|
|
$
|
5.01
|
|
|
$
|
3.98
|
|
|
$
|
2.48
|
|
|
$
|
1.18
|
|
|
$
|
1.07
|
|
Diluted
(2)
|
$
|
2.15
|
|
|
$
|
4.92
|
|
|
$
|
3.89
|
|
|
$
|
2.41
|
|
|
$
|
1.15
|
|
|
$
|
1.04
|
|
Balance Sheet Data (at end of period)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
(3)
|
$
|
1,840,956
|
|
|
$
|
1,899,307
|
|
|
$
|
1,719,716
|
|
|
$
|
1,353,936
|
|
|
$
|
1,206,718
|
|
|
$
|
1,147,927
|
|
Long-term liabilities
(1)(3)
|
$
|
856,348
|
|
|
$
|
909,186
|
|
|
$
|
839,802
|
|
|
$
|
620,026
|
|
|
$
|
525,252
|
|
|
$
|
519,751
|
|
Stockholders’ equity
(4)
|
$
|
724,996
|
|
|
$
|
671,583
|
|
|
$
|
557,287
|
|
|
$
|
507,200
|
|
|
$
|
484,934
|
|
|
$
|
428,361
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||||||||||
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January 27, 2018
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July 29, 2017
|
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July 30, 2016
|
|
July 25, 2015
|
|
July 26, 2014
|
|
July 27, 2013
|
||||||||||||
Shares
|
200,000
|
|
|
713,006
|
|
|
2,511,578
|
|
|
1,669,924
|
|
|
360,900
|
|
|
1,047,000
|
|
||||||
Amount paid (dollars in millions)
|
$
|
16.9
|
|
|
$
|
62.9
|
|
|
$
|
170.0
|
|
|
$
|
87.1
|
|
|
$
|
10.0
|
|
|
$
|
15.2
|
|
Average price per share
|
$
|
84.38
|
|
|
$
|
88.23
|
|
|
$
|
67.69
|
|
|
$
|
52.19
|
|
|
$
|
27.71
|
|
|
$
|
14.52
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
Comcast Corporation
|
21.6%
|
|
17.7%
|
|
13.6%
|
|
12.9%
|
AT&T Inc.
|
20.6%
|
|
26.3%
|
|
24.4%
|
|
20.8%
|
CenturyLink, Inc.
(1)
|
17.5%
|
|
18.2%
|
|
14.7%
|
|
14.5%
|
Verizon Communications Inc.
(2)
|
12.0%
|
|
9.2%
|
|
11.2%
|
|
7.7%
|
Charter Communications, Inc.
(3)
|
4.2%
|
|
3.9%
|
|
6.1%
|
|
8.5%
|
Windstream Corporation
|
3.8%
|
|
5.4%
|
|
5.7%
|
|
4.7%
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Accrued insurance claims - current
|
$
|
53,890
|
|
|
$
|
39,909
|
|
|
$
|
36,844
|
|
Accrued insurance claims - non-current
|
59,385
|
|
|
62,007
|
|
|
52,835
|
|
|||
Total accrued insurance claims
|
$
|
113,275
|
|
|
$
|
101,916
|
|
|
$
|
89,679
|
|
|
|
|
|
|
|
||||||
Insurance recoveries/receivables:
|
|
|
|
|
|
||||||
Current (included in Other current assets)
|
$
|
13,701
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current (included in Other assets)
|
6,722
|
|
|
9,243
|
|
|
5,714
|
|
|||
Total insurance recoveries/receivables
|
$
|
20,423
|
|
|
$
|
9,243
|
|
|
$
|
5,714
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
Terminal Growth Rate
|
2.5% - 3.0%
|
|
2.0% - 3.0%
|
|
2.0% - 3.0%
|
|
1.5% - 2.5%
|
Discount Rate
|
11.0%
|
|
11.0%
|
|
11.5%
|
|
11.5%
|
|
For the Six Months Ended
|
||||||||||||
|
January 27, 2018
|
|
January 28, 2017
|
||||||||||
|
|
|
|
|
(Unaudited)
|
||||||||
Revenues
|
$
|
1,411.3
|
|
|
100.0
|
%
|
|
$
|
1,500.4
|
|
|
100.0
|
%
|
Expenses:
|
|
|
|
|
|
|
|
||||||
Cost of earned revenue, excluding depreciation and amortization
|
1,141.5
|
|
|
80.9
|
|
|
1,176.4
|
|
|
78.4
|
|
||
General and administrative
|
124.9
|
|
|
8.9
|
|
|
118.4
|
|
|
7.9
|
|
||
Depreciation and amortization
|
85.1
|
|
|
6.0
|
|
|
70.3
|
|
|
4.7
|
|
||
Total
|
1,351.5
|
|
|
95.8
|
|
|
1,365.0
|
|
|
91.0
|
|
||
Interest expense, net
|
(19.6
|
)
|
|
(1.4
|
)
|
|
(18.2
|
)
|
|
(1.2
|
)
|
||
Other income, net
|
6.2
|
|
|
0.4
|
|
|
1.9
|
|
|
0.1
|
|
||
Income before income taxes
|
46.6
|
|
|
3.3
|
|
|
119.0
|
|
|
7.9
|
|
||
(Benefit) provision for income taxes
|
(22.3
|
)
|
|
(1.6
|
)
|
|
44.3
|
|
|
3.0
|
|
||
Net income
|
$
|
68.8
|
|
|
4.9
|
%
|
|
$
|
74.7
|
|
|
5.0
|
%
|
|
Six Months Ended
|
|||||||
|
January 27, 2018
|
|
January 28, 2017
|
|||||
Income tax (benefit) provision
|
$
|
(22.3
|
)
|
|
$
|
44.3
|
|
|
Effective income tax rate
|
(47.9
|
)%
|
|
37.2
|
%
|
|
For the Fiscal Year Ended
|
||||||||||||
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||
Revenues
|
$
|
3,066.9
|
|
|
100.0
|
%
|
|
$
|
2,672.5
|
|
|
100.0
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||
Cost of earned revenue, excluding depreciation and amortization
|
2,404.7
|
|
|
78.4
|
|
|
2,083.6
|
|
|
78.0
|
|
||
General and administrative
|
239.2
|
|
|
7.8
|
|
|
217.1
|
|
|
8.1
|
|
||
Depreciation and amortization
|
147.9
|
|
|
4.8
|
|
|
124.9
|
|
|
4.7
|
|
||
Total
|
2,791.9
|
|
|
91.0
|
|
|
2,425.7
|
|
|
90.8
|
|
||
Interest expense, net
|
(37.4
|
)
|
|
(1.2
|
)
|
|
(34.7
|
)
|
|
(1.3
|
)
|
||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(16.3
|
)
|
|
(0.6
|
)
|
||
Other income, net
|
12.8
|
|
|
0.4
|
|
|
10.4
|
|
|
0.4
|
|
||
Income before income taxes
|
250.4
|
|
|
8.2
|
|
|
206.3
|
|
|
7.7
|
|
||
Provision for income taxes
|
93.2
|
|
|
3.0
|
|
|
77.6
|
|
|
2.9
|
|
||
Net income
|
$
|
157.2
|
|
|
5.1
|
%
|
|
$
|
128.7
|
|
|
4.8
|
%
|
|
Fiscal Year Ended
|
|||||||
|
2017
|
|
2016
|
|||||
Income tax provision
|
$
|
93.2
|
|
|
$
|
77.6
|
|
|
Effective income tax rate
|
37.2
|
%
|
|
37.6
|
%
|
|
For the Fiscal Year Ended
|
||||||||||||
|
July 30, 2016
|
|
July 25, 2015
|
||||||||||
Revenues
|
$
|
2,672.5
|
|
|
100.0
|
%
|
|
$
|
2,022.3
|
|
|
100.0
|
%
|
Expenses:
|
|
|
|
|
|
|
|
||||||
Cost of earned revenue, excluding depreciation and amortization
|
2,083.6
|
|
|
78.0
|
|
|
1,593.3
|
|
|
78.8
|
|
||
General and administrative
|
217.1
|
|
|
8.1
|
|
|
178.7
|
|
|
8.8
|
|
||
Depreciation and amortization
|
124.9
|
|
|
4.7
|
|
|
96.0
|
|
|
4.7
|
|
||
Total
|
2,425.7
|
|
|
90.8
|
|
|
1,868.0
|
|
|
92.4
|
|
||
Interest expense, net
|
(34.7
|
)
|
|
(1.3
|
)
|
|
(27.0
|
)
|
|
(1.3
|
)
|
||
Loss on debt extinguishment
|
(16.3
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||
Other income, net
|
10.4
|
|
|
0.4
|
|
|
8.3
|
|
|
0.4
|
|
||
Income before income taxes
|
206.3
|
|
|
7.7
|
|
|
135.6
|
|
|
6.7
|
|
||
Provision for income taxes
|
77.6
|
|
|
2.9
|
|
|
51.3
|
|
|
2.5
|
|
||
Net income
|
$
|
128.7
|
|
|
4.8
|
%
|
|
$
|
84.3
|
|
|
4.2
|
%
|
|
Fiscal Year Ended
|
|||||||
|
2016
|
|
2015
|
|||||
Income tax provision
|
$
|
77.6
|
|
|
$
|
51.3
|
|
|
Effective income tax rate
|
37.6
|
%
|
|
37.8
|
%
|
|
For the Six Months Ended
|
|
For the Fiscal Year Ended
|
||||||||||||||||
|
January 27,
2018
|
|
January 28,
2017
|
|
July 29,
2017
|
|
July 30,
2016
|
|
July 25,
2015
|
||||||||||
Net income
|
$
|
68,835
|
|
|
$
|
74,713
|
|
|
$
|
157,217
|
|
|
$
|
128,740
|
|
|
$
|
84,324
|
|
Interest expense, net
|
19,560
|
|
|
18,248
|
|
|
37,364
|
