(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended July 25, 2009 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Florida | 59-1277135 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer Identification No.) | |
11770 U.S. Highway 1,
Suite 101, Palm Beach Gardens, Florida |
33408
(Zip Code) |
|
(Address of principal executive
offices)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, par value
$0.33
1
/
3
per share
|
New York Stock Exchange |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
| anticipated outcomes of contingent events, including litigation; | |
| projections of revenues, income or loss, or capital expenditures; | |
| plans for future the operations, growth and acquisitions, dispositions, or financial needs; | |
| availability of financing; | |
| plans relating to our services, including our contract backlog; | |
| current economic conditions and trends in the industries we serve; and | |
| assumptions relating to any of foregoing. |
Item 1. | Business |
2
3
Fiscal Year Ended | ||||||||||||
July 25,
|
July 26,
|
July 28,
|
||||||||||
2009 | 2008 | 2007 | ||||||||||
Telecommunications
|
77.7 | % | 76.2 | % | 74.7 | % | ||||||
Underground facility locating
|
16.7 | 17.7 | 18.9 | |||||||||
Electric utilities and other customers
|
5.6 | 6.1 | 6.4 | |||||||||
Total contract revenues
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
4
5
6
Item 1A. | Risk Factors |
7
8
9
10
11
12
| fluctuations in our operating results or the operating results of one of our competitors; | |
| announcements by us or our competitors of significant contracts, acquisitions or capital commitments; | |
| changes in recommendations or earnings estimates by securities analysts; and | |
| the impact of continuing economic weakness on the credit and stock markets and on our customers demand for our services. |
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties |
Item 3. | Legal Proceedings |
13
Item 4. | Submission of Matters to a Vote of Security Holders |
Executive
|
||||||||
Name
|
Age
|
Office
|
Officer Since
|
|||||
Steven E. Nielsen
|
46 | Chairman, President and Chief Executive Officer | February 26, 1996 | |||||
Timothy R. Estes
|
55 | Executive Vice President and Chief Operating Officer | September 1, 2001 | |||||
H. Andrew DeFerrari
|
40 | Senior Vice President and Chief Financial Officer | November 22, 2005 | |||||
Richard B. Vilsoet
|
56 | Vice President, General Counsel and Corporate Secretary | June 11, 2005 |
14
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Fiscal 2009 | Fiscal 2008 | |||||||||||||||
High | Low | High | Low | |||||||||||||
First Quarter
|
$ | 18.12 | $ | 7.55 | $ | 32.36 | $ | 23.60 | ||||||||
Second Quarter
|
$ | 9.11 | $ | 5.13 | $ | 29.54 | $ | 23.20 | ||||||||
Third Quarter
|
$ | 7.91 | $ | 3.67 | $ | 23.94 | $ | 11.16 | ||||||||
Fourth Quarter
|
$ | 12.26 | $ | 7.35 | $ | 17.68 | $ | 12.67 |
Total Number of
|
||||||||||||||||
Shares Purchased as
|
Maximum Number of
|
|||||||||||||||
Total Number
|
Average
|
Part of Publicly
|
Shares that May Yet
|
|||||||||||||
of Shares
|
Price Paid
|
Announced Plans or
|
Be Purchased Under
|
|||||||||||||
Period | Purchased | Per Share | Programs | the Plan or Programs | ||||||||||||
April 26, 2009
May 23, 2009 |
105 | (a) | $ | 9.82 | | (b | ) | |||||||||
May 24, 2009
June 20, 2009 |
| | | (b | ) | |||||||||||
June 21, 2009
July 25, 2009 |
| | | (b | ) |
(a) | Shares were withheld to satisfy tax withholding obligations that arose on the vesting of restricted stock units. | |
(b) | On August 28, 2007, the Companys Board of Directors authorized the purchase of up to $15.0 million of its common stock. This authorization was further increased by $15.0 million on May 20, 2008 and by $15.0 million on August 26, 2008. As of July 25, 2009, approximately $16.9 million of the authorized amount remains for the repurchase of common stock with a termination date of February 2010. |
15
16
83
84
Item 6.
Selected
Financial Data
Fiscal Year
2009(1)
2008(2)
2007(3)
2006(4),(5)
2005(6),(7)
(In thousands, except per share amounts)
$
1,106,900
$
1,229,956
$
1,137,812
$
994,973
$
958,010
$
(53,094
)
$
24,404
$
42,202
$
18,040
$
22,604
$
(53,180
)
$
21,678
$
41,884
$
18,180
$
23,871
$
(1.35
)
$
0.60
$
1.04
$
0.43
$
0.46
$
(1.35
)
$
0.60
$
1.04
$
0.43
$
0.46
$
(1.35
)
$
0.54
$
1.04
$
0.43
$
0.49
$
(1.35
)
$
0.53
$
1.03
$
0.43
$
0.49
$
693,457
$
801,272
$
802,000
$
701,931
$
707,414
$
192,804
$
225,715
$
230,117
$
200,682
$
38,892
$
390,623
$
444,093
$
444,631
$
389,455
$
549,810
(1)
During fiscal 2009, we recognized a goodwill impairment charge
of $94.4 million that included impairments at the following
reporting units: Broadband Installation Services for
$14.8 million, C-2 Utility Contractors for
$9.2 million, Ervin Cable Construction for
$15.7 million, Nichols Construction for $2.0 million,
Stevens Communications for $2.4 million and UtiliQuest for
$50.5 million. The fiscal 2009 impairment charge was a
result of an interim impairment analysis under
SFAS No. 142, Goodwill and Other Intangible
Assets (SFAS No. 142). See
Note 7 in Notes to the Consolidated Financial Statements.
