form10-q.htm



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q


(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended April 24, 2010

[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________ to ________

 
Commission File Number 001-10613

 
DYCOM INDUSTRIES, INC.
 
(Exact name of registrant as specified in its charter)

Florida
 
59-1277135
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
11770 US Highway 1, Suite 101, Palm Beach Gardens, Florida
 
33408
(Address of principal executive offices)
 
(Zip Code)

 
(561) 627-7171
 
 
(Registrant’s telephone number, including area code)
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer [ ]     Accelerated filer [X]      Non-accelerated filer [ ]      Smaller reporting company [ ]
 
(Do not check if a smaller reporting company)

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes [ ] No [X]

 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common stock
 
Outstanding shares May 27, 2010
 
Common stock, par value of $0.33 1/3
  38,655,909  






Dycom Industries, Inc.

Table of Contents
     
 
PART I – FINANCIAL INFORMATION
 
3
     
27
     
40
     
40
     
 
PART II – OTHER INFORMATION
 
     
41
     
41
     
41
     
42
     
 
43
   EX-31.1
   
   EX-31.2
   
   EX-32.1
   
   EX-32.2
   


2


PART I - FINANCIAL INFORMATION
 
             
Item 1.  Financial Statements
           
             
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
   
             
   
April 24,
   
July 25,
 
   
2010
   
2009
 
   
(Dollars in thousands)
 
ASSETS
           
CURRENT ASSETS:
           
Cash and equivalents
  $ 116,155     $ 104,707  
Accounts receivable, net
    96,773       116,968  
Costs and estimated earnings in excess of billings
    59,867       67,111  
Deferred tax assets, net
    14,033       15,779  
Income taxes receivable
    8,213       7,016  
Inventories
    13,091       8,303  
Other current assets
    11,212       7,323  
     Total current assets
    319,344       327,207  
                 
Property and equipment, net
    137,740       142,132  
Goodwill
    157,851       157,851  
Intangible assets, net
    51,309       56,056  
Other
    10,339       10,211  
     Total non-current assets
    357,239       366,250  
     TOTAL
  $ 676,583     $ 693,457  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
Accounts payable
  $ 28,003     $ 28,977  
Current portion of debt
    150       926  
Billings in excess of costs and estimated earnings
    582       151  
Accrued insurance claims
    26,919       27,386  
Other accrued liabilities
    42,095       52,590  
     Total current liabilities
    97,749       110,030  
                 
LONG-TERM DEBT
    135,350       135,377  
ACCRUED INSURANCE CLAIMS
    26,957       29,759  
DEFERRED TAX LIABILITIES, net non-current
    23,786       22,910  
OTHER LIABILITIES
    3,650       4,758  
     Total liabilities
    287,492       302,834  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
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: 38,653,756 and 38,998,513
               
       issued and outstanding, respectively
    12,885       12,999  
Additional paid-in capital
    169,345       172,112  
Accumulated other comprehensive income
    211       69  
Retained earnings
    206,650       205,443  
     Total stockholders' equity
    389,091       390,623  
     TOTAL
  $ 676,583     $ 693,457  
                 
See notes to the condensed consolidated financial statements.
 

 

3


 DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
             
   
For the Three Months Ended
 
   
April 24, 2010
   
April 25, 2009
 
   
(Dollars in thousands, except per share amounts)
 
             
REVENUES:
           
Contract revenues
  $ 231,636     $ 257,719  
                 
EXPENSES:
               
Costs of earned revenues, excluding depreciation and amortization
    191,333       206,733  
General and administrative  (including stock-based compensation
               
  expense of $0.8 and $0.9 million, respectively)
    24,297       24,276  
Depreciation and amortization
    15,852       16,163  
Total
    231,482       247,172  
                 
Interest income
    27       60  
Interest expense
    (3,386 )     (3,162 )
Other income, net
    4,451       3,566  
                 
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
    1,246       11,011  
                 
PROVISION (BENEFIT) FOR INCOME TAXES:
               
                 
    Current
    7       (2,132 )
    Deferred
    (409 )     5,574  
                 
Total
    (402 )     3,442  
                 
INCOME FROM CONTINUING OPERATIONS
    1,648       7,569  
 
               
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX
    -       28  
 
               
NET INCOME
  $ 1,648     $ 7,597  
                 
EARNINGS PER COMMON SHARE - BASIC:
               
                 
Income from continuing operations
  $ 0.04     $ 0.19  
Income from discontinued operations
    -       -  
Net income
  $ 0.04     $ 0.19  
                 
EARNINGS PER COMMON SHARE - DILUTED:
               
                 
Income from continuing operations
  $ 0.04     $ 0.19  
Income from discontinued operations
    -       -  
Net income
  $ 0.04     $ 0.19  
                 
SHARES USED IN COMPUTING EARNINGS PER COMMON SHARE:
         
    Basic
    39,021,043       39,330,308  
                 
    Diluted
    39,054,443       39,346,102  
                 
                 
See notes to the condensed consolidated financial statements.


4


DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
             
   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
 
   
(Dollars in thousands, except per share amounts)
 
             
REVENUES:
           
Contract revenues
  $ 707,082     $ 837,209  
                 
EXPENSES:
               
Costs of earned revenues, excluding depreciation and amortization
    582,241       681,239  
General and administrative  (including stock-based compensation
               
  expense of $2.5 and $2.8 million, respectively)
    71,698       73,350  
Depreciation and amortization
    46,558       49,592  
Goodwill impairment charge
    -       94,429  
Total
    700,497       898,610  
                 
Interest income
    85       234  
Interest expense
    (10,470 )     (11,313 )
Other income, net
    6,459       5,799  
                 
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
    2,659       (66,681 )
                 
PROVISION (BENEFIT) FOR INCOME TAXES:
               
                 
    Current
    (566 )     (379 )
    Deferred
    2,019       (6,503 )
                 
Total
    1,453       (6,882 )
                 
INCOME (LOSS) FROM CONTINUING OPERATIONS
    1,206       (59,799 )
 
               
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX
    -       (9 )
 
               
NET INCOME (LOSS)
  $ 1,206     $ (59,808 )
                 
EARNINGS (LOSS) PER COMMON SHARE - BASIC
               
                 
Income (loss) from continuing operations
  $ 0.03     $ (1.52 )
Loss from discontinued operations
    -       -  
Net income (loss)
  $ 0.03     $ (1.52 )
                 
EARNINGS (LOSS) PER COMMON SHARE - BASIC
               
                 
Income (loss) from continuing operations
  $ 0.03     $ (1.52 )
Loss from discontinued operations
    -       -  
Net income (loss)
  $ 0.03     $ (1.52 )
                 
SHARES USED IN COMPUTING EARNINGS (LOSS) PER COMMON SHARE:
         
                 
    Basic
    39,028,637       39,343,834  
                 
    Diluted
    39,102,612       39,343,834  
                 
See notes to the condensed consolidated financial statements.

5


 
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
   
   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
 
   
(Dollars in thousands)
 
OPERATING ACTIVITIES:
           
Net income (loss)
  $ 1,206     $ (59,808 )
Adjustments to reconcile net loss to net cash inflow from operating activities:
               
Depreciation and amortization
    46,558       49,592  
Bad debt expense, net
    62       200  
Gain on sale of fixed assets, net
    (6,143 )     (3,306 )
Gain on extinguishment of debt, net
    -       (3,027 )
Write-off of deferred financing costs
    -       551  
Deferred income tax provision (benefit)
    2,019       (5,972 )
Stock-based compensation
    2,488       2,775  
Amortization of debt issuance costs
    791       727  
Goodwill impairment charge
    -       94,429  
Excess tax benefit from share-based awards
    (69 )     -  
Change in operating assets and liabilities:
               
Accounts receivable, net
    18,782       37,978  
Costs and estimated earnings in excess of billings, net
    7,675       30,445  
Other current assets and inventory
    (6,895 )     (3,049 )
Other assets
    (960 )     826  
Income taxes receivable
    (1,380 )     (6,468 )
Accounts payable
    (1,212 )     (5,465 )
Accrued liabilities and insurance claims
    (14,240 )     (34,300 )
Net cash provided by operating activities
    48,682       96,128  
                 
INVESTING ACTIVITIES:
               
Changes in restricted cash
    -       (61 )
Capital expenditures
    (38,222 )     (25,625 )
Proceeds from sale of assets
    6,571       4,349  
Net cash used in investing activities
    (31,651 )     (21,337 )
                 
FINANCING ACTIVITIES:
               
            Proceeds from long-term debt
    -       30,000  
Principal payments on long-term debt
    (920 )     (31,824 )
Purchase of senior subordinated notes
    -       (11,292 )
            Debt issuance costs
    -       (1,837 )
Repurchases of common stock
    (4,489 )     (2,915 )
Restricted stock tax withholdings
    (273 )     (246 )
    Exercise of stock options and other
    30       17  
    Excess tax benefit from share based awards
    69       -  
Net cash used in financing activities
    (5,583 )     (18,097 )
                 
Net increase in cash and equivalents
    11,448       56,694  
                 
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
    104,707       22,068  
                 
CASH AND EQUIVALENTS AT END OF PERIOD
  $ 116,155     $ 78,762  
SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW ACTIVITIES
               
AND NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
                 
Cash paid during the period for:
               
Interest
  $ 12,570     $ 14,021  
Income taxes
  $ 5,788     $ 6,885  
Purchases of capital assets included in accounts payable or other accrued liabilities at period end
  $ 3,818     $ 272  
                 
See notes to the condensed consolidated financial statements.
 
 
6


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Accounting Policies

Basis of Presentation – Dycom Industries, Inc. (“Dycom” or the “Company”) is a leading provider of specialty contracting services. These services are provided throughout the United States and include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others. Additionally, Dycom provides services on a limited basis in Canada.

The condensed consolidated financial statements include the results of Dycom and its subsidiaries, all of which are wholly-owned.  All intercompany accounts and transactions have been eliminated and the financial statements reflect all adjustments, consisting of only normal recurring accruals which are, in the opinion of management, necessary for a fair presentation of such statements. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  However, the financial statements do not include all of the financial information and footnotes required by GAAP for complete financial statements.  Additionally, the results of operations for the three and nine months ended April 24, 2010 are not necessarily indicative of the results that may be expected for the entire year.  These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended July 25, 2009 included in the Company’s 2009 Annual Report on Form 10-K, filed with the SEC on September 3, 2009.

Accounting Period – The Company uses a fiscal year ending on the last Saturday in July. Fiscal 2009 consisted of 52 weeks and fiscal 2010 will consist of 53 weeks, with the fourth quarter having 14 weeks of operations.

Discontinued Operations – During fiscal 2007, a wholly-owned subsidiary of the Company, Apex Digital, LLC (“Apex”) notified its primary customer of its intention to cease performing installation services in accordance with its contractual rights. Effective December 2006, this customer, a satellite broadcast provider, transitioned its installation service requirements to others and Apex ceased providing these services. As a result, the Company discontinued the operations of Apex.  The results of Apex were not material in fiscal 2009 or 2010.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. For the Company, key estimates include: recognition of revenue for costs and estimated earnings in excess of billings, the fair value of goodwill, intangibles and other long-lived assets, income taxes, accrued insurance claims, asset lives used in computing depreciation and amortization, allowance for doubtful accounts, stock-based compensation expense for performance-based stock awards, and accruals for contingencies, including legal matters. At the time they are made, the Company believes that such estimates are fair when considered in conjunction with the condensed consolidated financial position and results of operations taken as a whole. However, actual results could differ from those estimates and such differences may be material to the financial statements.