|
|
34,720
|
|
|
27,025
|
|
|||||
(Benefit) provision for income taxes
|
(22,285
|
)
|
|
44,332
|
|
|
93,208
|
|
|
77,587
|
|
|
51,260
|
|
|||||
Depreciation and amortization expense
|
85,053
|
|
|
70,252
|
|
|
147,906
|
|
|
124,940
|
|
|
96,044
|
|
|||||
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)
|
151,163
|
|
|
207,545
|
|
|
435,695
|
|
|
365,987
|
|
|
258,653
|
|
|||||
Gain on sale of fixed assets
|
(7,217
|
)
|
|
(3,172
|
)
|
|
(14,866
|
)
|
|
(9,806
|
)
|
|
(7,110
|
)
|
|||||
Stock-based compensation expense
|
13,277
|
|
|
11,015
|
|
|
20,805
|
|
|
16,850
|
|
|
13,923
|
|
|||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
16,260
|
|
|
—
|
|
|||||
Acquisition transaction related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
715
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
157,223
|
|
|
$
|
215,388
|
|
|
$
|
441,634
|
|
|
$
|
390,006
|
|
|
$
|
265,466
|
|
|
For the Six Months Ended
|
|
For the Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
Net cash flows:
|
|
|
|
|
|
|
|
||||||||
Provided by operating activities
|
$
|
160.5
|
|
|
$
|
256.4
|
|
|
$
|
261.5
|
|
|
$
|
141.9
|
|
Used in investing activities
|
$
|
(76.8
|
)
|
|
$
|
(209.1
|
)
|
|
$
|
(333.1
|
)
|
|
$
|
(130.1
|
)
|
(Used in) Provided by financing activities
|
$
|
(38.3
|
)
|
|
$
|
(42.5
|
)
|
|
$
|
84.1
|
|
|
$
|
(11.2
|
)
|
Borrowings - Eurodollar Rate Loans
|
1.25% - 2.00% plus LIBOR
|
Borrowings - Base Rate Loans
|
0.25% - 1.00% plus administrative agent’s base rate
(1)
|
Unused Revolver Commitment
|
0.25% - 0.40%
|
Standby Letters of Credit
|
1.25% - 2.00%
|
Commercial Letters of Credit
|
0.625% - 1.00%
|
|
Weighted Average Rate End of Period
|
||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
Borrowings - Term loan facilities
|
3.30%
|
|
2.98%
|
|
2.49%
|
Borrowings - Revolving facility
(1)
|
—%
|
|
—%
|
|
—%
|
Standby Letters of Credit
|
1.75%
|
|
1.75%
|
|
2.00%
|
Unused Revolver Commitment
|
0.35%
|
|
0.35%
|
|
0.40%
|
|
Less than 1 Year
|
|
Years 1 – 3
|
|
Years 3 – 5
|
|
Greater than 5 Years
|
|
Total
|
||||||||||
0.75% convertible senior notes due September 2021
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
485,000
|
|
|
$
|
—
|
|
|
$
|
485,000
|
|
Credit agreement – revolving facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Credit agreement – term loan facilities
|
26,469
|
|
|
331,594
|
|
|
—
|
|
|
—
|
|
|
358,063
|
|
|||||
Fixed interest payments on long-term debt
(1)
|
3,638
|
|
|
7,275
|
|
|
3,637
|
|
|
—
|
|
|
14,550
|
|
|||||
Operating lease obligations
|
24,955
|
|
|
26,776
|
|
|
9,143
|
|
|
3,756
|
|
|
64,630
|
|
|||||
Employment agreements
|
12,657
|
|
|
4,788
|
|
|
464
|
|
|
—
|
|
|
17,909
|
|
|||||
Purchase and other contractual obligations
(2)
|
19,995
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,995
|
|
|||||
Total
|
$
|
87,714
|
|
|
$
|
370,433
|
|
|
$
|
498,244
|
|
|
$
|
3,756
|
|
|
$
|
960,147
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Principal amount of Notes
|
$
|
485,000
|
|
|
$
|
485,000
|
|
|
$
|
485,000
|
|
Less: Debt discount and debt issuance costs
|
(82,751
|
)
|
|
(92,767
|
)
|
|
(111,923
|
)
|
|||
Net carrying amount of Notes
|
$
|
402,249
|
|
|
$
|
392,233
|
|
|
$
|
373,077
|
|
|
|
|
|
|
|
||||||
Fair value of principal amount of Notes
|
$
|
659,649
|
|
|
$
|
567,256
|
|
|
$
|
570,603
|
|
Less: Debt discount and debt issuance costs
|
(82,751
|
)
|
|
(92,767
|
)
|
|
(111,923
|
)
|
|||
Fair value of Notes
|
$
|
576,898
|
|
|
$
|
474,489
|
|
|
$
|
458,680
|
|
|
Page
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and equivalents
|
$
|
84,029
|
|
|
$
|
38,608
|
|
|
$
|
33,787
|
|
Accounts receivable, net
|
318,684
|
|
|
369,800
|
|
|
328,030
|
|
|||
Costs and estimated earnings in excess of billings
|
369,472
|
|
|
389,286
|
|
|
376,972
|
|
|||
Inventories
|
79,039
|
|
|
83,204
|
|
|
73,606
|
|
|||
Deferred tax assets, net
|
—
|
|
|
26,524
|
|
|
22,733
|
|
|||
Income tax receivable
|
13,852
|
|
|
7,493
|
|
|
—
|
|
|||
Other current assets
|
39,710
|
|
|
23,603
|
|
|
16,106
|
|
|||
Total current assets
|
904,786
|
|
|
938,518
|
|
|
851,234
|
|
|||
|
|
|
|
|
|
||||||
Property and equipment, net
|
414,768
|
|
|
422,107
|
|
|
326,670
|
|
|||
Goodwill
|
321,743
|
|
|
321,748
|
|
|
310,157
|
|
|||
Intangible assets, net
|
171,469
|
|
|
183,561
|
|
|
197,879
|
|
|||
Other
|
28,190
|
|
|
33,373
|
|
|
33,776
|
|
|||
Total non-current assets
|
936,170
|
|
|
960,789
|
|
|
868,482
|
|
|||
Total assets
|
$
|
1,840,956
|
|
|
$
|
1,899,307
|
|
|
$
|
1,719,716
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
92,361
|
|
|
$
|
132,974
|
|
|
$
|
115,492
|
|
Current portion of debt
|
26,469
|
|
|
21,656
|
|
|
13,125
|
|
|||
Billings in excess of costs and estimated earnings
|
6,480
|
|
|
9,284
|
|
|
19,557
|
|
|||
Accrued insurance claims
|
53,890
|
|
|
39,909
|
|
|
36,844
|
|
|||
Income taxes payable
|
755
|
|
|
1,112
|
|
|
15,307
|
|
|||
Other accrued liabilities
|
79,657
|
|
|
113,603
|
|
|
122,302
|
|
|||
Total current liabilities
|
259,612
|
|
|
318,538
|
|
|
322,627
|
|
|||
|
|
|
|
|
|
||||||
Long-term debt
|
733,843
|
|
|
738,265
|
|
|
706,202
|
|
|||
Accrued insurance claims
|
59,385
|
|
|
62,007
|
|
|
52,835
|
|
|||
Deferred tax liabilities, net non-current
|
57,428
|
|
|
103,626
|
|
|
76,587
|
|
|||
Other liabilities
|
5,692
|
|
|
5,288
|
|
|
4,178
|
|
|||
Total liabilities
|
1,115,960
|
|
|
1,227,724
|
|
|
1,162,429
|
|
|||
|
|
|
|
|
|
||||||
COMMITMENTS AND CONTINGENCIES, Note 18
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
|
|
|
|
||||
Preferred stock, par value $1.00 per share: 1,000,000 shares authorized: no shares issued and outstanding
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, par value $0.33 1/3 per share: 150,000,000 shares authorized: 31,185,669, 31,087,285 and 31,420,310 issued and outstanding, respectively
|
10,395
|
|
|
10,362
|
|
|
10,473
|
|
|||
Additional paid-in capital
|
6,170
|
|
|
10,092
|
|
|
10,208
|
|
|||
Accumulated other comprehensive loss
|
(1,146
|
)
|
|
(1,158
|
)
|
|
(1,274
|
)
|
|||
Retained earnings
|
709,577
|
|
|
652,287
|
|
|
537,880
|
|
|||
Total stockholders’ equity
|
724,996
|
|
|
671,583
|
|
|
557,287
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
1,840,956
|
|
|
$
|
1,899,307
|
|
|
$
|
1,719,716
|
|
|
|
|
|
|
|
||||||
See notes to the consolidated financial statements.