(2)
During fiscal 2008, we incurred charges of approximately
$8.2 million for amounts to be paid to current and former
employees of our UtiliQuest, S.T.S., and Locating subsidiaries
in connection with the settlement of litigation and charges of
approximately $1.2 million in discontinued operations for
the settlement of litigation at our Apex Digital, LLC subsidiary
(see Note 2 in Notes to the Consolidated Financial
Statements). Fiscal 2008 results also include goodwill
impairment charges of $5.9 million and $3.8 million
related to our Stevens Communications reporting unit and our
Nichols Construction reporting unit, respectively, as a result
of our annual SFAS No. 142 valuation of reporting
units. See Note 7 in Notes to Consolidated Financial
Statements.
(3)
Includes the results of Broadband Installation Services
(formerly Cable Express) (acquired September 2006) and
certain operations of Cavo Communications (acquired March
2007) since their acquisition dates.
(4)
Includes the results of Prince Telecom Holdings (acquired
December 2005) since its acquisition date.
(5)
During fiscal 2006, we incurred a goodwill impairment charge of
$14.8 million related to our
Can-Am
Communications, Inc. reporting unit as the result of an interim
impairment test conducted in accordance with
SFAS No. 142.
(6)
Includes the results of RJE Telecom (acquired September
2004) since its acquisition date.
17
Table of Contents
(7)
During fiscal 2005, we incurred a goodwill impairment charge of
$29.0 million related to our White Mountain Cable
Construction reporting unit as a result of our annual
SFAS No. 142 valuation of reporting units.
(8)
In October 2005, we issued $150.0 million principal amount
of 8.125% senior subordinated notes (Notes).
The aggregate proceeds of the issuance of the Notes, together
with $33.0 million of borrowings under our previous
$300 million credit facility and cash on hand, were used to
repurchase 8.76 million shares of our common stock pursuant
to a dutch auction tender offer at a purchase price
of $21.00 per share. The shares were subsequently cancelled.
(9)
During fiscal 2009, the Company repurchased and cancelled
450,000 shares for $2.9 million at an average price
per share of $6.48. The Company repurchased and cancelled
1,693,500 shares for $25.2 million in fiscal 2008
at an average price of $14.83 per share.
(10)
The Company determined that goodwill and non-current deferred
tax liabilities, net from certain prior acquisitions were
understated by $12.2 million for fiscal 2008 and fiscal
2007, $11.9 million for fiscal 2006, and $10.7 million
for fiscal 2005. Total assets and long-term liabilities have
been corrected to adjust for these amounts. See Note 1 in
Notes to the Consolidated Financial Statements.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
18
Table of Contents
Fiscal Year End
July 25,
July 26,
July 28,
2009
2008
2007
69.5
%
70.3
%
72.8
%
17.2
%
17.9
%
12.1
%
86.7
%
88.2
%
84.9
%
Fiscal Year Ended
July 25,
July 26,
July 28,
2009
2008
2007
18.2
%
18.9
%
19.2
%
16.5
%
18.4
%
17.9
%
14.9
%
11.9
%
11.6
%
7.6
%
8.8
%
7.5
%
6.6
%
6.4
%
7.1
%
4.9
%
5.3
%
4.4
%
4.2
%
2.3
%
2.8
%
2.7
%
3.2
%
2.9
%
0.7
%
1.7
%
2.8
%
*
For comparison purposes, AT&T Inc. and BellSouth
Corporation revenues have been combined for periods prior to
their December 2006 merger.
**
For comparison purposes, CenturyTel, Inc. and Embarq Corporation
revenues have been combined for periods prior to their July 2009
merger.
19
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20
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21
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22
Table of Contents
23
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24
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25
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26
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Fiscal Year Ended
July 25, 2009
July 26, 2008
July 28, 2007
(Dollars in millions)
$
1,106.9
100.0
%
$
1,230.0
100.0
%
$
1,137.8
100.0
%
894.9
80.8
1,011.2
82.2
915.3
80.4
98.7
8.9
98.9
8.0
90.1
7.9
65.4
5.9
67.3
5.5
57.8
5.1
94.4
8.5
9.7
0.8
1,153.5
104.2
1,187.1
96.5
1,063.1
93.4
0.3
0.7
0.1
1.0
0.1
(14.7
)
(1.3
)
(13.1
)
(1.1
)
(14.8
)
(1.3
)
6.6
0.6
7.2
0.6
8.6
0.8
(54.5
)
(4.9
)
37.6
3.1
69.5
6.1
(1.4
)
(0.1
)
13.2
1.1
27.3
2.4
(53.1
)
(4.8
)
24.4
2.0
42.2
3.7
(0.1
)
(2.7
)
(0.2
)
(0.3
)
$
(53.2
)
(4.8
)%
$
21.7
1.8
%
$
41.9
3.7
%
Fiscal Year Ended
July 25, 2009
July 26, 2008
%
Revenue
% of Total
Revenue
% of Total
Decrease
Decrease
(Dollars in millions)
$
860.0
77.7
%
$
937.0
76.2
%
$
(77.0
)
(8.2
)%
184.5
16.7
%
217.6
17.7
%
(33.2
)
(15.2
)%
62.5
5.6
%
75.3
6.1
%
(12.9
)
(17.1
)%
$
1,106.9
100.0
%
$
1,230.0
100.0
%
$
(123.1
)
(10.0
)%
27
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28
Table of Contents
Fiscal Year Ended
July 25,
July 26,
2009
2008
$
(1.4
)
$
13.2
2.6
%
35.1
%
29
Table of Contents