Restricted Cash — As of April 24, 2010 and July 25, 2009, the Company had approximately $4.9 million in restricted cash,  which is held as collateral in support of the Company’s insurance obligations.  Restricted cash is included in other current assets and other assets in the condensed consolidated balance sheets and changes in restricted cash are reported in cash flows used in investing activities in the condensed consolidated statements of cash flows.

Comprehensive Income (Loss) – During the three and nine months ended April 24, 2010 and April 25, 2009, the Company did not have any material changes in its equity resulting from non-owner sources.  Accordingly, comprehensive income (loss) approximated the net income (loss) amounts presented for the respective period’s operations.

Fair Value of Financial Instruments — Accounting Standard Codification (“ASC”) Topic 825 requires certain disclosures regarding the fair value of financial instruments. The Company’s financial instruments consist primarily of cash and equivalents, restricted cash, accounts receivable, income taxes receivable and payable, accounts payable and accrued expenses, and long-term debt. The carrying amounts of these instruments approximate their fair value due to the short maturity of these items, except for the Company’s 8.125% senior subordinated notes due October 2015 (the “Notes”). The Company determined that the fair value of the Notes at April 24, 2010 was $131.6 million based on quoted market prices compared to a carrying value of $135.35 million.

7



Segment Information — The Company operates in one reportable segment as a specialty contractor, providing engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others. All of the Company’s operating segments have been aggregated into one reporting segment due to their similar economic characteristics, products and production methods, and distribution methods. The Company’s services are provided by its various subsidiaries throughout the United States and, on a limited basis, in Canada. One of the Company’s operating segments earned revenues from contracts in Canada of approximately $1.5 million and $5.0 million during the three and nine months ended April 24, 2010, respectively, and $0.7 million and $2.6 million during the three and nine months ended April 25, 2009, respectively. The Company had no material long-lived assets in the Canadian operations at April 24, 2010 or July 25, 2009.

Recently Issued Accounting Pronouncements – ASC Topic 860, “Accounting for Transfers of Financial Assets” (“ASC Topic 860”), eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s interest in transferred financial assets. This pronouncement is effective for the Company in fiscal 2011. The adoption of ASC Topic 860 is not expected to have a material effect on the Company’s condensed consolidated financial statements.

ASC Topic 810, “Amendments to FASB Interpretation: Consolidation of Variable Interest Entities” (“ASC Topic 810”), requires an analysis to determine whether a variable interest gives an enterprise a controlling financial interest in a variable interest entity.  This pronouncement requires an ongoing reassessment of whether an enterprise is the primary beneficiary of a variable interest entity.  This pronouncement is effective for the Company in fiscal 2011.  The adoption of ASC Topic 810 is not expected to have a material effect on the Company’s condensed consolidated financial statements.

ASC Topic 855, “Subsequent Events” (“ASC Topic 855”), establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the date the financial statements are issued or available to be issued. ASC Topic 855 requires companies to reflect in their financial statements the effects of subsequent events that provide additional evidence about conditions at the balance sheet date. In February 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-09 – “Subsequent Events (Topic 855) — Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”). ASU 2010-09 provides amendments which clarify that SEC filers are not required to disclose the date through which subsequent events have been evaluated. The adoption of this guidance had no impact on the Company’s condensed consolidated financial statements.

In April 2010, FASB issued Accounting Standards Update No. 2010-12, “Income Taxes (Topic 740) – Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts,” (“ASU 2010-12”). ASU 2010-12 addresses changes in accounting for income taxes resulting from the recently issued Health Care and Education Reconciliation Act of 2010 and the Patient Protection and Affordable Care Act. The adoption of this guidance is not expected to have a material effect on the Company’s condensed consolidated financial statements.

2. Computation of Earnings (Loss) Per Common Share

FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“ASC Topic 260”) addresses whether unvested share-based payment awards with rights to receive dividends or dividend equivalents should be considered as participating securities for the purposes of applying the two-class method of calculating earnings (loss) per share.  Unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings (loss) per share.  The Company adopted this standard in the first quarter of fiscal 2010 and the adoption did not change the Company’s earnings (loss) per share calculation for any prior period presented.


8


Basic earnings (loss) per common share is computed based on the weighted average number of shares outstanding during the period, excluding unvested restricted shares and restricted share units. Diluted earnings per common share includes the weighted average common shares outstanding for the period plus dilutive potential common shares, including unvested time vesting and certain performance vesting restricted shares and restricted share units. Performance vesting restricted shares and restricted share units are only included in diluted earnings (loss) per common share calculations for the period if all the necessary performance conditions are satisfied and their impact is not anti-dilutive.  Common stock equivalents related to stock options are excluded from diluted earnings (loss) per common share calculations if their effect would be anti-dilutive. For the nine months ended April 25, 2009, all common stock equivalents related to stock options and unvested restricted shares and restricted share units were excluded from the diluted loss per share calculation as their effect would be anti-dilutive due to the Company’s net loss for the period. The following is a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per common share computation as required by ASC Topic 260.


   
For the Three Months Ended
   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
   
April 24, 2010
   
April 25, 2009
 
   
(Dollars in thousands, except per share amounts)
 
Numerator:
                       
Income (loss) from continuing operations
  $ 1,648     $ 7,569     $ 1,206     $ (59,799 )
Income (loss) from discontinued operations, net of tax
    -       28       -       (9 )
Net income (loss)
  $ 1,648     $ 7,597     $ 1,206     $ (59,808 )
                                 
Denominator:
                               
Basic
                               
   Weighted-average number of common shares - Basic
    39,021,043       39,330,308       39,028,637       39,343,834  
Diluted
                               
   Weighted-average number of common shares - Basic
    39,021,043       39,330,308       39,028,637       39,343,834  
Potential common stock arising from stock options, unvested restricted shares and unvested restricted share units
    33,400       15,794       73,975       -  
Weighted-average number of common shares - Diluted
    39,054,443       39,346,102       39,102,612       39,343,834  
                                 
Antidilutive weighted shares excluded from the calculation of earnings (loss) per common share
    3,618,970       2,989,302       2,547,418       3,115,085  
                                 
EARNINGS (LOSS) PER COMMON SHARE - BASIC:
                               
                                 
Income (loss) from continuing operations
  $ 0.04     $ 0.19     $ 0.03     $ (1.52 )
Income (loss) from discontinued operations, net of tax
    -       -       -       -  
Net income (loss)
  $ 0.04     $ 0.19     $ 0.03     $ (1.52 )
                                 
                                 
EARNINGS (LOSS) PER COMMON SHARE - DILUTED:
                               
                                 
Income (loss) from continuing operations
  $ 0.04     $ 0.19     $ 0.03     $ (1.52 )
Income (loss) from discontinued operations, net of tax
    -       -       -       -  
Net income (loss)
  $ 0.04     $ 0.19     $ 0.03     $ (1.52 )



9


3. Accounts Receivable

Accounts receivable consists of the following:


   
April 24,
2010
   
July 25,
2009
 
   
(Dollars in thousands)
 
Contract billings
  $ 96,176     $ 113,275  
Retainage and other receivables
    1,179       4,501  
Total
    97,355       117,776  
Less: allowance for doubtful accounts
    582       808  
Accounts receivable, net
  $ 96,773     $ 116,968  



The allowance for doubtful accounts changed as follows:


   
For the Three Months Ended
   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
   
April 24, 2010
   
April 25, 2009
 
         
(Dollars in thousands)
       
Allowance for doubtful accounts at beginning of period
  $ 605     $ 601     $ 808     $ 769  
Bad debt expense, net
    68       177       62       200  
Amounts credited to (charged against) the allowance
    (91 )     2       (288 )     (189 )
Allowance for doubtful accounts at end of period
  $ 582     $ 780     $ 582     $ 780  


As of April 24, 2010, the Company expected to collect all retainage balances above within the next twelve months.


4. Costs and Estimated Earnings on Contracts in Excess of Billings

Costs and estimated earnings in excess of billings, net, consists of the following:


   
April 24,
2010
   
July 25,
2009
 
   
(Dollars in thousands)
 
Costs incurred on contracts in progress
  $ 48,590     $ 53,823  
Estimated to date earnings
    11,277       13,288  
Total costs and estimated earnings
    59,867       67,111  
Less: billings to date
    582       151  
    $ 59,285     $ 66,960  
                 
Included in the accompanying consolidated balance sheets under the captions:
               
Costs and estimated earnings in excess of billings
  $ 59,867     $ 67,111  
Billings in excess of costs and estimated earnings
    (582 )     (151 )
    $ 59,285     $ 66,960  


The above amounts include revenue for services from contracts based both on the units of delivery and the cost-to-cost measures of the percentage of completion method.


10


5. Property and Equipment

Property and equipment, including amounts for assets subject to capital leases, consists of the following:


   
April 24,
2010
   
July 25,
2009
 
   
(Dollars in thousands)
 
Land
  $ 3,165     $ 2,974  
Buildings
    11,630       9,875  
Leasehold improvements
    4,518       4,361  
Vehicles
    199,249       199,372  
Computer hardware and software
    51,801       42,323  
Office furniture and equipment
    5,487       5,030  
Equipment and machinery
    120,686       123,709  
Total
    396,536       387,644  
Less: accumulated depreciation
    258,796       245,512  
Property and equipment, net
  $ 137,740     $ 142,132  



Depreciation expense and repairs and maintenance, including amounts for assets subject to capital leases, were as follows:


   
For the Three Months Ended
   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
   
April 24, 2010
   
April 25, 2009
 
         
(Dollars in thousands)
       
Depreciation expense
  $ 14,286     $ 14,523     $ 41,812     $ 44,427  
Repairs and maintenance expense
  $ 3,375     $ 3,828     $ 10,743     $ 12,143  



6. Goodwill and Intangible Assets

The Company’s goodwill and intangible assets consist of the following:


   
Useful Life
     April 24,      July 25,  
   
In Years
   
2010
   
2009
 
         
(Dollars in thousands)
 
                   
 Goodwill
    N/A     $ 157,851     $ 157,851  
                         
 Intangible Assets:
                       
 Carrying amount:
                       
 UtiliQuest tradename
 
Indefinite
      4,700       4,700  
 Tradenames
    4-15       2,600       2,925  
 Customer relationships
    5-15       77,555       77,555  
              84,855       85,180  
 Accumulated amortization:
                       
 Tradenames
            703       897  
 Customer relationships
            32,843       28,227  
              33,546       29,124  
 Net Intangible Assets
          $ 51,309     $ 56,056  


For finite-lived intangible assets, amortization expense for each of the three months ended April 24, 2010 and April 25, 2009 was $1.6 million.  For finite-lived intangible assets, amortization expense for the nine months ended April 24, 2010 and April 25, 2009 was $4.7 million and $5.2 million, respectively.  Amortization of the Company’s customer relationships is recognized on an accelerated

11


basis related to the expected economic benefit of the intangible asset, while amortization of other finite-lived intangibles is recognized on a straight-line basis over the estimated useful life.

The Company’s goodwill resides in multiple reporting units. The profitability of individual reporting units may periodically suffer from downturns in customer demand and other factors resulting from the cyclical nature of the Company’s business, the high level of competition existing within the Company’s industry, the concentration of the Company’s revenues within a limited number of customers, and the level of overall economic activity. During times of economic slowdown, the Company’s customers may reduce their capital expenditures and defer or cancel pending projects. Individual reporting units may be relatively more impacted by these factors than the Company as a whole. As a result, demand for the services of one or more of the Company’s reporting units could decline resulting in an impairment of goodwill or intangible assets.