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Contract revenues
|
$
|
1,411,348
|
|
|
$
|
3,066,880
|
|
|
$
|
2,672,542
|
|
|
$
|
2,022,312
|
|
|
|
|
|
|
|
|
|
||||||||
EXPENSES:
|
|
|
|
|
|
|
|
|
|||||||
Costs of earned revenues, excluding depreciation and amortization
|
1,141,480
|
|
|
2,404,734
|
|
|
2,083,579
|
|
|
1,593,250
|
|
||||
General and administrative (including stock-based compensation expense of $13.3 million, $20.8 million, $16.8 million, and $13.9 million, respectively)
|
124,930
|
|
|
239,231
|
|
|
217,149
|
|
|
178,700
|
|
||||
Depreciation and amortization
|
85,053
|
|
|
147,906
|
|
|
124,940
|
|
|
96,044
|
|
||||
Total
|
1,351,463
|
|
|
2,791,871
|
|
|
2,425,668
|
|
|
1,867,994
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(19,560
|
)
|
|
(37,364
|
)
|
|
(34,720
|
)
|
|
(27,025
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(16,260
|
)
|
|
—
|
|
||||
Other income, net
|
6,225
|
|
|
12,780
|
|
|
10,433
|
|
|
8,291
|
|
||||
Income before income taxes
|
46,550
|
|
|
250,425
|
|
|
206,327
|
|
|
135,584
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(Benefit) provision for income taxes:
|
|
|
|
|
|
|
|
||||||||
Current
|
(2,620
|
)
|
|
74,975
|
|
|
50,805
|
|
|
50,016
|
|
||||
Deferred
|
(19,665
|
)
|
|
18,233
|
|
|
26,782
|
|
|
1,244
|
|
||||
Total (benefit) provision for income taxes
|
(22,285
|
)
|
|
93,208
|
|
|
77,587
|
|
|
51,260
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
68,835
|
|
|
$
|
157,217
|
|
|
$
|
128,740
|
|
|
$
|
84,324
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
2.22
|
|
|
$
|
5.01
|
|
|
$
|
3.98
|
|
|
$
|
2.48
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share
|
$
|
2.15
|
|
|
$
|
4.92
|
|
|
$
|
3.89
|
|
|
$
|
2.41
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in computing earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
31,059,140
|
|
|
31,351,367
|
|
|
32,315,636
|
|
|
34,045,481
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted
|
32,054,945
|
|
|
31,984,731
|
|
|
33,115,755
|
|
|
35,026,688
|
|
||||
|
|
|
|
|
|
|
|
||||||||
See notes to the consolidated financial statements.
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
Net income
|
$
|
68,835
|
|
|
$
|
157,217
|
|
|
$
|
128,740
|
|
|
$
|
84,324
|
|
Foreign currency translation gains (losses), net of tax
|
12
|
|
|
116
|
|
|
(76
|
)
|
|
(1,040
|
)
|
||||
Comprehensive income
|
$
|
68,847
|
|
|
$
|
157,333
|
|
|
$
|
128,664
|
|
|
$
|
83,284
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to the consolidated financial statements.
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Other
Comprehensive Income (Loss) |
|
Retained
Earnings |
|
Total
Equity |
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balances as of July 26, 2014
|
33,990,589
|
|
|
$
|
11,330
|
|
|
$
|
131,819
|
|
|
$
|
(158
|
)
|
|
$
|
341,943
|
|
|
$
|
484,934
|
|
Stock options exercised
|
735,330
|
|
|
245
|
|
|
8,677
|
|
|
—
|
|
|
—
|
|
|
8,922
|
|
|||||
Stock-based compensation
|
4,062
|
|
|
1
|
|
|
13,922
|
|
|
—
|
|
|
—
|
|
|
13,923
|
|
|||||
Issuance of restricted stock, net of tax withholdings
|
321,722
|
|
|
107
|
|
|
(4,818
|
)
|
|
—
|
|
|
—
|
|
|
(4,711
|
)
|
|||||
Repurchase of common stock
|
(1,669,924
|
)
|
|
(556
|
)
|
|
(86,590
|
)
|
|
—
|
|
|
—
|
|
|
(87,146
|
)
|
|||||
Tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
7,994
|
|
|
—
|
|
|
—
|
|
|
7,994
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,040
|
)
|
|
—
|
|
|
(1,040
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,324
|
|
|
84,324
|
|
|||||
Balances as of July 25, 2015
|
33,381,779
|
|
|
11,127
|
|
|
71,004
|
|
|
(1,198
|
)
|
|
426,267
|
|
|
507,200
|
|
|||||
Stock options exercised
|
212,619
|
|
|
71
|
|
|
2,674
|
|
|
—
|
|
|
—
|
|
|
2,745
|
|
|||||
Stock-based compensation
|
3,015
|
|
|
1
|
|
|
16,849
|
|
|
—
|
|
|
—
|
|
|
16,850
|
|
|||||
Issuance of restricted stock, net of tax withholdings
|
334,475
|
|
|
111
|
|
|
(12,715
|
)
|
|
—
|
|
|
—
|
|
|
(12,604
|
)
|
|||||
Repurchase of common stock
|
(2,511,578
|
)
|
|
(837
|
)
|
|
(152,033
|
)
|
|
—
|
|
|
(17,127
|
)
|
|
(169,997
|
)
|
|||||
Tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
13,003
|
|
|
—
|
|
|
—
|
|
|
13,003
|
|
|||||
Equity component of 0.75% convertible senior notes due 2021, net
|
—
|
|
|
—
|
|
|
112,554
|
|
|
—
|
|
|
—
|
|
|
112,554
|
|
|||||
Sale of warrants
|
—
|
|
|
—
|
|
|
74,690
|
|
|
—
|
|
|
—
|
|
|
74,690
|
|
|||||
Purchase of convertible note hedges
|
—
|
|
|
—
|
|
|
(115,818
|
)
|
|
—
|
|
|
—
|
|
|
(115,818
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128,740
|
|
|
128,740
|
|
|||||
Balances as of July 30, 2016
|
31,420,310
|
|
|
10,473
|
|
|
10,208
|
|
|
(1,274
|
)
|
|
537,880
|
|
|
557,287
|
|
|||||
Stock options exercised
|
102,831
|
|
|
34
|
|
|
1,415
|
|
|
—
|
|
|
—
|
|
|
1,449
|
|
|||||
Stock-based compensation
|
2,847
|
|
|
1
|
|
|
20,804
|
|
|
—
|
|
|
—
|
|
|
20,805
|
|
|||||
Issuance of restricted stock, net of tax withholdings
|
274,303
|
|
|
92
|
|
|
(10,859
|
)
|
|
—
|
|
|
—
|
|
|
(10,767
|
)
|
|||||
Repurchase of common stock
|
(713,006
|
)
|
|
(238
|
)
|
|
(19,861
|
)
|
|
—
|
|
|
(42,810
|
)
|
|
(62,909
|
)
|
|||||
Tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
8,385
|
|
|
—
|
|
|
—
|
|
|
8,385
|
|
|||||
Other comprehensive gain
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
116
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,217
|
|
|
157,217
|
|
|||||
Balances as of July 29, 2017
|
31,087,285
|
|
|
10,362
|
|
|
10,092
|
|
|
(1,158
|
)
|
|
652,287
|
|
|
671,583
|
|
|||||
Stock options exercised
|
52,553
|
|
|
18
|
|
|
727
|
|
|
—
|
|
|
—
|
|
|
745
|
|
|||||
Stock-based compensation
|
1,492
|
|
|
1
|
|
|
13,276
|
|
|
—
|
|
|
—
|
|
|
13,277
|
|
|||||
Issuance of restricted stock, net of tax withholdings
|
244,339
|
|
|
81
|
|
|
(7,985
|
)
|
|
—
|
|
|
(4,677
|
)
|
|
(12,581
|
)
|
|||||
Repurchase of common stock
|
(200,000
|
)
|
|
(67
|
)
|
|
(9,940
|
)
|
|
—
|
|
|
(6,868
|
)
|
|
(16,875
|
)
|
|||||
Other comprehensive gain
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,835
|
|
|
68,835
|
|
|||||
Balances as of January 27, 2018
|
31,185,669
|
|
|
$
|
10,395
|
|
|
$
|
6,170
|
|
|
$
|
(1,146
|
)
|
|
$
|
709,577
|
|
|
$
|
724,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
See notes to the consolidated financial statements.