Fiscal Year Ended
2009
2008
(Dollars in thousands)
$
$
$
(144
)
$
(4,524
)
$
(86
)
$
(2,726
)
Fiscal Year Ended
%
July 26, 2008
July 28, 2007
Increase
Increase
Revenue
% of Total
Revenue
% of Total
(Decrease)
(Decrease)
(Dollars in millions)
$
937.0
76.2
%
$
849.9
74.7
%
$
87.1
10.2
%
217.6
17.7
%
214.7
18.9
%
2.9
1.4
%
75.3
6.1
%
73.3
6.4
%
2.0
2.8
%
$
1,230.0
100.0
%
$
1,137.8
100.0
%
$
92.2
8.1
%
Fiscal Year Ended
%
July 26,
July 28,
Increase
Increase
2008
2007
(Decrease)
(Decrease)
(Dollars in millions)
$
835.1
$
770.9
$
64.2
8.3
%
217.6
214.7
2.9
1.4
%
75.3
73.3
2.0
2.8
%
1,128.1
1,058.8
69.3
6.5
%
101.9
79.0
22.9
*
$
1,230.0
$
1,137.8
$
92.2
8.1
%
*
Information not meaningful
30
Table of Contents
31
Table of Contents
Fiscal Year Ended
July 26,
July 28,
2007
$
13.2
$
27.3
35.1
%
39.3
%
32
Table of Contents
Fiscal Year Ended
2008
2007
(Dollars in thousands)
$
$
10,032
$
(4,524
)
$
(522
)
$
(2,726
)
$
(318
)
Fiscal Year Ended
July 25,
July 26,
July 28,
2009
2008
2007
(Dollars in millions)
$
126.6
$
104.3
$
108.5
$
(25.4
)
$
(62.1
)
$
(124.6
)
$
(18.6
)
$
(39.0
)
$
7.7
33
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34
Table of Contents
35
Table of Contents
make certain payments, including the payment of dividends;
36
Table of Contents
Greater
Less Than
Years
Years
Than 5
1 Year
1-3
3 - 5
Years
Total
(Dollars in thousands)
$
$
$
$
135,350
$
135,350
10,997
21,994
21,994
16,497
71,482
1,053
58
1,111
8,724
10,347
6,741
5,944
31,756
3,081
2,975
6,056
$
23,855
$
35,374
$
28,735
$
157,791
$
245,755
37
Table of Contents
the timing and volume of customers construction and
maintenance projects;
seasonal budgetary spending patterns of customers and the timing
of budget approvals;
the commencement or termination of master service agreements and
other long-term agreements with customers;
costs incurred to support growth internally or through
acquisitions;
fluctuations in results of operations caused by acquisitions;
fluctuation in the employer portion of payroll taxes as a result
of reaching the limitation on social security withholdings and
unemployment obligations;
changes in mix of customers, contracts, and business activities;
fluctuations in insurance expense due to changes in claims
experience and actuarial assumptions;
fluctuations in stock-based compensation expense as a result of
performance criteria in performance-based share awards, as well
as the timing and vesting period of all stock-based awards;
fluctuations in performance cash awards as a result of operating
results;
fluctuations interest expense due to levels of debt and related
borrowing costs;
fluctuations in other income as a result of the timing and
levels of capital assets sold during the period; and
fluctuations in income tax expense due to levels of taxable
earnings.
38
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
Item 8.
Financial
Statements and Supplementary Data
39
Table of Contents
40
Table of Contents
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JULY 25, 2009, JULY 26,
2008, AND JULY 28, 2007
2009
2008
2007
(Dollars in thousands, except per share amounts)
$
1,106,900
$
1,229,956
$
1,137,812
894,885
1,011,219
915,250
98,732
98,942
90,090
65,435
67,288
57,799
94,429
9,672
1,153,481
1,187,121
1,063,139
261
691
966
(14,743
)
(13,096
)
(14,809
)
6,564
7,154
8,647
(54,499
)
37,584
69,477
4,796
15,221
25,545
(6,201
)
(2,041
)
1,730
(1,405
)
13,180
27,275
(53,094
)
24,404
42,202
(86
)
(2,726
)
(318
)
$
(53,180
)
$
21,678
$
41,884
$
(1.35
)
$
0.60
$
1.04
(0.07
)
(0.01
)
$
(1.35
)
$
0.54
$
1.04
$
(1.35
)
$
0.60
$
1.04
(0.07
)
(0.01
)
$
(1.35
)
$
0.53
$
1.03
39,254,813
40,417,945
40,407,641
39,254,813
40,601,739
40,713,895
41
Table of Contents
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEARS ENDED JULY 25, 2009, JULY 26,
2008, AND JULY 28, 2007
Accumulated
Additional
Other
Common Stock
Paid-In
Comprehensive
Retained
Shares
Amount
Capital
Income (Loss)
Earnings
(Dollars in thousands)
40,612,059
$
13,536
$
178,760
$
(8
)
$
197,167
409,944
137
6,914
1,038
35,530
12
120
6,088
(52,427
)
(17
)
(1,083
)
83
41,884
41,005,106
13,668
191,837
75
239,051
(2,106
)
63,878
21
1,318
590
5,040
(81,680
)
(27
)
(2,120
)
58,216
20
96
(1,693,500
)
(565
)
(24,594
)
111
21,678
39,352,020
13,117
172,167
186
258,623
1,200
1
16
(925
)
3,798
(33,597
)
(11
)
(236
)
128,890
42
57
(450,000
)
(150
)
(2,765
)
(117
)
(53,180
)
38,998,513
$
12,999
$
172,112
$
69
$
205,443
42
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 25, 2009, JULY 26,
2008, AND JULY 28, 2007
43
Table of Contents
1.
Basis of
Presentation
44
Table of Contents
45
Table of Contents
46
Table of Contents
47
Table of Contents
48
Table of Contents
2.
Discontinued
Operations
Fiscal Year Ended
2009
2008
2007
(Dollars in thousands)
$
$
$
10,032
$
(144
)
$
(4,524
)
$
(522
)
$
(86
)
$
(2,726
)
$
(318
)
49
Table of Contents
2009
2008
(Dollars in thousands)
$
161
$
667
$
528
$
2,731
$
429
$
427
3.