During the second quarter of fiscal 2009, the Company’s market capitalization was significantly impacted by the extreme volatility in the U.S. equity and credit markets and was below the book value of shareholders’ equity by a substantial margin. As a result, the Company evaluated whether the decrease in its market capitalization reflected factors that would more likely than not reduce the fair value of the Company’s reporting units below their carrying value. Based on a combination of factors, including the economic environment, the sustained period of decline in the Company’s market capitalization, and the implied valuation and discount rate assumptions in the Company’s industry, the Company concluded there were sufficient indicators to perform an interim impairment test of the reporting units and related intangible assets as of January 24, 2009.  As a result of this impairment test, the Company recognized a preliminary goodwill impairment charge of $94.4 million during the second quarter of fiscal 2009. The Company’s interim impairment analysis was finalized during the third quarter of fiscal 2009 and no further charges were incurred. The Company performed its annual impairment test in the fourth quarter of fiscal 2009 and there was no impairment of goodwill or indefinite-lived intangible assets. However, the estimated fair value of the Prince Telecom (“Prince”) reporting unit exceeded its carrying value by a margin of less than 25%. There were also smaller margins of fair value over carrying value for the Broadband Installation Services, Ervin Cable Construction (“Ervin”), and UtiliQuest reporting units, as their carrying values were written down to their estimated fair values during fiscal 2009. Prince, Broadband Installation Services, Ervin Cable Construction (“Ervin”), and UtiliQuest have remaining goodwill balances of $39.7 million, $19.7 million, $7.4 million, and $35.6 million, respectively, as of April 24, 2010.

Except for the goodwill impairment charges described above, none of the Company’s reporting units with remaining goodwill balances incurred material losses in fiscal 2009 or 2010. The estimates and assumptions used in assessing the fair value of the Company’s reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties. Changes in the Company’s judgments and estimates could result in a significantly different estimate of the fair value of the reporting units and could result in impairments of goodwill or intangible assets at additional reporting units. A change in the estimated discount rate used would have impacted the amount of the goodwill impairment charges recorded during fiscal 2009. Additionally, continued adverse conditions in the economy and future volatility in the equity and credit markets could further impact the valuation of the Company’s reporting units. The Company can provide no assurances that, if such conditions continue, they will not trigger additional impairments of goodwill and other intangible assets in future periods.

As of April 24, 2010, the Company believes the carrying value of its goodwill and other indefinite-lived intangible asset is recoverable; however, there can be no assurances that they will not be impaired in future periods. Certain of the Company’s reporting units also have other intangible assets including tradenames and customer relationship intangibles. As of April 24, 2010, management believes that the carrying amounts of the intangible assets are recoverable.


7. Accrued Insurance Claims

The Company retains the risk of loss, up to certain limits, for claims relating to automobile liability, general liability (including locate damages), workers’ compensation, and employee group health. With regard to losses occurring in fiscal 2010, the Company has retained the risk of loss up to $1.0 million on a per occurrence basis for automobile liability, general liability and workers’ compensation. These retention amounts are applicable to all of the states in which the Company operates, except with respect to workers’ compensation insurance in three states in which the Company participates in a state sponsored insurance fund. Aggregate stop loss coverage for automobile liability, general liability and workers’ compensation claims is $43.8 million for fiscal 2010. For losses under the Company’s employee health plan occurring during fiscal 2010, the Company has retained the risk of loss, on an annual basis, of $250,000 per participant.


12


Accrued insurance claims consist of the following:


   
April 24,
2010
   
July 25,
2009
 
   
(Dollars in thousands)
 
Amounts expected to be paid within one year:
           
Accrued auto, general liability and workers' compensation
  $ 16,138     $ 15,559  
Accrued employee group health
    3,700       3,698  
Accrued damage claims
    7,081       8,129  
      26,919       27,386  
Amounts expected to be paid beyond one year:
               
Accrued auto, general liability and workers' compensation
    22,153       23,866  
Accrued damage claims
    4,804       5,893  
      26,957       29,759  
Total accrued insurance claims
  $ 53,876     $ 57,145  


8.  Other Accrued Liabilities

Other accrued liabilities consist of the following:


   
April 24,
2010
   
July 25,
2009
 
   
(Dollars in thousands)
 
Accrued payroll and related taxes
  $ 18,422     $ 22,041  
Accrued employee benefit and incentive plan costs
    3,837       7,195  
Accrued construction costs
    8,658       8,083  
Accrued interest and related bank fees
    459       3,228  
Other
    10,719       12,043  
Total other accrued liabilities
  $ 42,095     $ 52,590  


9. Debt

The Company’s outstanding indebtedness consists of the following:


   
April 24,
2010
   
July 25,
2009
 
   
(Dollars in thousands)
 
Senior subordinated notes
  $ 135,350     $ 135,350  
Capital leases
    150       953  
      135,500       136,303  
Less: current portion
    150       926  
Long-term debt
  $ 135,350     $ 135,377  


During the first quarter of fiscal 2009, the Company entered into a three-year $195.0 million revolving Credit Agreement (the “Credit Agreement”) with a syndicate of banks.  The Credit Agreement was subsequently amended to add an additional bank to the syndicate of banks and increase the maximum borrowing available under the Credit Agreement from $195.0 million to $210.0 million. The Credit Agreement has an expiration date of September 12, 2011 and includes a sublimit of $100.0 million for the issuance of letters of credit. Subject to certain conditions, the Credit Agreement provides for two one-year extensions and, after giving affect to the amendment, also provides the ability to borrow an incremental $85.0 million.


13


Borrowings under the Credit Agreement bear interest, at the Company’s option, at either (a) the administrative agent’s base rate, described in the Credit Agreement as the higher of the administrative agent’s prime rate or the federal funds rate plus 0.50%, or (b) LIBOR (a publicly published rate) plus, in either instance, a spread determined by the Company’s condensed consolidated leverage ratio.  Since the Credit Agreement has been in place, the spread above the administrative agent’s base rate ranged from 0.75% to 1.00% and the spread above LIBOR ranged from 1.75% to 2.00%. The Credit Agreement requires the payment of fees for outstanding letters of credit and unutilized commitments, in each case based on the Company’s consolidated leverage ratio. Since inception of the Credit Agreement, fees for outstanding letters of credit ranged from 1.875% to 2.125% per annum and fees for unutilized commitments ranged from 0.625% to 0.75% per annum. The payments under the Credit Agreement are guaranteed by certain subsidiaries and secured by a pledge of (i) 100% of the equity of the Company’s material domestic subsidiaries, as defined, and (ii) 100% of the non-voting equity and 65% of the voting equity of first tier material foreign subsidiaries, if any, in each case excluding certain unrestricted subsidiaries.

The Credit Agreement contains certain affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, disposition of assets, sale-leaseback transactions and transactions with affiliates. It also contains financial covenants which require the Company to (i) maintain a leverage ratio of not greater than 3.00 to 1.00, as measured at the end of each fiscal quarter, (ii) maintain an interest coverage ratio of not less than 2.75 to 1.00, as measured at the end of each fiscal quarter and (iii) maintain condensed consolidated total tangible net worth, as measured at the end of each fiscal quarter, of not less than $50.0 million plus (A) 50% of condensed consolidated net income (if positive) from September 12, 2008 to the date of computation plus (B) 75% of equity issuances made from September 12, 2008 to the date of computation.

As of April 24, 2010, the Company had no outstanding borrowings and $43.9 million of outstanding letters of credit issued under the Credit Agreement. The outstanding letters of credit are issued as part of the Company’s insurance program. At April 24, 2010, the Company was in compliance with the financial covenants and had additional borrowing availability of $131.4 million as determined by the most restrictive covenants of the Credit Agreement.

In October 2005, Dycom Investments, Inc., a wholly-owned subsidiary of the Company, issued $150.0 million in aggregate principal amount of 8.125% senior subordinated notes due October 2015 (“Notes”). Interest on the Notes is due on April 15th and October 15th of each year. The Company purchased $14.65 million principal amount of the Notes during fiscal 2009 for $11.3 million. As of April 24, 2010, the principal amount outstanding under the Notes was $135.35 million. The indenture governing the Notes contains covenants that restrict the Company’s ability to, among other things:

·      make certain payments, including the payment of dividends;
 
·      redeem or repurchase our capital stock;
 
·      incur additional indebtedness and issue preferred stock;
 
·      make investments or create liens;
 
·      enter into sale and leaseback transactions;
 
·      merge or consolidate with another entity;
 
·      sell certain assets; and
 
·      enter into transactions with affiliates.


14


10. Income Taxes

The Company accounts for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Prior to fiscal 2009, the Company incurred non-cash impairment charges on an investment for financial statement purposes and recorded a deferred tax asset reflecting the tax benefits of those impairment charges.  During the first quarter of fiscal 2010, the investment became impaired for tax purposes and the Company determined that it was more likely than not that the associated tax benefit would not be realized prior to its eventual expiration.   Accordingly, the Company recognized a non-cash income tax charge of $1.1 million for a valuation allowance of the associated deferred tax asset during the first quarter of fiscal 2010. Additionally, during the three months ended April 24, 2010 and April 25, 2009, the provision for income taxes included the reversal of $1.0 million and $1.4 million, respectively, of certain income tax liabilities which were no longer required.

As of April 24, 2010, the Company has total unrecognized tax benefits of $2.1 million, which would reduce the Company’s effective tax rate during future periods if it is subsequently determined that those liabilities are not required.  The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. During the three and nine months ended April 24, 2010, the Company recognized approximately $0.2 million and $0.1 million of interest benefit in the accompanying consolidated statements of operations, respectively, compared to $0.4 million and $0.2 million of interest benefit during the three and nine months ended April 25, 2009, respectively.

11. Other Income, net

The components of other income, net, are as follows:


   
For the Three Months Ended
   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
   
April 24, 2010
   
April 25, 2009
 
         
(Dollars in thousands)
       
Gain on sale of fixed assets
  $ 4,308     $ 1,786     $ 6,143     $ 3,306  
Miscellaneous income
    143       53       316       17  
Gain on extinguishment of debt, net
    -       1,727       -       3,027  
Write-off of deferred financing costs
    -       -       -       (551 )
Total other income, net
  $ 4,451     $ 3,566     $ 6,459     $ 5,799  


The Company purchased $4.65 million principal amount of Notes for $3.2 million during the second quarter of fiscal 2009 and $10.0 million principal amount of the Notes for $8.1 million during the third quarter of fiscal 2009. After the write-off of associated debt issuance costs, the net gain reported as other income  was $1.7 million and $3.0 million for the three and nine months ended April 25, 2009, respectively.

12. Capital Stock

On February 23, 2010, the Board of Directors authorized the repurchase of up to $20.0 million of its common stock to be made over the next eighteen months in open market or private transactions. This repurchase program replaced the Company’s existing program, which expired in February 2010. The Company repurchased 475,602 shares during the three months ended April 24, 2010 at an average price of $9.44 per share.  These shares were subsequently cancelled.  As of April 24, 2010, approximately $15.5 million of the authorized amount remains for the repurchase of common stock.

13. Stock-Based Awards

Stock-based awards are granted by the Company under its 2003 Long-term Incentive Plan (“2003 Plan”) and the 2007 Non-Employee Directors Equity Plan (“2007 Directors Plan”), (collectively, “the Plans”).  The Company also has several other plans under which no further awards will be granted, including expired plans.  The Company’s policy is to issue new shares to satisfy equity awards under the Plans. Under the terms of the Plans, stock options are granted at the closing price on the date of the grant and are exercisable over a period of up to ten years.  The Plans also provide for the grants of time based restricted share units (“RSUs”), that currently vest ratably over a four year period from the date of grant.  Additionally, the 2003 Plan provides for the grants of performance based restricted share units (“Performance RSUs”).  Outstanding Performance RSUs vest over a three year period from the grant date if certain Company performance goals are achieved.