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
68,835
|
|
|
$
|
157,217
|
|
|
$
|
128,740
|
|
|
$
|
84,324
|
|
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisitions:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
85,053
|
|
|
147,906
|
|
|
124,940
|
|
|
96,044
|
|
||||
Deferred income tax (benefit) provision
|
(19,665
|
)
|
|
18,233
|
|
|
26,782
|
|
|
1,244
|
|
||||
Stock-based compensation
|
13,277
|
|
|
20,805
|
|
|
16,850
|
|
|
13,923
|
|
||||
Bad debt expense, net
|
201
|
|
|
199
|
|
|
1,252
|
|
|
465
|
|
||||
Gain on sale of fixed assets
|
(7,217
|
)
|
|
(14,866
|
)
|
|
(9,806
|
)
|
|
(7,110
|
)
|
||||
Write-off of deferred financing fees and premium on long-term debt
|
—
|
|
|
—
|
|
|
2,017
|
|
|
—
|
|
||||
Amortization of premium on long-term debt
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
(397
|
)
|
||||
Amortization of debt discount
|
9,170
|
|
|
17,610
|
|
|
14,709
|
|
|
—
|
|
||||
Amortization of debt issuance costs and other
|
1,736
|
|
|
3,323
|
|
|
2,875
|
|
|
2,040
|
|
||||
Excess tax benefit from share-based awards
|
—
|
|
|
(8,385
|
)
|
|
(13,003
|
)
|
|
(8,371
|
)
|
||||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
50,955
|
|
|
(33,068
|
)
|
|
2,729
|
|
|
(40,444
|
)
|
||||
Costs and estimated earnings in excess of billings, net
|
16,982
|
|
|
(27,773
|
)
|
|
(70,957
|
)
|
|
(41,021
|
)
|
||||
Other current assets and inventory
|
(67
|
)
|
|
(13,232
|
)
|
|
(13,800
|
)
|
|
(1,138
|
)
|
||||
Other assets
|
1,630
|
|
|
2,064
|
|
|
(2,936
|
)
|
|
(6,875
|
)
|
||||
Income taxes receivable/payable
|
(6,716
|
)
|
|
(13,189
|
)
|
|
20,148
|
|
|
11,758
|
|
||||
Accounts payable
|
(21,503
|
)
|
|
977
|
|
|
15,132
|
|
|
7,114
|
|
||||
Accrued liabilities, insurance claims, and other liabilities
|
(32,138
|
)
|
|
(1,378
|
)
|
|
15,910
|
|
|
30,344
|
|
||||
Net cash provided by operating activities
|
160,533
|
|
|
256,443
|
|
|
261,488
|
|
|
141,900
|
|
||||
|
|
|
|
|
|
|
|
||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(26,070
|
)
|
|
(157,183
|
)
|
|
(31,909
|
)
|
||||
Capital expenditures
|
(87,839
|
)
|
|
(201,197
|
)
|
|
(186,011
|
)
|
|
(102,997
|
)
|
||||
Proceeds from sale of assets
|
11,808
|
|
|
16,029
|
|
|
10,540
|
|
|
9,392
|
|
||||
Changes in restricted cash and other
|
(745
|
)
|
|
266
|
|
|
(479
|
)
|
|
(538
|
)
|
||||
Proceeds from acquisition working capital adjustment
|
—
|
|
|
1,825
|
|
|
—
|
|
|
—
|
|
||||
Other investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,000
|
)
|
||||
Net cash used in investing activities
|
(76,776
|
)
|
|
(209,147
|
)
|
|
(333,133
|
)
|
|
(130,052
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Proceeds from borrowings on senior credit agreement, including term loans
|
—
|
|
|
707,000
|
|
|
1,310,000
|
|
|
535,750
|
|
||||
Principal payments on senior credit agreement, including term loans
|
(9,625
|
)
|
|
(685,563
|
)
|
|
(1,209,000
|
)
|
|
(467,563
|
)
|
||||
Repurchase of common stock
|
(16,875
|
)
|
|
(62,909
|
)
|
|
(169,997
|
)
|
|
(87,146
|
)
|
||||
Proceeds from issuance of 0.75% convertible senior notes due 2021
|
—
|
|
|
—
|
|
|
485,000
|
|
|
—
|
|
||||
Proceeds from sale of warrants
|
—
|
|
|
—
|
|
|
74,690
|
|
|
—
|
|
||||
Purchase of convertible note hedge
|
—
|
|
|
—
|
|
|
(115,818
|
)
|
|
—
|
|
||||
Principal payments for satisfaction and discharge of 7.125% senior subordinated notes
|
—
|
|
|
—
|
|
|
(277,500
|
)
|
|
—
|
|
||||
Debt issuance costs
|
—
|
|
|
(70
|
)
|
|
(16,376
|
)
|
|
(3,854
|
)
|
||||
Exercise of stock options
|
745
|
|
|
1,449
|
|
|
2,745
|
|
|
8,922
|
|
||||
Restricted stock tax withholdings
|
(12,581
|
)
|
|
(10,767
|
)
|
|
(12,604
|
)
|
|
(4,711
|
)
|
||||
Excess tax benefit from share-based awards
|
—
|
|
|
8,385
|
|
|
13,003
|
|
|
8,371
|
|
||||
Principal payments on other financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
||||
Net cash (used in) provided by financing activities
|
(38,336
|
)
|
|
(42,475
|
)
|
|
84,143
|
|
|
(11,231
|
)
|
||||
Net increase in cash and equivalents
|
45,421
|
|
|
4,821
|
|
|
12,498
|
|
|
617
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
38,608
|
|
|
33,787
|
|
|
21,289
|
|
|
20,672
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
84,029
|
|
|
$
|
38,608
|
|
|
$
|
33,787
|
|
|
$
|
21,289
|
|
Standard
|
|
Adoption Date
|
|
2015-11
|
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
July 30, 2017
|
2017-09
|
Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting
|
|
July 30, 2017
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Accounts receivable
|
$
|
8.9
|
|
|
$
|
16.9
|
|
Costs and estimated earnings in excess of billings
|
2.4
|
|
|
21.8
|
|
||
Inventories and other current assets
|
0.2
|
|
|
15.0
|
|
||
Property and equipment
|
5.6
|
|
|
11.5
|
|
||
Goodwill
|
10.1
|
|
|
39.9
|
|
||
Intangible assets - customer relationships
|
9.8
|
|
|
94.5
|
|
||
Intangible assets - trade names and other
|
0.7
|
|
|
1.8
|
|
||
Total assets
|
37.7
|
|
|
201.4
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable
|
3.2
|
|
|
23.7
|
|
||
Accrued and other current liabilities
|
3.4
|
|
|
22.3
|
|
||
Deferred tax liabilities, net non-current
|
5.0
|
|
|
—
|
|
||
Total liabilities
|
11.6
|
|
|
46.0
|
|
||
|
|
|
|
||||
Net Assets Acquired
|
$
|
26.1
|
|
|
$
|
155.4
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Contract billings
|
$
|
300,271
|
|
|
$
|
348,990
|
|
|
$
|
297,532
|
|
Retainage
|
19,411
|
|
|
21,645
|
|
|
32,101
|
|
|||
Total
|
319,682
|
|
|
370,635
|
|
|
329,633
|
|
|||
Less: allowance for doubtful accounts
|
(998
|
)
|
|
(835
|
)
|
|
(1,603
|
)
|
|||
Accounts receivable, net
|
$
|
318,684
|
|
|
$
|
369,800
|
|
|
$
|
328,030
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Allowance for doubtful accounts at beginning of period
|
$
|
835
|
|
|
$
|
1,603
|
|
|
$
|
1,216
|
|
Bad debt expense
|
201
|
|
|
199
|
|
|
1,252
|
|
|||
Amounts charged against the allowance
|
(38
|
)
|
|
(967
|
)
|
|
(865
|
)
|
|||
Allowance for doubtful accounts at end of period
|
$
|
998
|
|
|
$
|
835
|
|
|
$
|
1,603