Computation
of Earnings (Loss) Per Common Share
50
Table of Contents
Fiscal Year Ended
2009
2008
2007
(Dollars in thousands, except per share amounts)
$
(53,094
)
$
24,404
$
42,202
(86
)
(2,726
)
(318
)
$
(53,180
)
$
21,678
$
41,884
39,254,813
40,417,945
40,407,641
39,254,813
40,417,945
40,407,641
183,794
306,254
39,254,813
40,601,739
40,713,895
3,305,164
2,039,444
2,168,547
$
(1.35
)
$
0.60
$
1.04
(0.07
)
(0.01
)
$
(1.35
)
$
0.54
$
1.04
$
(1.35
)
$
0.60
$
1.04
(0.07
)
(0.01
)
$
(1.35
)
$
0.53
$
1.03
4.
Accounts
Receivable
2009
2008
(Dollars in thousands)
$
113,275
$
145,346
3,098
972
1,403
871
117,776
147,189
808
769
$
116,968
$
146,420
51
Table of Contents
Fiscal Year Ended
2009
2008
(Dollars in thousands)
$
769
$
986
317
(43
)
(278
)
(174
)
$
808
$
769
5.
Costs and
Estimated Earnings on Contracts in Excess of Billings
2009
2008
(Dollars in thousands)
$
53,823
$
75,978
13,288
18,292
67,111
94,270
151
483
$
66,960
$
93,787
$
67,111
$
94,270
(151
)
(483
)
$
66,960
$
93,787
6.
Property
and Equipment
2009
2008
(Dollars in thousands)
$
2,974
$
2,953
9,875
9,751
4,361
3,959
199,372
204,814
42,323
34,844
5,030
5,495
123,709
133,138
387,644
394,954
245,512
224,475
$
142,132
$
170,479
52
Table of Contents
Fiscal Year Ended
2009
2008
2007
(Dollars in thousands)
$
58,630
$
60,010
$
51,002
$
15,924
$
19,966
$
19,802
7.
Goodwill
and Intangible Assets
Useful Life
2009
2008
In Years
(Dollars in thousands)
N/A
$
157,851
$
252,374
5
$
$
800
Indefinite
4,700
4,700
4 - 15
2,925
2,925
5 - 15
77,555
77,555
85,180
85,980
747
897
714
28,227
21,659
29,124
23,120
$
56,056
$
62,860
$
6,314
$
6,022
$
5,503
$
5,385
$
5,160
$
22,972
53
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54
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8.
Accrued
Insurance Claims
55
Table of Contents
2009
2008
(Dollars in thousands)
$
15,559
$
16,599
3,698
4,506
8,129
8,729
27,386
29,834
23,866
30,156
5,893
7,019
29,759
37,175
$
57,145
$
67,009
9.
Other
Accrued Liabilities
2009
2008
(Dollars in thousands)
$
22,041
$
25,935
7,195
7,017
8,083
10,434
3,228
3,621
528
2,731
11,515
19,268
$
52,590
$
69,006
10.
Debt
2009
2008
(Dollars in thousands)
$
135,350
$
150,000
953
3,355
136,303
153,355
926
2,306
$
135,377
$
151,049
56
Table of Contents
make certain payments, including the payment of dividends;
redeem or repurchase capital stock;
incur additional indebtedness and issue preferred stock;
make investments or create liens;
57
Table of Contents
enter into sale and leaseback transactions;
merge or consolidate with another entity;
sell certain assets; and
enter into transactions with affiliates.
11.
Income
Taxes
$
6,569
329
(702
)
(1,992
)
4,204
229
21
(106
)
(1,451
)
$
2,897
58
Table of Contents
Fiscal Year Ended
2009
2008
2007
(Dollars in thousands)
$
3,869
$
12,026
$
22,002
927
3,195
3,543
4,796
15,221
25,545
(4,866
)
(1,161
)
1,360
250
(222
)
149
(1,585
)
(658
)
221
(6,201
)
(2,041
)
1,730
$
(1,405
)
$
13,180
$
27,275
2009
2008
(Dollars in thousands)
$
25,320
$
32,412
1,008
639
4,127
4,344
30,455
37,395
(564
)
(330
)
$
29,891
$
37,065
$
21,191
$
19,486
15,144
29,982
687
$
37,022
$
49,468
$
(7,131
)
$
(12,403
)
59
Table of Contents
Fiscal Year Ended
2009
2008
2007
(Dollars in thousands)
$
(19,074
)
$
13,154
$
24,317
(428
)
1,649
2,446
17,645
1,009
865
507
(1,006
)
(1,864
)
449
(624
)
5
$
(1,405
)
$
13,180
$
27,275
12.
Other
Income, net
Fiscal Year Ended
2009
2008
2007
(Dollars in thousands)
$
3,942
$
6,724
$
8,125
146
430
522
3,027
(551
)
$
6,564
$
7,154
$
8,647
13.
Employee
Benefit Plans
14.
Capital
Stock
60
Table of Contents
15.
Stock-Based
Awards
the 1991 Incentive Stock Option Plan (1991 Plan)
the Arguss Communications, Inc. 1991 Stock Option Plan
(1991 Arguss Plan)
the 1998 Incentive Stock Option Plan (1998 Plan)
the 2001 Directors Stock Option Plan
(2001 Directors Plan)
the 2002 Directors Restricted Stock Plan
(2002 Directors Plan)
the 2003 Long-term Incentive Plan (2003 Plan)
the 2007 Non-Employee Directors Equity Plan
(2007 Directors Plan)
Unvested
Restricted
Outstanding
Shares and
Shares
Plan
Stock
Units
Available for
Expiration
Options
Outstanding
Grant
Expired
45,000
N/A
38,550
2011
54,501
2012
3,212
Expired
1,145,465
2013
1,495,555
820,797
2,049,381
2017
87,604
33,733
159,813
2,866,675
857,742
2,209,194
(a)
No further options will be granted under the 1991 Arguss Plan,
the 2001 Directors Plan, the 2002 Directors Plan, or
the 1998 Plan.