15


The following table summarizes the stock-based awards activity during the nine months ended April 24, 2010:


   
Stock Options
   
RSUs
   
Performance RSUs
 
   
Shares
   
Weighted Average Exercise Price
   
Shares/Units
   
Weighted Average Grant Price
   
Shares/Units
   
Weighted Average Grant Price
 
Outstanding as of July 25, 2009
    2,866,675     $ 23.36       177,400     $ 13.78       680,342     $ 21.34  
Granted
    1,034,248     $ 8.55       112,436     $ 8.56       55,746     $ 12.25  
Options Exercised/Shares and Units Vested
    (4,310 )   $ 6.83       (85,147 )   $ 13.79       (82,428 )   $ 22.55  
Forfeited or cancelled
    (297,683 )   $ 28.83       (9,300 )   $ 8.49       (349,956 )   $ 21.33  
Outstanding as of April 24, 2010
    3,598,930     $ 18.67       195,389     $ 11.02       303,704     $ 19.38  
                                                 
Exercisable options as of April 24, 2010
    1,962,081     $ 27.44                                  


The Performance RSUs in the above table represent the maximum number of awards which may vest under the outstanding grants assuming that all performance criteria are met.  Approximately 310,000 Performance RSUs were cancelled during 2010 related to fiscal 2009 performance criteria not being achieved.

Compensation expense for stock-based awards is based on the fair value at the measurement date and is included in general and administrative expenses in the condensed consolidated statements of operations. The compensation expense and the related tax benefit recognized related to stock options, restricted share and restricted share units for the three and nine months ended April 24, 2010 and April 25, 2009 is as follows:


   
For the Three Months Ended
   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
   
April 24, 2010
   
April 25, 2009
 
         
(Dollars in thousands)
       
Stock-based compensation expense
  $ 812     $ 898     $ 2,488     $ 2,775  
Tax benefit recognized
    (166 )     (282 )     (652 )     (967 )


The Company evaluates compensation expense quarterly and recognizes expense for performance based awards only if management determines it is probable that the performance criteria for the awards will be met.  The total amount of expense ultimately recognized is based on the number of awards that actually vest.  Accordingly, the amount recognized during current and prior periods may not be representative of future stock-based compensation expense.

Under the Plans, the maximum total unrecognized compensation expense and weighted-average period over which the expense would be recognized subsequent to April 24, 2010 is as follows:


   
Unrecognized Compensation Expense
   
Weighted-Average Period
 
   
(In thousands)
   
(In years)
 
             
Stock options
  $ 6,893       3.3  
Unvested RSUs
  $ 1,763       2.7  
Unvested Performance RSUs
  $ 5,887       0.9  


For Performance RSUs, the unrecognized compensation expense is based upon the maximum amount of restricted units that can be earned under outstanding awards. If performance goals are not met related to future performance periods, no compensation expense will be recognized for these units and compensation expense previously recognized on the unvested awards will be reversed. As of April 24, 2010 the Company estimates approximately $5.1 million of the unrecognized compensation expense related to the unvested Performance RSU’s will not be recognized due to performance criteria not being met.

16



14. Related Party Transactions

The Company leases administrative offices from entities related to officers of the Company’s subsidiaries.  The total expense under these arrangements was $0.3 million and $0.4 million for the three month periods ended April 24, 2010 and April 25, 2009, respectively. The total expense under these arrangements was $0.9 million and $1.0 million for the nine month periods ended April 24, 2010 and April 25, 2009, respectively.


15. Commitments and Contingencies

Legal Proceedings.

In May 2009, the Company and one of its subsidiaries were named as defendants in a lawsuit in the U.S. District Court for the Western District of Washington. The plaintiffs, all former employees of the subsidiary, alleged various wage and hour claims, including that employees were not paid for all hours worked and were subject to improper wage deductions. Plaintiffs sought to certify as a class current and former employees of the subsidiary who worked in the State of Washington. In November 2009, the plaintiffs’ attorneys, the Company and the subsidiary entered into a memorandum of understanding pursuant to which the parties agreed to the terms of a proposed settlement with respect to the lawsuit.  In January 2010, the Court granted preliminary approval of the proposed settlement. Notice of the terms of the proposed settlement and claim forms were mailed to members of the plaintiffs' class in February 2010. The Court held a hearing regarding the plaintiffs’ Motion for Final Approval of the Class Action Settlement in April 2010, at which time it entered an Order approving the settlement and dismissed the action with prejudice subject to final administration of the terms of the settlement. As of April 24, 2010, approximately $1.6 million was included in other accrued liabilities with respect to claims approved for payment under the terms of the settlement.

From time to time, the Company and its subsidiaries are also party to various other claims and legal proceedings. Additionally, as part of the Company’s insurance program, the Company retains the risk of loss, up to certain limits, for claims related to automobile liability, general liability, workers’ compensation, employee group health, and locate damages. For these claims, the effect on the Company’s financial statements is generally limited to the amount of the Company’s insurance deductible or insurance retention. It is the opinion of the Company’s management, based on information available at this time, that none of such other pending claims or proceedings will have a material effect on its condensed consolidated financial statements.

Performance Bonds and Guarantees.

The Company has obligations under performance bonds related to certain of its customer contracts. Performance bonds generally provide the Company’s customer with the right to obtain payment and/or performance from the issuer of the bond if the Company fails to perform its contractual obligations. As of April 24, 2010, the Company had $41.9 million of outstanding performance bonds and no events have occurred in which the customers have exercised their rights under the bonds.

The Company has periodically guaranteed certain obligations of its subsidiaries, including obligations in connection with obtaining state contractor licenses and leasing real property.


16. Customer Concentrations

The Company provides specialty contracting services to telecommunications providers, utilities and others. Revenue information by type of customer is as follows:


   
For the Three Months Ended
   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
   
April 24, 2010
   
April 25, 2009
 
         
(Dollars in thousands)
       
Telecommunications
  $ 184,693     $ 200,151     $ 563,305     $ 654,655  
Underground facility locating
    41,758       44,354       126,020       135,530  
Electric and gas utilities and other construction and maintenance
    5,185       13,214       17,757       47,024  
Total contract revenues
  $ 231,636     $ 257,719     $ 707,082     $ 837,209  


17




The Company’s customer base is concentrated, with the top five customers accounting for approximately 65.2% and 63.7% of total contract revenues for the nine months ended April 24, 2010 and April 25, 2009, respectively. AT&T, Inc. (“AT&T”), Comcast Cable Corporation (“Comcast”), CenturyLink, Inc. (“CenturyLink”), and Verizon Communications, Inc. (“Verizon”) represent a significant portion of the Company’s customer base and were over 10% or more of total revenue for the three months or nine months ended April 24, 2010 and April 25, 2009 as follows:


 
 For the Three Months Ended
 
 For the Nine Months Ended
 
April 24, 2010
 
April 25, 2009
 
April 24, 2010
 
April 25, 2009
               
AT&T
22.4%
 
19.7%
 
20.1%
 
18.1%
Comcast
14.0%
 
13.4%
 
14.4%
 
15.1%
CenturyLink*
10.6%
 
7.3%
 
9.9%
 
6.4%
Verizon
9.7%
 
13.9%
 
12.4%
 
16.3%


*For comparison purposes, CenturyLink and Embarq Corporation revenues have been combined for periods prior to their July 2009 merger.

The Company believes that none of its significant customers were experiencing financial difficulties that would impact the collectability of the Company’s trade accounts receivable and costs in excess of billings as of April 24, 2010. Customers representing 10% or more of revenue had the following combined amounts of trade accounts receivable and costs and estimated earnings in excess of billings outstanding and the related percentage of the Company’s total outstanding balances:


   
April 24, 2010
   
July 25, 2009
 
   
Amount
   
% of Total
   
Amount
   
% of Total
 
         
(Dollars in millions)
       
AT&T
  $ 27.9       17.8 %   $ 28.5       15.6 %
Comcast
  $ 19.5       12.4 %   $ 21.6       11.8 %
CenturyLink*
  $ 21.8       13.9 %   $ 8.8       4.8 %
Verizon
  $ 19.1       12.1 %   $ 48.0       26.2 %


17. Supplemental Consolidating Financial Statements

As of April 24, 2010, the principal amount outstanding of the Company’s Notes was $135.35 million. The Notes were issued in fiscal 2006 by Dycom Investments, Inc. (“Issuer”), a wholly-owned subsidiary of the Company. The following condensed consolidating financial statements present, in separate columns, financial information for (i) Dycom Industries, Inc. (“Parent”) on a parent only basis, (ii) the Issuer, (iii) the guarantor subsidiaries for the Notes on a combined basis, (iv) other non-guarantor subsidiaries on a combined basis, (v) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (vi) the Company on a consolidated basis. The condensed consolidating financial statements are presented in accordance with the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. Intercompany charges (income) between the Parent and subsidiaries are recognized in the condensed consolidating financial statements during the period incurred and the settlement of intercompany balances is reflected in the condensed consolidating statement of cash flows based on the nature of the underlying transactions.

Each guarantor and non-guarantor subsidiary is wholly-owned, directly or indirectly, by the Issuer and the Parent. The Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary and Parent. There are no contractual restrictions limiting transfers of cash from guarantor and non-guarantor subsidiaries to Issuer or Parent, within the meaning of Rule 3-10 of Regulation S-X.


18


DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
APRIL 24, 2010
                                     
   
Parent
   
Issuer
   
Subsidiary Guarantors
   
Non-Guarantor Subsidiaries
   
Eliminations and Reclassifications
   
Dycom Consolidated
 
   
(Dollars in thousands)
ASSETS
                                   
CURRENT ASSETS:
                                   
Cash and equivalents
  $ -     $ -     $ 115,056     $ 1,099     $ -       116,155  
Accounts receivable, net
    -       -       95,669       1,104       -       96,773  
Costs and estimated earnings in excess of billings
    -       -       59,507       360       -       59,867  
Deferred tax assets, net
    948       -       13,153       60       (128 )     14,033  
Income taxes receivable
    8,213       -       -       -       -       8,213  
Inventories
    -       -       12,997       94       -       13,091  
Other current assets
    4,918       23       5,250       1,021       -       11,212  
Total current assets
    14,079       23       301,632       3,738       (128 )     319,344  
                                                 
Property and equipment, net
    13,704       -       107,352       17,281       (597 )     137,740  
Goodwill
    -       -       157,851       -       -       157,851  
Intangible assets, net
    -       -       51,309       -       -       51,309  
Deferred tax assets, net non-current
    -       -       14,021       -       (14,021 )     -  
Investment in subsidiaries
    674,322       1,233,350       -       -       (1,907,672 )     -  
Intercompany receivables
    -       -       740,705       -       (740,705 )     -  
Other
    4,342       2,636       2,835       526       -       10,339  
Total non-current assets
    692,368       1,235,986       1,074,073       17,807       (2,662,995 )     357,239  
TOTAL
  $ 706,447     $ 1,236,009     $ 1,375,705     $ 21,545     $ (2,663,123 )   $ 676,583  
                                                 
LIABILITIES AND
                                               
STOCKHOLDERS' EQUITY
                                               
                                                 
CURRENT LIABILITIES:
                                               
Accounts payable
  $ 300     $ -     $ 27,058     $ 645     $ -     $ 28,003  
Current portion of debt
    -       -       150       -       -       150  
Billings in excess of costs and estimated earnings
    -       -       582       -       -       582  
Accrued insurance claims
    608       -       26,248       63       -       26,919  
Income taxes payable
    -       -       -       -       -       -  
Deferred tax liabilities
    -       126       2       -       (128 )     -  
Other accrued liabilities
    3,483       301       37,044       1,267       -       42,095  
Total current liabilities
    4,391       427       91,084       1,975       (128 )     97,749  
                                                 