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Costs incurred on contracts in progress
|
$
|
333,775
|
|
|
$
|
327,312
|
|
|
$
|
307,826
|
|
Estimated to date earnings
|
72,720
|
|
|
92,781
|
|
|
92,226
|
|
|||
Total costs and estimated earnings
|
406,495
|
|
|
420,093
|
|
|
400,052
|
|
|||
Less: billings to date
|
(43,503
|
)
|
|
(40,091
|
)
|
|
(42,637
|
)
|
|||
|
$
|
362,992
|
|
|
$
|
380,002
|
|
|
$
|
357,415
|
|
Included in the accompanying consolidated balance sheets under the captions:
|
|
|
|
|
|
|
|
|
|||
Costs and estimated earnings in excess of billings
|
$
|
369,472
|
|
|
$
|
389,286
|
|
|
$
|
376,972
|
|
Billings in excess of costs and estimated earnings
|
(6,480
|
)
|
|
(9,284
|
)
|
|
(19,557
|
)
|
|||
|
$
|
362,992
|
|
|
$
|
380,002
|
|
|
$
|
357,415
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Prepaid expenses
|
$
|
13,167
|
|
|
$
|
10,588
|
|
|
$
|
8,249
|
|
Insurance recoveries for accrued insurance claims
|
13,701
|
|
|
—
|
|
|
—
|
|
|||
Receivables on equipment sales
|
31
|
|
|
2,761
|
|
|
913
|
|
|||
Deposits and other current assets, including restricted cash
|
12,811
|
|
|
10,254
|
|
|
6,944
|
|
|||
Total other current assets
|
$
|
39,710
|
|
|
$
|
23,603
|
|
|
$
|
16,106
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Deferred financing costs
|
$
|
3,873
|
|
|
$
|
4,797
|
|
|
$
|
6,366
|
|
Restricted cash
|
5,253
|
|
|
5,408
|
|
|
5,008
|
|
|||
Insurance recoveries for accrued insurance claims
|
6,722
|
|
|
9,243
|
|
|
5,714
|
|
|||
Other non-current deposits and assets
|
12,342
|
|
|
13,925
|
|
|
16,688
|
|
|||
Total other assets
|
$
|
28,190
|
|
|
$
|
33,373
|
|
|
$
|
33,776
|
|
|
Estimated Useful Lives (Years)
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Land
|
—
|
|
$
|
3,470
|
|
|
$
|
3,470
|
|
|
$
|
3,475
|
|
Buildings
|
10-35
|
|
12,315
|
|
|
12,073
|
|
|
11,969
|
|
|||
Leasehold improvements
|
1-10
|
|
14,202
|
|
|
13,912
|
|
|
13,753
|
|
|||
Vehicles
|
1-5
|
|
536,379
|
|
|
496,820
|
|
|
404,273
|
|
|||
Computer hardware and software
|
1-7
|
|
117,058
|
|
|
107,779
|
|
|
95,570
|
|
|||
Office furniture and equipment
|
1-10
|
|
11,686
|
|
|
12,226
|
|
|
10,374
|
|
|||
Equipment and machinery
|
1-10
|
|
273,712
|
|
|
288,993
|
|
|
242,079
|
|
|||
Total
|
|
|
968,822
|
|
|
935,273
|
|
|
781,493
|
|
|||
Less: accumulated depreciation
|
|
|
(554,054
|
)
|
|
(513,166
|
)
|
|
(454,823
|
)
|
|||
Property and equipment, net
|
|
|
$
|
414,768
|
|
|
$
|
422,107
|
|
|
$
|
326,670
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
Depreciation expense
|
$
|
72,961
|
|
|
$
|
123,125
|
|
|
$
|
105,514
|
|
|
$
|
79,331
|
|
Repairs and maintenance expense
|
$
|
16,438
|
|
|
$
|
31,272
|
|
|
$
|
29,487
|
|
|
$
|
22,054
|
|
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
||||||
Balance as of July 25, 2015
|
$
|
467,420
|
|
|
$
|
(195,767
|
)
|
|
$
|
271,653
|
|
Purchase price allocation adjustments
|
101
|
|
|
—
|
|
|
101
|
|
|||
Goodwill from fiscal 2016 acquisitions
|
38,403
|
|
|
—
|
|
|
38,403
|
|
|||
Balance as of July 30, 2016
|
505,924
|
|
|
(195,767
|
)
|
|
310,157
|
|
|||
Goodwill from fiscal 2017 acquisition
|
10,087
|
|
|
—
|
|
|
10,087
|
|
|||
Purchase price allocation adjustments from fiscal 2016 acquisitions
|
1,504
|
|
|
—
|
|
|
1,504
|
|
|||
Balance as of July 29, 2017
|
517,515
|
|
|
(195,767
|
)
|
|
321,748
|
|
|||
Purchase price allocation adjustments from fiscal 2017 acquisition
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Balance as of January 27, 2018
|
$
|
517,510
|
|
|
$
|
(195,767
|
)
|
|
$
|
321,743
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
Terminal Growth Rate
|
2.5% - 3.0%
|
|
2.0% - 3.0%
|
|
2.0% - 3.0%
|
|
1.5% - 2.5%
|
Discount Rate
|
11.0%
|
|
11.0%
|
|
11.5%
|
|
11.5%
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Intangible Assets, Net
|
||||||
January 27, 2018:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
299,717
|
|
|
$
|
135,544
|
|
|
$
|
164,173
|
|
Trade names
|
10,350
|
|
|
7,872
|
|
|
2,478
|
|
|||
UtiliQuest trade name
|
4,700
|
|
|
—
|
|
|
4,700
|
|
|||
Non-compete agreements
|
450
|
|
|
332
|
|
|
118
|
|
|||
|
$
|
315,217
|
|
|
$
|
143,748
|
|
|
$
|
171,469
|
|
|
|
|
|
|
|
||||||
July 29, 2017:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
299,717
|
|
|
$
|
124,084
|
|
|
$
|
175,633
|
|
Trade names
|
10,350
|
|
|
7,285
|
|
|
3,065
|
|
|||
UtiliQuest trade name
|
4,700
|
|
|
—
|
|
|
4,700
|
|
|||
Non-compete agreements
|
450
|
|
|
287
|
|
|
163
|
|
|||
|
$
|
315,217
|
|
|
$
|
131,656
|
|
|
$
|
183,561
|
|
|
|
|
|
|
|
||||||
July 30, 2016:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
289,955
|
|
|
$
|
101,012
|
|
|
$
|
188,943
|
|
Trade names
|
9,800
|
|
|
6,034
|
|
|
3,766
|
|
|||
UtiliQuest trade name
|
4,700
|
|
|
—
|
|
|
4,700
|
|
|||
Non-compete agreements
|
685
|
|
|
329
|
|
|
356
|
|
|||
Contract backlog
|
4,780
|
|
|
4,666
|
|
|
114
|
|
|||
|
$
|
309,920
|
|
|
$
|
112,041
|
|
|
$
|
197,879
|
|
|
|
Amount
|
||
2019
|
|
$
|
21,656
|
|
2020
|
|
20,095
|
|
|
2021
|
|
19,208
|
|
|
2022
|
|
16,740
|
|
|
2023
|
|
14,294
|
|
|
Thereafter
|
|
74,776
|
|
|
Total
|
|
$
|
166,769
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Accrued insurance claims - current
|
$
|
53,890
|
|
|
$
|
39,909
|
|
|
$
|
36,844
|
|
Accrued insurance claims - non-current
|
59,385
|
|
|
62,007
|
|
|
52,835
|
|
|||
Total accrued insurance claims
|
$
|
113,275
|
|
|
$
|
101,916
|
|
|
$
|
89,679
|
|
|
|
|
|
|
|
||||||
Insurance recoveries/receivables:
|
|
|
|
|
|
||||||
Current (included in Other current assets)
|
$
|
13,701
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current (included in Other assets)
|
6,722
|
|
|
9,243
|
|
|
5,714
|
|
|||
Total insurance recoveries/receivables
|
$
|
20,423
|
|
|
$
|
9,243
|
|
|
$
|
5,714
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Accrued payroll and related taxes
|
$
|
23,010
|
|
|
$
|
24,554
|
|
|
$
|
23,908
|
|
Accrued employee benefit and incentive plan costs
|
16,097
|
|
|
42,135
|
|
|
40,943
|
|
|||
Accrued construction costs
|
24,582
|
|
|
29,942
|
|
|
41,123
|
|
|||