61
Table of Contents
Weighted
Average
Shares
Weighted
Remaining
Aggregate
Subject to
Average
Contractual
Intrinsic
Options
Exercise Price
Life
Value
(In thousands)
2,866,675
$
23.36
5.2
$
4,184
2,037,786
$
29.80
3.5
$
3
*
Options exercisable reflect the approximate amount of options
expected to vest after giving effect to estimated forfeitures at
an insignificant rate.
Weighted
Weighted
Average
Aggregate
Restricted
Average
Remaining
Intrinsic
Shares/Units
Grant Price
Vesting Period
Value
(In thousands)
177,400
$
13.78
2.1
$
2,147
680,342
$
21.34
0.8
$
8,232
Time Vesting Restricted
Performance Vesting
Stock Options
Shares/Units
Restricted Shares/Units
Weighted
Weighted
Weighted
Average
Average
Average
Exercise
Grant
Grant
Shares
Price
Shares/Units
Price
Shares/Units
Price
2,375,557
$
29.45
134,872
$
24.32
643,450
$
24.95
788,248
$
6.70
102,812
$
6.35
157,286
$
8.42
(1,200
)
$
13.84
(54,737
)
$
24.67
(86,387
)
$
(24.33
)
(295,930
)
$
27.60
(5,547
)
$
24.93
(34,007
)
$
25.25
2,866,675
$
23.36
177,400
$
13.78
680,342
$
21.34
62
Table of Contents
Fiscal Year Ended
2009
2008
2007
$
7.60
$
27.37
$
21.25
$
3.73
$
9.96
$
13.79
2.3
%
3.5
%
4.6
%
6.6
6.6
9.0
55.4
%
46.6
%
53.7
%
For the Year Ended
2009
2008
2007
(Dollars in thousands)
$
3,897
$
5,156
$
6,220
$
(1,338
)
$
(1,988
)
$
(2,534
)
63
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Unrecognized
Weighted-
Compensation
Average
Expense
Period
(In thousands)
(In years)
$
2,903
3.2
$
1,693
2.1
$
5,987
0.8
16.
Related
Party Transactions
17.
Concentrations
of Credit Risk
64
Table of Contents
Fiscal Year Ended
2009
2008
2007
18.2
%
18.9
%
19.2
%
16.5
%
18.4
%
17.9
%
14.9
%
11.9
%
11.6
%
18.
Commitments
and Contingencies
65
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Future Minimum
Lease Payments
(Dollars in thousands)
$
7,951
5,485
3,280
2,619
2,316
5,851
$
27,502
19.
Segment
Information
66
Table of Contents
Fiscal Year Ended
2009
2008
2007
(Dollars in thousands)
$
859,972
$
936,964
$
849,897
184,463
217,645
214,656
62,465
75,347
73,259
$
1,106,900
$
1,229,956
$
1,137,812
67
Table of Contents
20.
Quarterly
Financial Data (Unaudited)
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
(Dollars in thousands, except per share amounts)
$
333,967
$
245,522
$
257,719
$
269,691
$
65,321
$
39,662
$
50,986
$
56,045
$
10,586
$
(77,953
)
$
7,569
$
6,706
$
(38
)
$
$
28
$
(78
)
$
10,548
$
(77,953
)
$
7,597
$
6,628
$
0.27
$
(1.98
)
$
0.19
$
0.17
$
0.27
$
(1.98
)
$
0.19
$
0.17
$
0.27
$
(1.98
)
$
0.19
$
0.17
$
0.27
$
(1.98
)
$
0.19
$
0.17
$
329,672
$
284,758
$
293,440
$
322,087
$
68,360
$
36,852
$
53,842
$
59,684
$
15,257
$
(3,133
)
$
7,693
$
4,587
$
(330
)
$
(93
)
$
(807
)
$
(1,497
)
$
14,927
$
(3,226
)
$
6,886
$
3,090
$
0.37
$
(0.08
)
$
0.19
$
0.12
(0.01
)
(0.02
)
(0.04
)
$
0.37
$
(0.08
)
$
0.17
$
0.08
$
0.37
$
(0.08
)
$
0.19
$
0.12
(0.01
)
(0.02
)
(0.04
)
$
0.36
$
(0.08
)
$
0.17
$
0.08
(1)
During the second quarter of fiscal 2009, the Company recognized
a goodwill impairment charge of $94.4 million that included
impairments at the following reporting units: Broadband
Installation Services for $14.8 million, C-2 Utility
Contractors for $9.2 million, Ervin Cable Construction for
$15.7 million, Nichols
68
Table of Contents
Construction for $2.0 million, Stevens Communications for
$2.4 million and UtiliQuest for $50.5 million as a
result of an interim SFAS No. 142 valuation of
reporting units (see Note 7).
(2)
During the second and fourth quarters of fiscal 2008, the
Company incurred charges of approximately $7.6 million and
$0.6 million, respectively, for amounts expected to be paid
to current and former employees of its UtiliQuest, LLC, S.T.S.,
LLC and Locating, Inc. subsidiaries in connection with the
settlement of litigation (see Note 18.) During the fourth
quarter of fiscal 2008, the Company incurred goodwill impairment
charges of $5.9 million and $3.8 million related to
the Stevens Communications reporting unit and Nichols
Construction reporting unit, respectively, as a result of its
annual SFAS No. 142 valuation of reporting units.
Additionally, during the fourth quarter of fiscal 2008, the
Company incurred approximately $1.2 in discontinued operations
for the settlement of litigation at the Companys Apex
Digital, LLC subsidiary.
21.