LONG-TERM DEBT
    -       135,350       -       -       -       135,350  
ACCRUED INSURANCE CLAIMS
    742       -       26,153       62       -       26,957  
DEFERRED TAX LIABILITIES, net non-current
    1,309       342       33,174       2,982       (14,021 )     23,786  
INTERCOMPANY PAYABLES
    308,234       425,568       -       6,915       (740,717 )     -  
OTHER LIABILITIES
    2,680       -       964       6       -       3,650  
Total liabilities
    317,356       561,687       151,375       11,940       (754,866 )     287,492  
Total stockholders' equity
    389,091       674,322       1,224,330       9,605       (1,908,257 )     389,091  
TOTAL
  $ 706,447     $ 1,236,009     $ 1,375,705     $ 21,545     $ (2,663,123 )   $ 676,583  
                                                 

19


DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
JULY 25, 2009
                                     
   
Parent
   
Issuer
   
Subsidiary Guarantors
   
Non-Guarantor Subsidiaries
   
Eliminations and Reclassifications
   
Dycom Consolidated
 
                                                                                                            (Dollars in thousands)
ASSETS
                                   
CURRENT ASSETS:
                                   
Cash and equivalents
  $ -     $ -     $ 104,582     $ 125     $ -     $ 104,707  
Accounts receivable, net
    3       -       115,631       1,334       -       116,968  
Costs and estimated earnings in excess of billings
    -       -       66,780       331       -       67,111  
Deferred tax assets, net
    1,275       -       14,562       112       (170 )     15,779  
Income taxes receivable
    7,028       -       -       -       (12 )     7,016  
Inventories
    -       -       8,189       114       -       8,303  
Other current assets
    2,202       8       4,454       659       -       7,323  
Total current assets
    10,508       8       314,198       2,675       (182 )     327,207  
                                                 
Property and equipment, net
    13,114       -       113,032       16,615       (629 )     142,132  
Goodwill
    -       -       157,851       -       -       157,851  
Intangible assets, net
    -       -       56,056       -       -       56,056  
Deferred tax assets, net non-current
    -       -       15,576       113       (15,689 )     -  
Investment in subsidiaries
    672,026       1,216,440       -       2       (1,888,468 )     -  
Intercompany receivables
    -       -       716,687       -       (716,687 )     -  
Other
    4,796       2,906       1,875       634       -       10,211  
Total non-current assets
    689,936       1,219,346       1,061,077       17,364       (2,621,473 )     366,250  
TOTAL
  $ 700,444     $ 1,219,354     $ 1,375,275     $ 20,039     $ (2,621,655 )   $ 693,457  
                                                 
LIABILITIES AND
                                               
STOCKHOLDERS' EQUITY
                                               
                                                 
CURRENT LIABILITIES:
                                               
Accounts payable
  $ 258     $ -     $ 28,019     $ 700     $ -     $ 28,977  
Current portion of debt
    -       -       926       -       -       926  
Billings in excess of costs and estimated earnings
    -       -       151       -       -       151  
Accrued insurance claims
    670       -       26,641       75       -       27,386  
Deferred tax liabilities
    -       105       10       55       (170 )     -  
Other accrued liabilities
    4,937       3,073       43,026       1,566       (12 )     52,590  
Total current liabilities
    5,865       3,178       98,773       2,396       (182 )     110,030  
                                                 
LONG-TERM DEBT
    -       135,350       27       -       -       135,377  
ACCRUED INSURANCE CLAIMS
    970       -       28,676       113       -       29,759  
DEFERRED TAX LIABILITIES, net non-current
    491       428       34,413       3,267       (15,689 )     22,910  
INTERCOMPANY PAYABLES
    298,713       408,372       -       9,614       (716,699 )     -  
OTHER LIABILITIES
    3,782       -       964       12       -       4,758  
Total liabilities
    309,821       547,328       162,853       15,402       (732,570 )     302,834  
Total stockholders' equity
    390,623       672,026       1,212,422       4,637       (1,889,085 )     390,623  
TOTAL
  $ 700,444     $ 1,219,354     $ 1,375,275     $ 20,039     $ (2,621,655 )   $ 693,457  
                                                 
 


 
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
 
FOR THE THREE MONTHS ENDED APRIL 24, 2010
 
                           
   
Parent
   
Issuer
   
Subsidiary Guarantors
   
Non-Guarantor Subsidiaries
   
Eliminations and Reclassifications
   
Dycom Consolidated
 
   
(Dollars in thousands)
 
REVENUES:
                                   
Contract revenues
  $ -     $ -     $ 229,541     $ 2,095     $ -     $ 231,636  
                                                 
EXPENSES:
                                               
Costs of earned revenues, excluding depreciation and amortization
    -       -       189,562       1,771             191,333  
General and administrative
    5,297       13       16,159       2,828             24,297  
Depreciation and amortization
    842       -       14,053       968       (11 )     15,852  
Intercompany charges (income), net
    (6,672 )     -       6,616       56               -  
Total
    (533 )     13       226,390       5,623       (11 )     231,482  
                                                 
Interest income
    -       -       27       -       -       27  
Interest expense
    (533 )     (2,835 )     (18 )     -       -       (3,386 )
Other income, net
    -       -       4,349       102       -       4,451  
                                                 
INCOME (LOSS) FROM CONTINUING
                                               
OPERATIONS BEFORE INCOME TAXES AND
                                               
EQUITY IN EARNINGS (LOSSES) OF SUBSIDIARIES
    -       (2,848 )     7,509       (3,426 )     11       1,246  
                                                 
PROVISION (BENEFIT) FOR INCOME TAXES
    -       (1,126 )     2,073       (1,349 )     -       (402 )
                                                 
INCOME (LOSS) FROM CONTINUING
                                               
OPERATIONS BEFORE EQUITY IN LOSSES
                                               
OF SUBSIDIARIES
    -       (1,722 )     5,436       (2,077 )     11       1,648  
                                                 
LOSS FROM DISCONTINUED OPERATIONS, NET
                                               
OF TAX
    -       -       -       -       -       -  
                                                 
NET INCOME (LOSS)  BEFORE EQUITY IN EARNINGS (LOSSES)
                                               
OF SUBSIDIARIES
    -       (1,722 )     5,436       (2,077 )     11       1,648  
                                                 
EQUITY IN EARNINGS OF SUBSIDIARIES
    1,648       3,370       -       -       (5,018 )     -  
                                                 
                                                 
NET INCOME (LOSS)
  $ 1,648     $ 1,648     $ 5,436     $ (2,077 )   $ (5,007 )   $ 1,648  
                                                 

 



 
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
 
FOR THE NINE MONTHS ENDED APRIL 24, 2010
 
                                     
   
Parent
   
Issuer
   
Subsidiary Guarantors
   
Non-Guarantor Subsidiaries
   
Eliminations and Reclassifications
   
Dycom Consolidated
 
   
(Dollars in thousands)
 
REVENUES:
                                   
Contract revenues
  $ -     $ -     $ 700,493     $ 6,589     $ -     $ 707,082  
                                                 
EXPENSES:
                                               
Costs of earned revenues, excluding depreciation and amortization
    -       -       576,301       5,940       -       582,241  
General and administrative
    16,155       137       47,488       7,918       -       71,698  
Depreciation and amortization
    2,404       -       41,327       2,860       (33 )     46,558  
Intercompany charges (income), net
    (20,471 )     -       19,985       485       1       -  
Total
    (1,912 )     137       685,101       17,203       (32 )     700,497  
                                                 
Interest income
    12       -       73       -       -       85  
Interest expense
    (1,925 )     (8,496 )     (49 )     -       -       (10,470 )
Other income, net
    1       -       6,387       71       -       6,459  
                                                 
INCOME (LOSS) FROM CONTINUING
                                               
OPERATIONS BEFORE INCOME TAXES AND
                                               
EQUITY IN EARNINGS (LOSSES) OF SUBSIDIARIES
    -       (8,633 )     21,803       (10,543 )     32       2,659  
                                                 
PROVISION (BENEFIT) FOR INCOME TAXES
    1,090       (4,259 )     9,824       (5,202 )     -       1,453  
                                                 
INCOME  (LOSS) FROM CONTINUING
                                               
OPERATIONS BEFORE EQUITY IN EARNINGS (LOSSES)
                                         
OF SUBSIDIARIES
    (1,090 )     (4,374 )     11,979       (5,341 )     32       1,206  
                                                 
LOSS FROM DISCONTINUED OPERATIONS, NET
                                               
OF TAX
    -       -       -       -       -       -  
                                                 
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS (LOSSES)
                                         
OF SUBSIDIARIES
    (1,090 )     (4,374 )     11,979       (5,341 )     32       1,206  
                                                 
EQUITY IN EARNINGS OF SUBSIDIARIES
    2,296       6,670       -             (8,966 )     -  
                                                 
                                                 
NET INCOME (LOSS)
  $ 1,206     $ 2,296     $ 11,979     $ (5,341 )   $ (8,934 )   $ 1,206  
                                                 

 



 
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
 
FOR THE THREE MONTHS ENDED APRIL 25, 2009
 
                                     
   
Parent
   
Issuer
   
Subsidiary Guarantors
   
Non-Guarantor Subsidiaries
   
Eliminations and Reclassifications
   
Dycom Consolidated
 
   
(Dollars in thousands)
 
REVENUES:
                                   
Contract revenues
  $ -     $ -     $ 256,569     $ 1,150     $ -     $ 257,719  
                                                 
EXPENSES:
                                               
Costs of earned revenues, excluding depreciation and amortization
    -       -       204,978       1,755       -       206,733  
General and administrative
    5,953       137       16,233       1,953       -       24,276  
Depreciation and amortization
    664       -       14,521       989       (11 )     16,163  
Intercompany charges (income), net
    (6,896 )     -       7,627       (732 )     1       -  
Total
    (279 )     137       243,359       3,965       (10 )     247,172  
                                                 
Interest income
    30       -       29       1       -       60  
Interest expense
    (296 )     (2,842 )     (24 )     -       -       (3,162 )
Other income (expense), net
    (13 )     1,727       1,811       41       -       3,566  
                                                 
INCOME (LOSS) FROM CONTINUING
                                               
OPERATIONS BEFORE INCOME TAXES AND
                                               
EQUITY IN EARNINGS (LOSSES) OF SUBSIDIARIES
    -       (1,252 )     15,026       (2,773 )     10       11,011  
                                                 
PROVISION (BENEFIT) FOR INCOME TAXES
    -       (256 )     4,518       (820 )     -       3,442  
                                                 
INCOME (LOSS) FROM CONTINUING
                                               
OPERATIONS BEFORE EQUITY IN EANRINGS (LOSSES)
                                               
OF SUBSIDIARIES
    -       (996 )     10,508       (1,953 )     10       7,569  
                                                 
INCOME FROM DISCONTINUED OPERATIONS, NET
                                               
OF TAX
    -       -       28       -       -       28  
                                                 
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS (LOSSES)
                                         
OF SUBSIDIARIES
    -       (996 )     10,536       (1,953 )     10       7,597  
                                                 
EQUITY IN EARNINGS OF SUBSIDIARIES
    7,597       8,593       -       -       (16,190 )     -  
                                                 
                                                 
NET INCOME (LOSS)
  $ 7,597     $ 7,597     $ 10,536     $ (1,953 )   $ (16,180 )   $ 7,597  
                                                 

 



 
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
 
FOR THE NINE MONTHS ENDED APRIL 25, 2009
 
                           
   
Parent
   
Issuer
   
Subsidiary Guarantors
   
Non-Guarantor Subsidiaries
   
Eliminations and Reclassifications
   
Dycom Consolidated
 
   
(Dollars in thousands)
 
REVENUES:
                                   