Other current liabilities
|
15,968
|
|
|
16,972
|
|
|
16,328
|
|
|||
Total other accrued liabilities
|
$
|
79,657
|
|
|
$
|
113,603
|
|
|
$
|
122,302
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Credit Agreement - Revolving facility (matures April 2020)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Credit Agreement - Term loan facilities (mature April 2020)
|
358,063
|
|
|
367,688
|
|
|
346,250
|
|
|||
0.75% convertible senior notes, net (mature September 2021)
|
402,249
|
|
|
392,233
|
|
|
373,077
|
|
|||
|
760,312
|
|
|
759,921
|
|
|
719,327
|
|
|||
Less: current portion
|
(26,469
|
)
|
|
(21,656
|
)
|
|
(13,125
|
)
|
|||
Long-term debt
|
$
|
733,843
|
|
|
$
|
738,265
|
|
|
$
|
706,202
|
|
Borrowings - Eurodollar Rate Loans
|
1.25% - 2.00% plus LIBOR
|
Borrowings - Base Rate Loans
|
0.25% - 1.00% plus administrative agent’s base rate
(1)
|
Unused Revolver Commitment
|
0.25% - 0.40%
|
Standby Letters of Credit
|
1.25% - 2.00%
|
Commercial Letters of Credit
|
0.625% - 1.00%
|
|
Weighted Average Rate End of Period
|
||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
Borrowings - Term loan facilities
|
3.30%
|
|
2.98%
|
|
2.49%
|
Borrowings - Revolving facility
(1)
|
—%
|
|
—%
|
|
—%
|
Standby Letters of Credit
|
1.75%
|
|
1.75%
|
|
2.00%
|
Unused Revolver Commitment
|
0.35%
|
|
0.35%
|
|
0.40%
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Liability component
|
|
|
|
|
|
||||||
Principal amount of 0.75% convertible senior notes due September 2021
|
$
|
485,000
|
|
|
$
|
485,000
|
|
|
$
|
485,000
|
|
Less: Debt discount
|
(74,899
|
)
|
|
(84,069
|
)
|
|
(101,679
|
)
|
|||
Less: Debt issuance costs
|
(7,852
|
)
|
|
(8,698
|
)
|
|
(10,244
|
)
|
|||
Net carrying amount of Notes
|
$
|
402,249
|
|
|
$
|
392,233
|
|
|
$
|
373,077
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Net carrying amount of Notes
|
$
|
402,249
|
|
|
$
|
392,233
|
|
|
$
|
373,077
|
|
|
|
|
|
|
|
||||||
Fair value of principal amount of Notes
|
$
|
659,649
|
|
|
$
|
567,256
|
|
|
$
|
570,603
|
|
Less: Debt discount and debt issuance costs
|
(82,751
|
)
|
|
(92,767
|
)
|
|
(111,923
|
)
|
|||
Fair value of Notes
|
$
|
576,898
|
|
|
$
|
474,489
|
|
|
$
|
458,680
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(4,384
|
)
|
|
$
|
62,455
|
|
|
$
|
42,096
|
|
|
$
|
42,516
|
|
Foreign
|
598
|
|
|
176
|
|
|
310
|
|
|
502
|
|
||||
State
|
1,166
|
|
|
12,344
|
|
|
8,399
|
|
|
6,998
|
|
||||
|
(2,620
|
)
|
|
74,975
|
|
|
50,805
|
|
|
50,016
|
|
||||
Deferred:
|
|
|
|
|
|
|
|
||||||||
Federal
|
(21,332
|
)
|
|
17,051
|
|
|
26,467
|
|
|
305
|
|
||||
Foreign
|
(37
|
)
|
|
(35
|
)
|
|
(296
|
)
|
|
268
|
|
||||
State
|
1,704
|
|
|
1,217
|
|
|
611
|
|
|
671
|
|
||||
|
(19,665
|
)
|
|
18,233
|
|
|
26,782
|
|
|
1,244
|
|
||||
Total (benefit) provision for income taxes
|
$
|
(22,285
|
)
|
|
$
|
93,208
|
|
|
$
|
77,587
|
|
|
$
|
51,260
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
Statutory rate applied to pre-tax income
|
$
|
15,334
|
|
|
$
|
87,649
|
|
|
$
|
72,214
|
|
|
$
|
47,454
|
|
State taxes, net of federal tax benefit
|
1,406
|
|
|
9,868
|
|
|
7,398
|
|
|
5,159
|
|
||||
Tax Reform and related effects
|
(32,249
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Federal benefit of vesting and exercise of share-based awards
|
(7,067
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-deductible and non-taxable items, net
|
1,585
|
|
|
(4,686
|
)
|
|
(2,013
|
)
|
|
(1,220
|
)
|
||||
Change in accruals for uncertain tax positions
|
250
|
|
|
632
|
|
|
113
|
|
|
(74
|
)
|
||||
Tax credits
|
(1,596
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other items, net
|
52
|
|
|
(255
|
)
|
|
(125
|
)
|
|
(59
|
)
|
||||
Total (benefit) provision for income taxes
|
$
|
(22,285
|
)
|
|
$
|
93,208
|
|
|
$
|
77,587
|
|
|
$
|
51,260
|
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Insurance and other reserves
|
$
|
22,368
|
|
|
$
|
36,955
|
|
|
$
|
33,847
|
|
Allowance for doubtful accounts and reserves
|
1,081
|
|
|
1,975
|
|
|
1,013
|
|
|||
Net operating loss carryforwards
|
822
|
|
|
765
|
|
|
1,151
|
|
|||
Stock-based compensation
|
3,405
|
|
|
8,022
|
|
|
6,424
|
|
|||
Other
|
1,174
|
|
|
1,750
|
|
|
1,363
|
|
|||
Total deferred tax assets
|
28,850
|
|
|
49,467
|
|
|
43,798
|
|
|||
Valuation allowance
|
(148
|
)
|
|
(122
|
)
|
|
(358
|
)
|
|||
Deferred tax assets, net of valuation allowance
|
$
|
28,702
|
|
|
$
|
49,345
|
|
|
$
|
43,440
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||||||
Property and equipment
|
$
|
59,933
|
|
|
$
|
87,581
|
|
|
$
|
63,926
|
|
Goodwill and intangibles
|
25,852
|
|
|
38,125
|
|
|
32,632
|
|
|||
Other
|
345
|
|
|
741
|
|
|
736
|
|
|||
Deferred tax liabilities
|
$
|
86,130
|
|
|
$
|
126,447
|
|
|
$
|
97,294
|
|
|
|
|
|
|
|
||||||
Net deferred tax liabilities
|
$
|
57,428
|
|
|
$
|
77,102
|
|
|
$
|
53,854
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
Balance at beginning of year
|
$
|
3,072
|
|
|
$
|
2,440
|
|
|
$
|
2,327
|
|
|
$
|
2,401
|
|
Additions based on tax positions related to the fiscal year
|
283
|
|
|
441
|
|
|
161
|
|
|
44
|
|
||||
Additions (reductions) based on tax positions related to prior years
|
(33
|
)
|
|
229
|
|
|
86
|
|
|
(98
|
)
|
||||
Reductions related to the expiration of statutes of limitation
|
—
|
|
|
(38
|
)
|
|
(134
|
)
|
|
(20
|
)
|
||||
Balance at end of year
|
$
|
3,322
|
|
|
$
|
3,072
|
|
|
$
|
2,440
|
|
|
$
|
2,327
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
Gain on sale of fixed assets
|
$
|
7,217
|
|
|
$
|
14,866
|
|
|
$
|
9,806
|
|
|
$
|
7,110
|
|
Miscellaneous expense, net
|
(992
|
)
|
|
(2,086
|
)
|
|
627
|
|
|
1,181
|
|
||||
Total other income, net
|
$
|
6,225
|
|
|
$
|
12,780
|
|
|
$
|
10,433
|
|
|
$
|
8,291
|
|
•
|
assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;
|
•
|
if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be allocated to the remaining participating employers; and
|
•
|
if the Company stops participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan. This payment is referred to as a withdrawal liability.