Supplemental
Consolidating Financial Statements
69
Table of Contents
70
Table of Contents
71
Table of Contents
Non-
Subsidiary
Guarantor
Eliminations and
Dycom
Parent
Issuer
Guarantors
Subsidiaries
Reclassifications
Consolidated
(Dollars in thousands)
$
$
$
1,101,192
$
5,708
$
$
1,106,900
888,821
6,256
(192
)
894,885
24,045
493
65,855
8,339
98,732
2,703
60,301
2,463
(32
)
65,435
94,429
94,429
(30,014
)
(23
)
29,579
177
281
(3,266
)
470
1,138,985
17,235
57
1,153,481
35
225
1
261
(2,734
)
(11,874
)
(135
)
(14,743
)
(567
)
3,027
4,071
33
6,564
(9,317
)
(33,632
)
(11,493
)
(57
)
(54,499
)
(3,732
)
6,932
(4,605
)
(1,405
)
(5,585
)
(40,564
)
(6,888
)
(57
)
(53,094
)
(86
)
(86
)
(5,585
)
(40,650
)
(6,888
)
(57
)
(53,180
)
(53,180
)
(47,595
)
100,775
$
(53,180
)
$
(53,180
)
$
(40,650
)
$
(6,888
)
$
100,718
$
(53,180
)
72
Table of Contents
Non-
Subsidiary
Guarantor
Eliminations and
Dycom
Parent
Issuer
Guarantors
Subsidiaries
Reclassifications
Consolidated
(Dollars in thousands)
$
$
$
1,225,263
$
4,693
$
$
1,229,956
1,008,196
4,623
(1,600
)
1,011,219
25,899
228
69,172
3,644
(1
)
98,942
1,966
64,364
958
67,288
9,672
9,672
(27,996
)
25,079
812
2,105
(131
)
228
1,176,483
10,037
504
1,187,121
9
679
3
691
(201
)
(12,538
)
(357
)
(13,096
)
61
6,857
236
7,154
(12,766
)
55,959
(5,105
)
(504
)
37,584
(4,549
)
19,548
(1,819
)
13,180
(8,217
)
36,411
(3,286
)
(504
)
24,404
(2,726
)
(2,726
)
(8,217
)
33,685
(3,286
)
(504
)
21,678
21,678
29,895
(51,573
)
$
21,678
$
21,678
$
33,685
$
(3,286
)
$
(52,077
)
$
21,678
73
Table of Contents
Non-
Subsidiary
Guarantor
Eliminations and
Dycom
Parent
Issuer
Guarantors
Subsidiaries
Reclassifications
Consolidated
(Dollars in thousands)
$
$
$
1,132,565
$
5,247
$
$
1,137,812
911,051
4,502
(303
)
915,250
22,913
545
64,839
1,793
90,090
1,011
56,368
420
57,799
(17,528
)
14,976
2,157
395
6,396
545
1,047,234
8,872
92
1,063,139
7
959
966
(1,590
)
(12,510
)
(709
)
(14,809
)
(370
)
8,958
59
8,647
(8,349
)
(13,055
)
94,539
(3,566
)
(92
)
69,477
(3,278
)
(5,125
)
37,114
(1,400
)
(36
)
27,275
(5,071
)
(7,930
)
57,425
(2,166
)
(56
)
42,202
(318
)
(318
)
(5,071
)
(7,930
)
57,107
(2,166
)
(56
)
41,884
46,955
54,885
(101,840
)
$
41,884
$
46,955
$
57,107
$
(2,166
)
$
(101,896
)
$
41,884
74
Table of Contents
Non-
Subsidiary
Guarantor
Eliminations and
Dycom
Parent
Issuer
Guarantors
Subsidiaries
Reclassifications
Consolidated
(Dollars in thousands)
$
6,368
$
(8,093
)
$
131,922
$
(3,495
)
$
(66
)
$
126,636
(233
)
173
(60
)
(4,637
)
(18,583
)
(7,309
)
(30,529
)
5,182
21
5,203
(5,310
)
5,310
(4,870
)
(5,310
)
(13,228
)
(7,288
)
5,310
(25,386
)
30,000
30,000
(30,000
)
(2,337
)
(32,337
)
(11,292
)
(11,292
)
(1,837
)
(1,837
)
(2,915
)
(2,915
)
(247
)
(247
)
17
17
3,484
24,695
(33,343
)
10,408
(5,244
)
(1,498
)
13,403
(35,680
)
10,408
(5,244
)
(18,611
)
83,014
(375
)
82,639
21,568
500
22,068
$
$
$
104,582
$
125
$
$
104,707
(1)
During fiscal 2009, the Issuer made non-cash capital
contributions totaling $30.8 million to the subsidiary
guarantors.
75
Table of Contents
Non
Subsidiary
Guarantor
Eliminations and
Dycom
Parent
Issuer
Guarantors
Subsidiaries
Reclassifications
Consolidated
(Dollars in thousands)
$
(5,832
)
$
(5,447
)
$
115,408
$
664
$
(504
)
$
104,289
(361
)
71
(290
)
(6,647
)
(56,979
)
(8,445
)
(72,071
)
9,125
615
9,740
522
522
(7,008
)
(47,261
)
(7,830
)
(62,099
)
30,000
30,000
(40,000
)
(3,496
)
(43,496
)
(25,159
)
(25,159
)
479
479
(2,147
)
(2,147
)
1,339
1,339
48,328
5,447
(61,387
)
7,108
504
12,840
5,447
(64,883
)
7,108
504
(38,984
)
3,264
(58
)
3,206
18,304
558
18,862
$
$
$
21,568
$
500
$
$
22,068
(1)
During fiscal 2008, the Issuer made non-cash capital
contributions of $95.3 million and $1.8 million in the
Subsidiary Guarantors and a Non-Guarantor Subsidiary,
respectively.