Contract revenues
  $ -     $ -     $ 833,313     $ 3,896     $ -     $ 837,209  
                                                 
EXPENSES:
                                               
Costs of earned revenues, excluding depreciation and amortization
    -       -       675,871       5,584       (216 )     681,239  
General and administrative
    18,019       262       49,449       5,620       -       73,350  
Depreciation and amortization
    1,993       -       45,004       2,617       (22 )     49,592  
Goodwill impairment charge
    -       -       94,429       -       -       94,429  
Intercompany charges (income), net
    (22,702 )     (22 )     24,403       (1,959 )     280       -  
Total
    (2,690 )     240       889,156       11,862       42       898,610  
                                                 
Interest income
    30       -       204       -       -       234  
Interest expense
    (2,154 )     (9,045 )     (114 )     -       -       (11,313 )
Other income (expense), net
    (566 )     3,027       3,426       (88 )     -       5,799  
                                                 
LOSS FROM CONTINUING
                                               
OPERATIONS BEFORE INCOME TAXES AND
                                         
EQUITY IN LOSSES OF SUBSIDIARIES
    -       (6,258 )     (52,327 )     (8,054 )     (42 )     (66,681 )
                                                 
BENEFIT FOR INCOME TAXES
    -       (2,372 )     (1,458 )     (3,052 )     -       (6,882 )
                                                 
LOSS FROM CONTINUING
                                               
OPERATIONS BEFORE EQUITY IN LOSSES
                                               
OF SUBSIDIARIES
    -       (3,886 )     (50,869 )     (5,002 )     (42 )     (59,799 )
                                                 
LOSS FROM DISCONTINUED OPERATIONS, NET
                                         
OF TAX
    -       -       (9 )     -       -       (9 )
                                                 
NET LOSS BEFORE EQUITY IN LOSSES
                                               
OF SUBSIDIARIES
    -       (3,886 )     (50,878 )     (5,002 )     (42 )     (59,808 )
                                                 
EQUITY IN LOSSES OF SUBSIDIARIES
    (59,808 )     (55,922 )     -       -       115,730       -  
                                                 
                                                 
NET LOSS
  $ (59,808 )   $ (59,808 )   $ (50,878 )   $ (5,002 )   $ 115,688     $ (59,808 )
                                                 

 



 
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 
FOR THE NINE MONTHS ENDED APRIL 24, 2010
 
                                     
   
Parent
   
Issuer
   
Subsidiary Guarantors
   
Non-Guarantor Subsidiaries
   
Eliminations and Reclassifications
   
Dycom Consolidated
 
   
(Dollars in thousands)
 
Net cash provided by (used in) operating activities
  $ (2,168 )   $ (6,956 )   $ 60,546     $ (2,740 )   $ -     $ 48,682  
                                                 
Cash flows from investing activities:
                                               
Capital expenditures
    (2,364 )     -       (32,194 )     (3,664 )     -       (38,222 )
Proceeds from sale of assets
    -       -       6,506       65       -       6,571  
Capital contributions to subsidiaries
    -       (10,240 )     -       -       10,240       -  
Net used in investing activities
    (2,364 )     (10,240 )     (25,688 )     (3,599 )     10,240       (31,651 )
                                                 
Cash flows from financing activities:
                                               
Principal payments on long-term debt
    -       -       (920 )     -       -       (920 )
Repurchases of common stock
    (4,489 )     -       -       -       -       (4,489 )
Restricted stock tax withholdings
    (273 )     -       -       -       -       (273 )
    Intercompany funding and financing activities
    9,195       17,196       (23,464 )     7,313       (10,240 )     -  
Exercise of stock options and other
    30       -       -       -       -       30  
Excess tax benefit from share based awards
    69       -       -       -       -       69  
Net cash (used in) provided by financing activities
    4,532       17,196       (24,384 )     7,313       (10,240 )     (5,583 )
                                                 
Net increase in cash and equivalents
    -       -       10,474       974       -       11,448  
                                                 
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
    -       -       104,582       125       -       104,707  
                                                 
CASH AND EQUIVALENTS AT END OF PERIOD
  $ -     $ -     $ 115,056     $ 1,099     $ -     $ 116,155  
                                                 

 



 
 
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
 
FOR THE NINE MONTHS ENDED APRIL 25, 2009
 
                                     
   
Parent
   
Issuer
   
Subsidiary Guarantors
   
Non-Guarantor Subsidiaries
   
Eliminations and Reclassifications
   
Dycom Consolidated
 
   
(Dollars in thousands)
 
Net cash provided by (used in) operating activities
  $ 335     $ (9,690 )   $ 109,463     $ (3,920 )   $ (60 )   $ 96,128  
                                                 
Cash flows from investing activities:
                                               
Restricted cash
    (233 )     -       172       -       -       (61 )
Capital expenditures
    (4,039 )     -       (11,798 )     (9,788 )     -       (25,625 )
    Proceeds from sale of assets
    -               4,328       21       -       4,349  
Capital contributions to subsidiaries
    -       (3,010 )     -       -       3,010       -  
Net cash used in investing activities
    (4,272 )     (3,010 )     (7,298 )     (9,767 )     3,010       (21,337 )
                                                 
Cash flows from financing activities:
                                               
    Proceeds from long-term debt
    30,000       -       -       -       -       30,000  
Principal payments on long-term debt
    (30,000 )     -       (1,824 )     -       -       (31,824 )
Purchase of senior subordinated notes
    -       (11,292 )     -       -       -       (11,292 )
Debt issuance costs
    (1,837 )     -       -       -       -       (1,837 )
Repurchases of common stock
    (2,915 )     -       -       -       -       (2,915 )
    Restricted stock tax withholdings
    (246 )     -       -       -       -       (246 )
    Exercise of stock options and other
    17       -       -       -       -       17  
    Intercompany funding
    8,918       23,992       (43,354 )     13,394       (2,950 )     -  
Net cash provided by (used in) financing activities
    3,937       12,700       (45,178 )     13,394       (2,950 )     (18,097 )
                                                 
Net increase (decrease) in cash and equivalents
    -       -       56,987       (293 )     -       56,694  
                                                 
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
    -       -       21,568       500       -       22,068  
                                                 
CASH AND EQUIVALENTS AT END OF PERIOD
  $ -     $ -     $ 78,555     $ 207     $ -     $ 78,762  
                                                 

 




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended July 25, 2009.  Our Annual Report on Form 10-K for the year ended July 25, 2009 was filed with the Securities and Exchange Commission (“SEC”) on September 3, 2009 and is available on the SEC’s website at www.sec.gov and on our website, which is www.dycomind.com.

Cautionary Note Concerning Forward-Looking Statements and Information

In this Quarterly Report on Form 10-Q, Dycom Industries, Inc. and its subsidiaries (referred to as “the Company,” “we,” “us,” or “our”) have made forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “forecast,” “may,” “should,” “could,” “project” and similar expressions identify forward-looking statements. Such statements may include, but are not limited to:

·      anticipated outcomes of contingent events, including litigation;
 
·      projections of revenues, income or loss, or capital expenditures;
 
·      whether the carrying value of our assets are impaired;
 
·      plans for future 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.

These forward-looking statements are based on management’s current expectations, estimates and projections and are subject to known and unknown risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this report. The factors that could affect future results and cause these results to differ materially from those expressed in the forward-looking statements include, but are not limited to, those described under Item 1A, “Risk Factors” included in the Company’s 2009 Annual Report on Form 10-K, filed with the SEC on September 3, 2009 and other risks outlined in our periodic filings with the SEC.  Except as required by law, we may not update forward-looking statements, although our circumstances may change in the future. With respect to forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Overview

We are a leading provider of specialty contracting services. These services are provided throughout the United States and include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others. Additionally, we provide services on a limited basis in Canada. For the nine months ended April 24, 2010, the percentage of our revenue by customer type from telecommunications, underground facility locating, and electric and gas utilities and other customers, was approximately 79.6%, 17.8%, and 2.6%, respectively.


27


We conduct operations through our subsidiaries. Our revenues may fluctuate as a result of changes in the capital expenditure and maintenance budgets of our customers, changes in the general level of construction activity, as well as overall economic conditions. The capital expenditures and maintenance budgets of our telecommunications customers may be impacted by consumer demands on telecommunication providers, the introduction of new communication technologies, the physical maintenance needs of their infrastructure, the actions of the Federal Communications Commission, and general economic conditions.

A significant portion of our services are performed under master service agreements and other arrangements with customers that extend for periods of one or more years.  We are currently a party to over 200 of these agreements. Master service agreements generally contain customer specified service requirements, such as discrete pricing for individual tasks. To the extent that such contracts specify exclusivity, there are often a number of exceptions, including the ability of the customer to issue work orders valued above a specified dollar amount to other service providers, perform work with the customer’s own employees, and use other service providers when jointly placing facilities with another utility. In most cases, a customer may terminate these agreements for convenience with written notice.

The remainder of our services are provided pursuant to contracts for specific projects. Long-term contracts relate to specific projects with terms in excess of one year from the contract date. Short-term contracts for specific projects are generally of three to four months in duration. A portion of our contracts include retainage provisions under which 5% to 10% of the contract invoicing may be withheld by the customer pending project completion.

We recognize revenues under the percentage of completion method of accounting using the units of delivery or cost-to-cost measures. A significant majority of our contracts are based on units of delivery and revenue is recognized as each unit is completed. Revenues from contracts using the cost-to-cost measures of completion are recognized based on the ratio of contract costs incurred to date to total estimated contract costs. Revenues from services provided under time and materials based contracts are recognized as the services are performed.

The following table summarizes our revenues from multi-year master service agreements and other long-term contracts, as a percentage of contract revenues from continuing operations:


 
For the Three Months Ended
 
For the Nine Months Ended
 
April 24, 2010
 
April 25, 2009
 
April 24, 2010
 
April 25, 2009
               
               
Multi-year master service agreements
78.1%
 
   73.9%
 
76.4%
 
   68.6%
Other long-term contracts
12.6%
 
  13.9%
 
14.2%
 
  17.3%
Total long-term contracts
90.7%
 
   87.8%
 
90.6%
 
   85.9%


The percentage of revenue from long-term contracts varies between periods depending on the mix of volume of work performed under the Company’s contracts.  During the three and nine months ended April 24, 2010, revenue from total long-term contracts increased compared to the prior period as more work was performed for contracts with original terms greater than one year.  Revenue during the nine months ended April 25, 2009 included revenue for services performed under short-term contracts related to the hurricanes that impacted the Southern United States during September 2008 and related to the winter storms during the third quarter of fiscal 2009.


28


A significant portion of our revenue comes from several large customers. The following table reflects the percentage of total revenue from those customers who contributed at least 2.5% of our total revenue from continuing operations in the three or nine month periods ended April 24, 2010 or April 25, 2009:


 
For the Three Months Ended
 
 
April 24, 2010
 
April 25, 2009
 
AT&T, Inc.
22.4%
 
19.7%
 
Comcast Corporation
14.0%
 
13.4%
 
CenturyLink, Inc.*
10.6%
 
7.3%
 
Verizon Communications, Inc.
9.7%
 
13.9%
 
Time Warner Cable, Inc.
8.1%
 
7.4%
 
Charter Communications, Inc.
6.7%
 
5.1%
 
Windstream Corporation
3.3%
 
6.1%
 
Qwest Communications International, Inc.
1.1%
 
2.6%
 
         
         
 
For the Nine Months Ended
 
 
April 24, 2010
 
April 25, 2009
 
AT&T, Inc.
20.1%
 
18.1%
 
Comcast Corporation
14.4%
 
15.1%
 
Verizon Communications, Inc.
12.4%
 
16.3%
 
CenturyLink, Inc.*
9.9%
 
6.4%
 
Time Warner Cable, Inc.
8.4%
 
7.8%
 
Charter Communications, Inc.
6.1%
 
4.9%
 
Windstream Corporation
3.3%
 
4.2%
 
Qwest Communications International, Inc.
1.7%
 
2.6%
 
         
         
*For comparison purposes, CenturyLink, Inc. and Embarq Corporation revenues have been combined for periods prior to their July 2009 merger.