|
|
|
|
|
|
|
Company Contributions
|
|
|
|
Expiration Date of CBA
|
||||||||||||||||
|
|
PPA Zone Status
(1)
|
|
FIP/RP Status
(2)
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
|
Surcharge Imposed
|
|
|||||||||||||||
Fund
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
|
|||||||||||
The Plan (EIN 13-6123601)
|
|
Green
|
|
Green
|
|
No
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,057
|
|
|
$
|
3,852
|
|
|
No
|
|
5/5/2016
|
Other Plans
|
|
|
|
|
|
|
|
319
|
|
|
384
|
|
|
622
|
|
|
934
|
|
|
|
|
Various
|
||||
Total
|
|
|
|
|
|
|
|
$
|
319
|
|
|
$
|
384
|
|
|
$
|
3,679
|
|
|
$
|
4,786
|
|
|
|
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
Stock-based compensation
|
$
|
13,277
|
|
|
$
|
20,805
|
|
|
$
|
16,850
|
|
|
$
|
13,923
|
|
Income tax effect of stock-based compensation
|
$
|
4,793
|
|
|
$
|
7,996
|
|
|
$
|
6,436
|
|
|
$
|
5,458
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
||||||||
Weighted average fair value of RSUs granted
|
$
|
87.34
|
|
|
$
|
79.04
|
|
|
$
|
72.41
|
|
|
$
|
31.42
|
|
Weighted average fair value of Performance RSUs granted
|
$
|
84.13
|
|
|
$
|
79.29
|
|
|
$
|
77.86
|
|
|
$
|
31.03
|
|
Weighted average fair value of stock options granted
|
$
|
42.60
|
|
|
$
|
39.90
|
|
|
$
|
45.13
|
|
|
$
|
19.48
|
|
Stock option assumptions:
|
|
|
|
|
|
|
|
||||||||
Risk-free interest rate
|
2.3
|
%
|
|
2.3
|
%
|
|
2.0
|
%
|
|
2.1
|
%
|
||||
Expected life (in years)
|
7.6
|
|
|
7.6
|
|
|
7.3
|
|
|
8.8
|
|
||||
Expected volatility
|
43.4
|
%
|
|
44.7
|
%
|
|
55.0
|
%
|
|
54.5
|
%
|
||||
Expected dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Stock Options
|
|||||||||||
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
(In years) |
|
Aggregate Intrinsic Value
(In thousands) |
|||||
Outstanding as of July 29, 2017
|
670,350
|
|
|
$
|
25.24
|
|
|
|
|
|
||
Granted
|
18,933
|
|
|
$
|
85.15
|
|
|
|
|
|
||
Options exercised
|
(52,553
|
)
|
|
$
|
14.17
|
|
|
|
|
|
||
Canceled
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding as of January 27, 2018
|
636,730
|
|
|
$
|
27.93
|
|
|
4.8
|
|
$
|
58,176
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable options as of January 27, 2018
|
549,507
|
|
|
$
|
21.63
|
|
|
4.2
|
|
$
|
53,670
|
|
|
Restricted Stock
|
||||||||||||
|
RSUs
|
|
Performance RSUs
|
||||||||||
|
Share Units
|
|
Weighted Average Grant Price
|
|
Share Units
|
|
Weighted Average Grant Price
|
||||||
Outstanding as of July 29, 2017
|
187,465
|
|
|
$
|
60.71
|
|
|
553,882
|
|
|
$
|
67.46
|
|
Granted
|
29,672
|
|
|
$
|
87.34
|
|
|
138,261
|
|
|
$
|
84.13
|
|
Share units vested
|
(80,884
|
)
|
|
$
|
51.49
|
|
|
(272,466
|
)
|
|
$
|
57.98
|
|
Forfeited or canceled
|
(2,357
|
)
|
|
$
|
81.62
|
|
|
(29,350
|
)
|
|
$
|
60.32
|
|
Outstanding as of January 27, 2018
|
133,896
|
|
|
$
|
71.81
|
|
|
390,327
|
|
|
$
|
80.52
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
Comcast Corporation
|
21.6%
|
|
17.7%
|
|
13.6%
|
|
12.9%
|
AT&T Inc.
|
20.6%
|
|
26.3%
|
|
24.4%
|
|
20.8%
|
CenturyLink, Inc.
(1)
|
17.5%
|
|
18.2%
|
|
14.7%
|
|
14.5%
|
Verizon Communications Inc.
(2)
|
12.0%
|
|
9.2%
|
|
11.2%
|
|
7.7%
|
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
||||||
Comcast Corporation
|
$
|
166.5
|
|
|
24.5%
|
|
$
|
159.7
|
|
|
21.3%
|
|
$
|
95.3
|
|
|
13.9%
|
CenturyLink, Inc.
(1)
|
$
|
126.0
|
|
|
18.5%
|
|
$
|
148.1
|
|
|
19.8%
|
|
$
|
81.5
|
|
|
11.9%
|
Verizon Communications Inc.
(2)
|
$
|
98.2
|
|
|
14.4%
|
|
$
|
73.7
|
|
|
9.8%
|
|
$
|
70.2
|
|
|
10.2%
|
AT&T Inc.
|
$
|
79.2
|
|
|
11.6%
|
|
$
|
87.1
|
|
|
11.6%
|
|
$
|
138.8
|
|
|
20.3%
|
Windstream Corporation
|
$
|
42.9
|
|
|
6.3%
|
|
$
|
84.7
|
|
|
11.3%
|
|
$
|
79.0
|
|
|
11.5%
|
|
For the Six Months Ended
|
||||||
|
January 27, 2018
|
|
January 28, 2017
|
||||
|
|
|
(Unaudited)
|
||||
Revenues
|
$
|
1,411,348
|
|
|
$
|
1,500,355
|
|
Expenses:
|
|
|
|
||||
Cost of earned revenue, excluding depreciation and amortization
|
1,141,480
|
|
|
1,176,361
|
|
||
General and administrative
|
124,930
|
|
|
118,395
|
|
||
Depreciation and amortization
|
85,053
|
|
|
70,252
|
|
||
Total
|
1,351,463
|
|
|
1,365,008
|
|
||
Interest expense, net
|
(19,560
|
)
|
|
(18,248
|
)
|
||
Other income, net
|
6,225
|
|
|
1,946
|
|
||
Income before income taxes
|
46,550
|
|
|
119,045
|
|
||
(Benefit) provision for income taxes
|
(22,285
|
)
|
|
44,332
|
|
||
Net income
|
$
|
68,835
|
|
|
$
|
74,713
|
|
|
|
|
|
||||
Earnings per common share:
|
|
|
|
||||
Basic
|
$
|
2.22
|
|
|
$
|
2.37
|
|
Diluted
|
$
|
2.15
|
|
|
$
|
2.32
|
|
|
|
|
|
||||
Shares used in computing earnings per common share:
|
|
|
|
||||
Basic
|
31,059,140
|
|
|
31,480,660
|
|
||
Diluted
|
32,054,945
|
|
|
32,180,923
|
|
|
Quarter Ended
|
||||||
2018 Transition Period
(1)
:
|
First Quarter
|
|
Second Quarter
|
||||
Contract revenues
|
$
|
756,215
|
|
|
$
|
655,133
|
|
Costs of earned revenues, excluding depreciation and amortization
|
$
|
600,847
|
|
|
$
|
540,633
|
|
Gross profit
|
$
|
155,368
|
|
|
$
|
114,500
|
|
Net income
|
$
|
28,776
|
|
|
$
|
40,059
|
|
Earnings per common share - Basic
|
$
|
0.93
|
|
|
$
|
1.29
|
|
Earnings per common share - Diluted
|
$
|
0.90
|
|
|
$
|
1.24
|
|
|
Quarter Ended
|
||||||||||||||
Fiscal 2017
:
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Contract revenues
|
$
|
799,223
|
|
|
$
|
701,131
|
|
|
$
|
786,338
|
|
|
$
|
780,188
|
|
Costs of earned revenues, excluding depreciation and amortization
|
$
|
614,990
|
|
|
$
|
561,371
|
|
|
$
|
621,475
|
|
|
$
|
606,898
|
|
Gross profit
|
$
|
184,233
|
|
|
$
|
139,760
|
|
|
$
|
164,863
|
|
|
$
|
173,290
|
|
Net income
|
$
|
51,050
|
|
|
$
|
23,663
|
|
|
$
|
38,796
|
|
|
$
|
43,708
|
|
Earnings per common share - Basic
|
$
|
1.62
|
|
|
$
|
0.75
|
|
|
$
|
1.24
|
|
|
$
|
1.41
|
|
Earnings per common share - Diluted
|
$
|
1.59
|
|
|
$
|
0.74
|
|
|
$
|
1.22
|
|
|
$
|
1.38
|
|
|
Quarter Ended
|
||||||||||||||
Fiscal 2016
:
|
First Quarter
(2)
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Contract revenues
|
$
|
659,268
|
|
|
$
|
559,470
|
|
|
$
|
664,645
|
|
|
$
|
789,159
|
|
Costs of earned revenues, excluding depreciation and amortization
|
$
|
506,978
|
|
|
$
|
450,284
|
|
|
$
|
520,408
|
|
|
$
|
605,909
|
|
Gross profit
|
$
|
152,290
|
|
|
$
|
109,186
|
|
|
$
|
144,237
|
|
|
$
|
183,250
|
|
Net income
|
$
|
30,824
|
|
|
$
|
15,473
|
|
|
$
|
33,083
|
|
|
$
|
49,360
|
|
Earnings per common share - Basic
|
$
|
0.94
|
|
|
$
|
0.47
|
|
|
$
|
1.02
|
|
|
$
|
1.57
|
|
Earnings per common share - Diluted
|
$
|
0.91
|
|
|
$
|
0.46
|
|
|
$
|
1.00
|
|
|
$
|
1.54
|
|
|
|
|
DYCOM INDUSTRIES, INC.