76
Table of Contents
Non-
Subsidiary
Guarantor
Eliminations and
Dycom
Parent
Issuer
Guarantors
Subsidiaries
Reclassifications
Consolidated
(Dollars in thousands)
$
2,492
$
(7,564
)
$
117,154
$
(3,566
)
$
(55
)
$
108,461
(546
)
150
(396
)
(6,310
)
(68,896
)
(1,910
)
(77,116
)
2,149
12,636
14,785
(1,135
)
(60,710
)
(61,845
)
(5,842
)
(116,820
)
(1,910
)
(124,572
)
115,000
115,000
(105,000
)
(8,627
)
(113,627
)
382
382
(1,100
)
(1,100
)
7,050
7,050
(12,982
)
7,564
(652
)
6,015
55
3,350
7,564
(9,279
)
6,015
55
7,705
(8,945
)
539
(8,406
)
27,249
19
27,268
$
$
$
18,304
$
558
$
$
18,862
77
Table of Contents
78
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosures
Item 9A.
Controls
and Procedures
79
Table of Contents
80
Table of Contents
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships, Related Transactions and Director
Independence
Item 14.
Principal
Accounting Fees and Services
81
Table of Contents
Item 15.
Exhibits
and Financial Statement Schedules
Page
40
41
42
43
44
78
79
80
Exhibit
Number
3(i)
Restated Articles of Incorporation of Dycom Industries, Inc.
(incorporated by reference to Dycom Industries, Inc.s
Form 10-Q
filed with the SEC on June 11, 2002).
3(ii)
Amended and Restated By-laws of Dycom Industries, Inc., as
amended on February 24, 2009 (incorporated by reference to
Dycom Industries, Inc.s
Form 8-K,
filed with the SEC on March 2, 2009).
4
.2
Shareholder Rights Agreement, dated April 4, 2001, between
Dycom Industries, Inc. and the Rights Agent (which includes the
Form of Rights Certificate, as Exhibit A, the Summary of
Rights to Purchase Preferred Stock, as Exhibit B, and the
Form of Articles of Amendment to the Articles of Incorporation
for Series A Preferred Stock, as Exhibit C),
(incorporated by reference to Dycom Industries, Inc.s
Form 8-A
filed with the SEC on April 6, 2001).
4
.3
Stockholders Agreement, dated as of January 7, 2002,
among Dycom Industries, Inc., Troy Acquisition Corp., Arguss
Communications, Inc. and certain stockholders of Arguss
Communications, Inc. (incorporated by reference to Dycom
Industries, Inc.s Registration Statement on
Form S-4
(File
No. 333-81268),
filed with the SEC on January 23, 2002).
10
.1*
1998 Incentive Stock Option Plan (incorporated by reference to
Dycom Industries, Inc.s Definitive Proxy Statement filed
with the SEC on September 30, 1999).
10
.2*
1991 Incentive Stock Option Plan (incorporated by reference to
Dycom Industries, Inc.s Definitive Proxy Statement filed
with the SEC on November 5, 1991).
10
.3*
Amended and Restated 2002 Directors Restricted Stock Plan
(incorporated by reference to Dycom Industries, Inc.s
Form 8-K,
filed with the SEC on December 19, 2006).
10
.4*
2003 Long-Term Incentive Plan, amended and restated effective as
of October 1, 2008 (incorporated by reference to Dycom
Industries, Inc.s
Form 8-K,
filed with the SEC on October 30, 2008).
10
.5*
Restricted Stock Agreement between Steven E. Nielsen and Dycom
Industries, Inc. dated as of November 25, 2003
(incorporated by reference to Dycom Industries, Inc.s
Form 10-Q
filed with the SEC on March 9, 2004).
82
Table of Contents
Exhibit
Number
10
.6*
Restricted Stock Agreement between Timothy R. Estes and Dycom
Industries Inc. dated as of November 23, 2004 (incorporated
by reference to Dycom Industries, Inc.s
Form 10-Q
filed with the SEC on March 10, 2005).
10
.7*
Restricted Stock Agreement between Timothy R. Estes and Dycom
Industries Inc. dated as of January 3, 2005 (incorporated
by reference to Dycom Industries, Inc.s
Form 10-Q
filed with the SEC on March 10, 2005).
10
.8*
Employment Agreement for Richard B. Vilsoet dated as of
May 5, 2005 (incorporated by reference to Dycom Industries,
Inc.s
Form 10-K
filed with the SEC on September 9, 2005).
10
.9
Indenture dated as of October 11, 2005, between Dycom
Investments, Inc., Dycom Industries, Inc., certain subsidiaries
of Dycom Industries, Inc., as guarantors, and Wachovia Bank,
National Association, as trustee (incorporated by reference to
Dycom Industries, Inc.s
Form 8-K
filed with the SEC on October 25, 2005).
10
.10*
Form of Restricted Stock Award Agreement and Performance-Based
Restricted Stock Award Agreement for Richard L. Dunn, Richard B.
Vilsoet, and H. Andrew DeFerrari (incorporated by reference to
Dycom Industries, Inc.s
Form 8-K
filed with the SEC on December 20, 2005).
10
.11*
Employment Agreement for H. Andrew DeFerrari dated as of
July 14, 2004 (incorporated by reference to Dycom
Industries, Inc.s
Form 8-K
filed with the SEC on January 23, 2006).
10
.12*
Form of Performance-Based Restricted Stock Award Agreement for
Steven E. Nielsen and Timothy R. Estes (incorporated by
reference to Dycom Industries, Inc.s
Form 8-K
filed with the SEC on February 1, 2006).
10
.13*
Amendment to the Employment Agreement of H. Andrew DeFerrari
dated as of August 25, 2006 (incorporated by reference to
Dycom Industries, Inc.s
Form 8-K
filed with the SEC on August 31, 2006).
10
.14*
Form of Performance Share Unit Agreement for Steven E. Nielsen
and Timothy R. Estes (incorporated by reference to Dycom
Industries, Inc.s
Form 8-K
filed with the SEC on October 23, 2006).
10
.15*
Form of Directors Restricted Stock Unit Agreement (incorporated
by reference to Dycom Industries, Inc.s
Form 8-K
filed with the SEC on December 19, 2006).