Cost of earned revenues includes all direct costs of providing services under our contracts, including costs for direct labor provided by employees, services by subcontractors, operation of capital equipment (excluding depreciation and amortization), direct materials and insurance claims and other related costs. We retain the risk of loss, up to certain limits, for claims related to automobile liability, general liability, workers’ compensation, employee group health, and locate damages. Locate damage claims result from property and other damages arising in connection with our underground facility locating services. A change in claims experience or actuarial assumptions related to these risks could materially affect our results of operations. For a majority of the contract services we perform, our customers provide all necessary materials and we provide the personnel, tools, and equipment necessary to perform installation and maintenance services. Materials supplied by our customers, for which the customer retains financial and performance risk, are not included in our revenue or costs of sales. In addition, cost of earned revenues for the nine months ended April 24, 2010 includes a $1.6 million charge related to the proposed settlement of a legal matter, see “Legal Proceedings” below.

General and administrative costs include all of our corporate costs, as well as costs of our subsidiaries’ management personnel and administrative overhead. These costs primarily consist of employee compensation and related expenses, including stock-based compensation, legal, consulting and professional fees, information technology and development costs, provision for or recoveries of bad debt expense, and other costs that are not directly related to our services under customer contracts.  Our senior management, including the senior managers of our subsidiaries, perform substantially all of our sales and marketing functions as part of their management responsibilities and, accordingly, we have not incurred material sales and marketing expenses.

Information technology and development costs included in general and administrative expenses are primarily incurred to support and to enhance our operating efficiency. To protect our rights, we have filed for patents on certain of our innovations. In December 2009, the United States Patent and Trademark Office granted our first patent as a result of these efforts.


29


We are subject to concentrations of credit risk relating primarily to our cash and equivalents, trade accounts receivable and costs and estimated earnings in excess of billings. Cash and equivalents primarily include balances on deposit in banks. We maintain substantially all of our cash and equivalents at financial institutions we believe to be of high credit quality. To date we have not experienced any loss or lack of access to cash in our operating accounts.

We grant credit under normal payment terms, generally without collateral, to our customers. These customers primarily consist of telephone companies, cable television multiple system operators, electric and gas utilities. With respect to a portion of the services provided to these customers, we have certain statutory lien rights which may in certain circumstances enhance our collection efforts. Adverse changes in overall business and economic factors may impact our customers and increase potential credit risks. These risks may be heightened as a result of the current economic climate and market volatility. In the past, some of our customers have experienced significant financial difficulties and likewise, some may experience financial difficulties in the future. These difficulties expose us to increased risks related to the collectability of amounts due for services performed. We believe that none of our significant customers were experiencing financial difficulties that would impact the collectability of our trade accounts receivable and costs in excess of billings as of April 24, 2010.

General economic conditions are experiencing a continued period of weakness.  Although there appears to be recent indicators of some recovery in overall economic conditions, the duration of the current economic weakness and the impact that it will have on our customers remain uncertain. The economic slowdown, when combined with developments in the financial and credit markets, has created a challenging business environment for us and our customers. We are closely monitoring the effects that changes in economic and market conditions may have on our customers and our business, including rising fuel costs, and we continue to manage the areas of the business that we can control. These areas include, but are not limited to, deploying appropriate workforce levels and supervisory employees, practicing sound safety procedures, managing fuel consumption levels and maintaining the investment in our fleet of vehicles and equipment to support current and future business opportunities.


Legal Proceedings

In May 2009, the Company and one of its subsidiaries were named as defendants in a lawsuit in the U.S. District Court for the Western District of Washington. The plaintiffs, all former employees of the subsidiary, alleged various wage and hour claims, including that employees were not paid for all hours worked and were subject to improper wage deductions. Plaintiffs sought to certify as a class current and former employees of the subsidiary who worked in the State of Washington. In November 2009, the plaintiffs’ attorneys, the Company and the subsidiary entered into a memorandum of understanding pursuant to which the parties agreed to the terms of a proposed settlement with respect to the lawsuit.  In January 2010, the Court granted preliminary approval of the proposed settlement. Notice of the terms of the proposed settlement and claim forms were mailed to members of the plaintiffs' class in February 2010. The Court held a hearing regarding the plaintiffs’ Motion for Final Approval of the Class Action Settlement in April 2010, at which time it entered an Order approving the settlement and dismissed the action with prejudice subject to final administration of the terms of the settlement. As of April 24, 2010, approximately $1.6 million was included in other accrued liabilities with respect to claims approved for payment under the terms of the settlement.

From time to time, the Company and our subsidiaries are parties to various other claims and legal proceedings. Additionally, as part of our insurance program, we retain the risk of loss, up to certain limits, for claims related to automobile liability, general liability, workers’ compensation, employee group health, and locate damages. For these claims, the effect on our financial statements is generally limited to the amount needed to satisfy our insurance deductibles or retentions. It is the opinion of management, based on information available at this time, that none of such other pending claims or proceedings will have a material effect on our condensed consolidated financial statements.


Acquisitions

As part of our growth strategy, we may acquire companies that expand, complement, or diversify our business. We regularly review opportunities and periodically engage in discussions regarding possible acquisitions. Our ability to sustain our growth and maintain our competitive position may be affected by our ability to identify, acquire, and successfully integrate companies.



30


Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  On an ongoing basis, we evaluate these estimates and assumptions, including those related to recognition of revenue for costs and estimated earnings in excess of billings, the fair value of goodwill, intangibles and other long-lived assets, income taxes, accrued insurance claims, asset lives used in determining depreciation and amortization, allowance for doubtful accounts, stock-based compensation expense for performance awards, and the outcome of contingencies, including legal matters.  These estimates and assumptions require the use of judgment as to the likelihood of various future outcomes and, as a result, actual results could differ materially from these estimates.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” included in our Annual Report on Form 10-K for the year ended July 25, 2009 for further information regarding our critical accounting policies and estimates.

Results of Operations

The Company uses a fiscal year ending on the last Saturday in July. Fiscal 2009 consisted of 52 weeks and fiscal 2010 will consist of 53 weeks, with the fourth quarter having 14 weeks of operations. The following table sets forth, as a percentage of revenues earned, our condensed consolidated statements of operations for the periods indicated (totals may not add due to rounding):


   
For the Three Months Ended
 
   
April 24, 2010
   
April 25, 2009
 
   
(Dollars in millions)
 
Revenues
  $ 231.6       100.0 %   $ 257.7       100.0 %
Expenses:
                               
Cost of earned revenue, excluding depreciation and amortization
    191.3       82.6       206.7       80.2  
General and administrative
    24.3       10.5       24.3       9.4  
Depreciation and amortization
    15.9       6.8       16.2       6.3  
Total
    231.5       99.9       247.2       95.9  
Interest income
    -       -       0.1       -  
Interest expense
    (3.4 )     (1.5 )     (3.2 )     (1.2 )
Other income, net
    4.5       1.9       3.6       1.4  
Income from continuing operations before income taxes
    1.2       0.5       11.0       4.3  
Provision (benefit) for income taxes
    (0.4 )     (0.2 )     3.4       1.3  
Income from continuing operations
    1.6       0.7       7.6       2.9  
Income from discontinued operations, net of tax
    -       -       -       -  
Net income
  $ 1.6       0.7 %   $ 7.6       2.9 %
                                 
                                 
   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
 
   
(Dollars in millions)
 
Revenues
  $ 707.1       100.0 %   $ 837.2       100.0 %
Expenses:
                               
Cost of earned revenue, excluding depreciation and amortization
    582.2       82.3       681.2       81.4  
General and administrative
    71.7       10.1       73.4       8.8  
Depreciation and amortization
    46.6       6.6       49.6       5.9  
Goodwill impairment charge
    -       -       94.4       11.3  
Total
    700.5       99.1       898.6       107.3  
Interest income
    0.1       -       0.2       -  
Interest expense
    (10.5 )     (1.5 )     (11.3 )     (1.4 )
Other income, net
    6.5       0.9       5.8       0.7  
Income (loss) from continuing operations before income taxes
    2.7       0.4       (66.7 )     (8.0 )
Provision (benefit) for income taxes
    1.5       0.2       (6.9 )     (0.8 )
Income (loss) from continuing operations
    1.2       0.2       (59.8 )     (7.1 )
Loss from discontinued operations, net of tax
    -       -       -       -  
Net income (loss)
  $ 1.2       0.2 %   $ (59.8 )     (7.1 )%


31




Revenues. The following table presents information regarding total revenues by type of customer for the three months ended April 24, 2010 and April 25, 2009 (totals may not add due to rounding):


   
For the Three Months Ended
             
   
April 24, 2010
   
April 25, 2009
         
%
 
   
Revenue
   
% of Total
   
Revenue
   
% of Total
   
Decrease
   
Decrease
 
   
(Dollars in millions)
             
Telecommunications
  $ 184.7       79.8 %   $ 200.2       77.7 %   $ (15.5 )     (7.7 )%
Underground facility locating
    41.8       18.0 %     44.4       17.2 %     (2.6 )     (5.9 )%
Electric and gas utilities and other customers
    5.2       2.2 %     13.2       5.1 %     (8.0 )     (60.8 )%
Total contract revenues
  $ 231.6       100.0 %   $ 257.7       100.0 %   $ (26.1 )     (10.1 )%


Revenues decreased $26.1 million, or 10.1%, during the three months ended April 24, 2010 as compared to the three months ended April 25, 2009. The decrease was the result of a $15.5 million decrease in specialty contracting services provided to telecommunications customers, an $8.0 million decrease in revenues from construction and maintenance services provided to electric and gas utilities and other customers, and a $2.6 million decrease in underground facility locating services revenue.

Specialty construction services provided to telecommunications companies were $184.7 million during the three months ended April 24, 2010, compared to $200.2 million during the three months ended April 25, 2009, a decrease of 7.7%. During the three months ended April 25, 2009, we performed $5.9 million in services related to the winter storms compared to minimal restoration services during the current quarter. We also experienced decreases from significant customers as a result of their reductions in spending including a $13.6 million decrease for a customer engaged in a fiber deployment project, and a $1.2 million net decline in work performed for two significant telephone customers who are maintaining and upgrading their networks. Other customers had net decreases of $1.3 million during the three months ended April 24, 2010 as compared to the three months ended April 25, 2009.  Partially offsetting these decreases was a $5.9 million increase in services to a significant telephone customer that merged with another telephone customer in July 2009.  Additionally, there was a $0.6 million increase for installation, maintenance and construction services provided to leading cable multiple system operators.

Total revenues from underground facility locating during the three months ended April 24, 2010 were $41.8 million compared to $44.4 million during the three months ended April 25, 2009, a decrease of 5.9%. The decrease resulted from difficult weather conditions that impacted the current quarter and due to overall declines in customer demand levels as general economic weakness continued during the current period resulting in a lower level of construction activity.

Our total revenues from electric and gas utilities and other construction and maintenance services decreased $8.0 million, or 60.8%, during the three months ended April 24, 2010 as compared to the three months ended April 25, 2009. The decrease was primarily attributable to a decline in construction work performed for gas customers, including a gas pipeline project for a customer that was completed during fiscal 2009.