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
Date:
|
March 2, 2018
|
|
/s/ Steven E. Nielsen
|
|
|
|
|
Name:
Title: |
Steven E. Nielsen
President and Chief Executive Officer |
Name
|
Position
|
Date
|
|
|
|
/s/ Steven E. Nielsen
|
President, Chief Executive Officer and Director
|
March 2, 2018
|
Steven E. Nielsen
|
(Principal Executive Officer)
|
|
|
|
|
/s/ H. Andrew DeFerrari
|
Senior Vice President and Chief Financial Officer
|
March 2, 2018
|
H. Andrew DeFerrari
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Rebecca Brightly Roach
|
Vice President and Chief Accounting Officer
|
March 2, 2018
|
Rebecca Brightly Roach
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Stephen C. Coley
|
Director
|
March 2, 2018
|
Stephen C. Coley
|
|
|
|
|
|
/s/ Dwight B. Duke
|
Director
|
March 2, 2018
|
Dwight B. Duke
|
|
|
|
|
|
/s/ Eitan Gertel
|
Director
|
March 2, 2018
|
Eitan Gertel
|
|
|
|
|
|
/s/ Anders Gustafsson
|
Director
|
March 2, 2018
|
Anders Gustafsson
|
|
|
|
|
|
/s/ Patricia L. Higgins
|
Director
|
March 2, 2018
|
Patricia L. Higgins
|
|
|
|
|
|
/s/ Laurie J. Thomsen
|
Director
|
March 2, 2018
|
Laurie J. Thomsen
|
|
|
1.
|
Definitions; Incorporation of Plan Terms
.
|
2.
|
Grant of RSUs
.
|
3.
|
Vesting of RSUs
.
|
4.
|
Nontransferability of the RSUs
.
|
5.
|
Rights as a Stockholder
.
|
6.
|
Deferral Elections
|
7.
|
Notices
.
|
8.
|
Governing Law
.
|
9.
|
Severability
.
|
10.
|
Corporate Changes; Changes in Capitalization
.
|
11.
|
Exchange Act
.
|
12.
|
Compliance with Code Section 409A
.
|
13.
|
Amendment
.
|
14.
|
No Rights to Grants or to Continue as a Director.
|
15.
|
Entire Agreement
.
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||||||||||
|
January 27, 2018
|
|
July 29, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
|
July 26, 2014
|
|
July 27, 2013
|
||||||||||||
Net income
|
$
|
68,835
|
|
|
$
|
157,217
|
|
|
$
|
128,740
|
|
|
$
|
84,324
|
|
|
$
|
39,978
|
|
|
$
|
35,188
|
|
Income tax (benefit) provision
|
(22,285
|
)
|
|
93,208
|
|
|
77,587
|
|
|
51,260
|
|
|
26,341
|
|
|
23,011
|
|
||||||
Fixed charges included in the determination of net income
|
29,373
|
|
|
56,866
|
|
|
51,363
|
|
|
39,970
|
|
|
39,528
|
|
|
34,774
|
|
||||||
Total earnings, as defined
|
$
|
75,923
|
|
|
$
|
307,291
|
|
|
$
|
257,690
|
|
|
$
|
175,554
|
|
|
$
|
105,847
|
|
|
$
|
92,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest charges
|
$
|
19,574
|
|
|
$
|
37,377
|
|
|
$
|
34,733
|
|
|
$
|
27,029
|
|
|
$
|
26,837
|
|
|
$
|
23,335
|
|
Rental interest factor
|
9,799
|
|
|
19,489
|
|
|
16,630
|
|
|
12,941
|
|
|
12,691
|
|
|
11,439
|
|
||||||
Total fixed charges, as defined
|
$
|
29,373
|
|
|
$
|
56,866
|
|
|
$
|
51,363
|
|
|
$
|
39,970
|
|
|
$
|
39,528
|
|
|
$
|
34,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
2.6x
|
|
|
5.4x
|
|
|
5.0x
|
|
|
4.4x
|
|
|
2.7x
|
|
|
2.7x
|
|
Subsidiary
|
Jurisdiction
|
Ansco & Associates, LLC
|
Delaware
|
Blair Park Services, LLC
|
Delaware
|
Broadband Express, LLC
|
Delaware
|
C-2 Utility Contractors, LLC
|
Delaware
|
CableCom, LLC
|
Delaware
|
Cavo Broadband Communications, LLC
|
Delaware
|
CertusView Technologies, LLC
|
Delaware
|
Communications Construction Group, LLC
|
Delaware
|
Dycom Capital Management, Inc.
|
Delaware
|
Dycom Corporate Identity, Inc.
|
Delaware
|
Dycom Identity, LLC
|
Delaware
|
Dycom Investments, Inc.
|
Delaware
|
Engineering Associates, LLC
|
Georgia
|
Ervin Cable Construction, LLC
|
Delaware
|
Fiber Technologies Solutions, LLC
|
Delaware
|
Globe Communications, LLC
|
North Carolina
|
Golden State Utility Co.
|
Delaware
|
Ivy H. Smith Company, LLC
|
Delaware
|
Kanaan Communications, LLC
|
Delaware
|
Lambert’s Cable Splicing Company, LLC
|
Delaware
|
Locating, Inc.
|
Washington
|
NeoCom Solutions, LLC
|
Georgia
|
Nichols Construction, LLC
|
Delaware
|
Niels Fugal Sons Company, LLC
|
Delaware
|
North Sky Communications, LLC
|
Delaware
|
Parkside Site & Utility Company Corporation
|
Delaware
|
Parkside Utility Construction, LLC
|
Delaware
|
Pauley Construction, LLC
|
Arizona
|
Precision Valley Communications of Vermont, LLC
|
Delaware
|
Prince Telecom, LLC
|
Delaware
|
Professional Teleconcepts, LLC
|
Illinois
|
Professional Teleconcepts, LLC
|
New York
|
RJE Canada, ULC
|
Alberta, Canada
|
RJE Telecom, LLC
|
Delaware
|
Sage Telecommunications Corp. of Colorado, LLC
|
Colorado
|
Spectrum Wireless Solutions, LLC
|
Delaware
|
Star Construction, LLC
|
Delaware
|
TCS Communications, LLC
|
Delaware
|
TelCom Construction, Inc.
|
Minnesota
|
Tesinc, LLC
|
Delaware
|
Texstar Enterprises, Inc.
|
Texas
|
Tjader & Highstrom Utility Services, LLC
|
Delaware
|
Trawick Construction Company, LLC
|
Florida
|
Triple-D Communications, LLC
|
Delaware
|
1.
|
I have reviewed this Transition Report on Form 10-K of Dycom Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 2, 2018
|
|
|
/s/ Steven E. Nielsen
|
|
Steven E. Nielsen
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Transition Report on Form 10-K of Dycom Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 2, 2018
|
|
|
/s/ H. Andrew DeFerrari
|
|
H. Andrew DeFerrari
|
|
Senior Vice President and Chief Financial Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 2, 2018
|
|
|
/s/ Steven E. Nielsen
|
|
Steven E. Nielsen
|
|
President and Chief Executive Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 2, 2018
|
|
|
/s/ H. Andrew DeFerrari
|
|
H. Andrew DeFerrari
|
|
Senior Vice President and Chief Financial Officer
|