10
.16*
2007 Non-Employee Directors Equity Plan (incorporated by
reference to Dycom Industries, Inc.s Definitive Proxy
Statement filed with the SEC on October 29, 2007).
10
.17*
Employment Agreement for Steven E. Nielsen dated as of
May 15, 2008 (incorporated by reference to Dycom
Industries, Inc.s
Form 8-K
filed with the SEC on May 21, 2008).
10
.18
Credit Agreement dated as of September 12, 2008 by and
among Dycom Industries, Inc. and Wachovia Bank, National
Association, as Administrative Agent for the Lenders and Bank of
America, N.A., as Syndication Agent (incorporated by reference
to Dycom Industries, Inc.s
Form 10-Q
filed with the SEC on November 26, 2008).
10
.19*
Employment Agreement for Timothy R. Estes dated as of
November 25, 2008 (incorporated by reference to Dycom
Industries, Inc.s
Form 8-K
filed with the SEC on December 2, 2008).
10
.20
First Amendment to the Credit Agreement dated as of
September 12, 2008 with Wachovia Bank, National
Association, as Administrative Agent, Bank of America, N.A., as
Syndication Agent, Branch Banking and Trust Company and RBS
Citizens, N.A., as Co-Documentation Agents and Wachovia Capital
Markets LLC and Bank of America Securities, LLC, as joint lead
arrangers and joint book runners, and certain other lenders from
time to time party thereto (incorporated by reference to Dycom
Industries, Inc.s
Form 8-K
filed with the SEC on April 15, 2009).
10
.21
2009 Annual Incentive Plan (incorporated by reference to Dycom
Industries, Inc.s Definitive Proxy Statement filed with
the SEC on October 30, 2008).
10
.22*+
Form of Indemnification Agreement for directors and executive
officers of Dycom Industries, Inc.
21
.1+
Principal subsidiaries of Dycom Industries, Inc.
23
.1+
Consent of Independent Registered Public Accounting Firm.
31
.1+
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a)/15d-14(a)
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Table of Contents
Exhibit
Number
31
.2+
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a)/15d-14(a)
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32
.1+
Certification of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32
.2+
Certification of Chief Financial Officer Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
*
Indicates a management contract or compensatory plan or
arrangement.
+
Filed herewith
Table of Contents
Chairman of the Board of Directors
September 3, 2009
Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
September 3, 2009
Director
September 3, 2009
Director
September 3, 2009
Director
September 3, 2009
Director
September 3, 2009
Director
September 3, 2009
Director
September 3, 2009
85
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Dycom Industries, Inc.
11770 U.S. Highway 1, Suite 101 Palm Beach Gardens, Florida 33408 Attention: General Counsel If to Indemnitee: |
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DYCOM INDUSTRIES, INC.
|
||||
By /s/ | ||||
Name: | ||||
Title: | ||||
INDEMNITEE
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By /s/ | ||||
Name: | ||||
Title: | ||||
20
Subsidiary | Jurisdiction | |
|
||
Ansco & Associates, LLC
|
Delaware | |
Broadband Express, LLC
|
Delaware | |
C-2 Utility Contractors of California, Inc.
|
Delaware | |
C-2 Utility Contractors, LLC
|
Delaware | |
Cable Connectors, LLC
|
Delaware | |
CableCom of California, Inc.
|
Delaware | |
CableCom, LLC
|
Delaware | |
Can-Am Communications, Inc.
|
Delaware | |
Cavo Broadband Communications, LLC
|
Delaware | |
CertusView Technologies, LLC
|
Delaware | |
Communications Construction Group of California, Inc.
|
Delaware | |
Communications Construction Group, LLC
|
Delaware | |
Dycom Capital Management, Inc.
|
Delaware | |
Dycom Corporate Identity, Inc.
|
Delaware | |
Dycom Identity, LLC
|
Delaware | |
Dycom Investments, Inc.
|
Delaware | |
Ervin Cable Construction, LLC
|
Delaware | |
Globe Communications, LLC
|
North Carolina | |
Installation Technicians, LLC
|
Florida | |
Ivy H. Smith Company, LLC
|
Delaware | |
Lamberts Cable Splicing Company, LLC
|
Delaware | |
Locating, Inc.
|
Washington | |
Midtown Express, LLC
|
Delaware | |
Nichols Construction, LLC
|
Delaware | |
Niels Fugal Sons Company of California, Inc.
|
Delaware | |
Niels Fugal Sons Company, LLC
|
Delaware | |
Point to Point Communications, Inc.
|
Louisiana | |
Precision Valley Communications of Vermont, LLC
|
Delaware | |
Prince Telecom, LLC
|
Delaware | |
RJE Telecom of California, Inc.
|
Delaware | |
RJE Telecom, LLC
|
Delaware | |
S.T.S., LLC
|
Tennessee | |
Star Construction, LLC
|
Delaware | |
Stevens Communications, LLC
|
Delaware | |
TCS Communications, LLC
|
Delaware | |
Tesinc of California, Inc.
|
Delaware | |
Tesinc, LLC
|
Delaware | |
Triple-D Communications, LLC
|
Delaware | |
UGTI
|
California | |
UtiliQuest, LLC
|
Georgia | |
White Mountain Cable Construction, LLC
|
Delaware |
1. | I have reviewed this Annual 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ Steven E. Nielsen | ||||
Steven E. Nielsen | ||||
President and Chief Executive Officer |
1. | I have reviewed this Annual 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/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) 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. |
/s/ Steven E. Nielsen | ||||
Steven E. Nielsen | ||||
President and Chief Executive Officer | ||||
1. | The Report fully complies with the requirements of Section 13(a) 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. |
/s/ H. Andrew DeFerrari | ||||
H. Andrew DeFerrari | ||||
Senior Vice President and Chief Financial Officer | ||||