The following table presents information regarding total revenues by type of customer for the nine months ended April 24, 2010 and April 25, 2009 (totals may not add due to rounding):


   
For the Nine Months Ended
             
   
April 24, 2010
   
April 25, 2009
         
%
 
   
Revenue
   
% of Total
   
Revenue
   
% of Total
   
Decrease
   
Decrease
 
   
(Dollars in millions)
             
Telecommunications
  $ 563.3       79.6 %   $ 654.7       78.2 %   $ (91.4 )     (14.0 )%
Underground facility locating
    126.0       17.8 %     135.5       16.2 %     (9.5 )     (7.0 )%
Electric and gas utilities and other customers
    17.8       2.6 %     47.0       5.6 %     (29.3 )     (62.2 )%
Total contract revenues
  $ 707.1       100.0 %   $ 837.2       100.0 %   $ (130.2 )     (15.5 )%



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Revenues decreased $130.2 million, or 15.5%, during the nine months ended April 24, 2010 as compared to the nine months ended April 25, 2009. The decrease was the result of a $91.4 million decrease in specialty contracting services provided to telecommunications customers, a $29.3 million decrease in revenues from construction and maintenance services provided to electric and gas utilities and other customers, and a $9.5 million decrease in underground facility locating services revenue.

Specialty construction services provided to telecommunications companies were $563.3 million during the nine months ended April 24, 2010, compared to $654.7 million during the nine months ended April 25, 2009, a decrease of 14.0%. During the nine months ended April 25, 2009, we performed restoration services totaling $23.0 million related to the hurricanes that impacted the Southern United States in 2008 and related to the winter storms during the third quarter of 2009. There were minimal storm restoration services performed during fiscal 2010. We also experienced other decreases from significant customers as a result of their reductions in spending, including a $51.3 million decrease for a customer engaged in a fiber deployment project, and a $16.6 million net decrease for installation, maintenance and construction services provided to leading cable multiple system operators. Additionally, there was a $10.1 million decrease in work performed for two significant telephone customers maintaining and upgrading their networks as compared to the prior year. Other customers had net decreases of $7.2 million during the nine months ended April 24, 2010 as compared to the nine months ended April 25, 2009. Partially offsetting these decreases was a $16.8 million increase in services to a significant telephone customer that merged with another telephone customer in July 2009.

Total revenues from underground facility locating during the nine months ended April 24, 2010 were $126.0 million compared to $135.5 million during the nine months ended April 25, 2009, a decrease of 7.0%. The decrease resulted from declines in customer demand levels as general economic weakness continued during the nine month period resulting in a lower level of construction activity and from difficult weather conditions that impacted the third quarter of fiscal 2010. Additionally, revenue during the nine months ended April 25, 2009 included $0.9 million of restoration work related to the hurricanes that impacted the Southern United States.

Our total revenues from electric and gas utilities and other construction and maintenance services decreased $29.3 million, or 62.2%, during the nine months ended April 24, 2010 as compared to the nine months ended April 25, 2009. The decrease was primarily attributable to a decline in construction work performed for gas customers, including gas pipeline projects for two customers that were completed during fiscal 2009. Additionally, during the nine months ended April 25, 2009 we performed $0.4 million of restoration work related to the hurricanes that impacted the Southern United States compared to none during the nine months ended April 24, 2010.

Costs of Earned Revenues. Costs of earned revenues decreased $15.4 million to $191.3 million for the three months ended April 24, 2010 compared to $206.7 million for the three months ended April 25, 2009. The primary components of the decrease in costs of earned revenues were direct labor and subcontractor costs taken together, and other direct costs which decreased $16.7 million and $0.9 million, respectively, partially offset by a $2.2 million increase in direct materials. The decrease in total costs of earned revenues was primarily due to lower levels of operations during the three months ended April 24, 2010 as compared to the period ended April 25, 2009.

Costs of earned revenues as a percentage of contract revenues increased 2.4% for the three months ended April 24, 2010 as compared to the three months ended April 25, 2009. The increase was partially a result of inclement weather conditions during the current quarter which impacted productivity.   Additionally, our mix of work included a higher level of projects where we provide materials to the customer which resulted in a 1.6% increase in direct materials as a percentage of total contract revenues. Fuel costs increased 1.0% as a percentage of contract revenues as compared to the same period last year primarily due to increases in the price of gasoline and diesel fuel.  Other direct costs also increased 0.1% as a percentage of contract revenues, primarily from increased costs related to insurance claims as compared to the prior year period. Labor and subcontractor costs declined 0.3% as a percentage of contract revenues as compared to the same period last year due to improved operating efficiency and based on the mix of work performed.

Costs of earned revenues decreased $99.0 million to $582.2 million for the nine months ended April 24, 2010 compared to $681.2 million for the nine months ended April 25, 2009. Included in costs of earned revenues for the nine months ended April 24, 2010 is a $1.6 million charge recorded in fiscal 2010 in connection with the proposed settlement of a legal matter described under “Legal Proceedings” above. Excluding such charge, there was a net $100.5 million decrease in costs of earned revenues. This decline was composed of variances in direct labor and subcontractor costs taken together, other direct costs, and direct materials which decreased $81.1 million, $16.2 million, and $3.2 million, respectively. The decrease was primarily due to lower levels of operations during the nine months ended April 24, 2010 as compared to the nine month period ended April 25, 2009.

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 Costs of earned revenues as a percentage of contract revenues increased 1.0% for the nine months ended April 24, 2010 as compared to the same period last year due in part to the $1.6 million charge related to the proposed legal settlement referred to above, or 0.2% of contract revenues. Excluding the legal settlement charge, costs of earned revenues as a percentage of contract revenues increased 0.8% for the nine months ended April 24, 2010 compared to the nine months ended April 25, 2009.  During the nine months ended April 24, 2010, our mix of work included a higher level of projects where we provide materials to the customer which resulted in a 0.5% increase in direct materials as a percentage of total contract revenues.  Fuel costs increased 0.2% as a percentage of contract revenues as compared to the same period last year due to increases in the price of gasoline and diesel fuel during fiscal 2010. Other direct costs increased 0.2% as a percentage of contract revenues, primarily from lower absorption of costs for support and field offices in relation to reduced operating levels during the current year period. Labor and subcontractor costs decreased 0.1% compared to the same period last year due to improved operating efficiency and based on the mix of work performed.

General and Administrative Expenses. General and administrative expenses were $24.3 million during each of the three months ended April 24, 2010 and April 25, 2009.  Included in general and administrative expense was $0.8 million and $0.9 million in stock-based compensation expense during the three months ended April 24, 2010 and April 25, 2009, respectively.

General and administrative expenses decreased $1.7 million to $71.7 million during the nine months ended April 24, 2010 as compared to $73.4 million for the nine months ended April 25, 2009. The decrease in total general and administrative expenses for the nine months ended April 24, 2010 compared to the prior year period primarily resulted from a reduction of incentive pay expense due to lower operating results and from a reduction in legal and professional fees. Additionally, stock-based compensation expense decreased to $2.5 million during the nine months ended April 24, 2010 from $2.8 million during the nine months ended April 25, 2009.

General and administrative expenses as a percentage of contract revenues were 10.5% and 9.4% for the three months ended April 24, 2010 and April 25, 2009, respectively. General and administrative expenses as a percentage of contract revenues were 10.1% and 8.8% for the nine months ended April 24, 2010 and April 25, 2009, respectively. The increase in general and administrative expenses as a percentage of contract revenues for the three and nine months ended April 24, 2010 as compared to the same periods in fiscal 2009 reflects lower absorption of office and support costs and certain payroll costs.

Depreciation and Amortization.   Depreciation and amortization decreased to $15.9 million during the three months ended April 24, 2010 from $16.2 million during the three months ended April 25, 2009 and increased as a percentage of contract revenues to 6.8% compared to 6.3% from the same period in the prior year. For the nine months ended April 24, 2010, depreciation and amortization decreased to $46.6 million from $49.6 million during the nine months ended April 25, 2009 and increased as a percentage of contract revenues to 6.6% compared to 5.9% for the nine months ended April 25, 2009. The decrease in amount was primarily a result of certain assets becoming fully depreciated or sold during fiscal 2009 and fiscal 2010. Amortization expense of intangible assets also decreased during the three and nine months ended April 24, 2010 as compared to the prior year periods as certain assets became fully amortized.

Goodwill Impairment Charge. During the second quarter of 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 Communications for $2.0 million, Stevens Communications for $2.4 million and UtiliQuest for $50.5 million. This charge was the result of an interim test for impairment reflecting valuation assumptions as of the end of our second quarter of fiscal 2009. Our interim analysis was finalized in the third quarter of fiscal 2009 and no further charges were incurred during fiscal 2009.

Interest Income and Expense. Interest income was less than $0.1 million during each of the three months ended April 24, 2010 and April 25, 2009. Interest income decreased to less than $0.1 million during the nine months ended April 24, 2010 as compared to $0.2 million during the nine months ended April 25, 2009. The decrease for the nine month period ended April 24, 2010 as compared to the prior year is the result of lower interest yield earned on cash balances during the period.


34


 
Interest expense was $3.4 million and $3.2 million during the three months ended April 24, 2010 and April 25, 2009, respectively, and was $10.5 million and $11.3 million during the nine months ended April 24, 2010 and April 25, 2009, respectively. The decrease for the nine months period ended April 24, 2010 reflects reduced interest expense on our senior subordinated notes (“Notes”) as a result of the buyback of $14.65 million principal amount of the Notes during fiscal 2009 and reduced balances for letters of credit. Additionally, we had no borrowings under our Credit Agreement during 2010 compared to $30.0 million which was borrowed and repaid during 2009.

Other Income, Net. Other income increased to $4.5 million during the three months ended April 24, 2010 from $3.6 million during the three months ended April 25, 2009. Other income during the three months ended April 25, 2009 included a gain of $1.7 million on the extinguishment of debt resulting from the buyback of $10.0 million principal amount of Notes. Other income increased to $6.5 million during the nine months ended April 24, 2010 from $5.8 million during the nine months ended April 25, 2009. Other income during the nine months ended April 25, 2009 included a gain of $3.0 million on extinguishment of debt related to the buyback of $14.65 million principal amount of Notes during the second and third quarters of fiscal 2009.  Additionally, other income for the nine months ended April 25, 2009 includes a charge of $0.6 million for the write-off of deferred financing costs when we replaced our existing credit agreement during the first quarter of fiscal 2009. Excluding these items, other income increased $2.6 million and $3.1 million for the three and nine months ended April 24, 2010, respectively, as the result of a greater number of assets sold and improved pricing during the current year periods as compared to the prior year.

Income Taxes. The following table presents our income tax expense and effective income tax rate for continuing operations during the three and nine months ended April 24, 2010 and April 25, 2009:



       
For the Three Months Ended
   
For the Nine Months Ended
 
       
April 24,
   
April 25,
   
April 24,
   
April 25,
 
       
2010
   
2009
   
2010
   
2009
 
             
(dollars in millions)
       
Income tax provision (benefit)
      $ (0.4 )   $ 3.4     $ 1.5     $ (6.9 )
Effective income tax rate
        (32.3 )%     31.3 %     54.6 %     10.3 %




Our effective income tax rates for fiscal 2010 and fiscal 2009 differ from the statutory rate for the tax jurisdictions where we operate as a result of several factors. During the three months ended April 24, 2010 and April 25, 2009, the provision for income taxes included the reversal of $1.0 million and $1.4 million, respectively, of certain income tax liabilities which were no longer required.  In addition, in the first quarter of fiscal 2010 we recognized a non-cash income tax charge of $1.1 million for a valuation allowance on a deferred tax asset associated with an investment that became impaired for tax purposes. Further, only a portion of the fiscal 2009 goodwill impairment charge was deductible for income tax purposes during the nine months ended April 25, 2009. Other variations in our tax rate for the three and nine months ended April 24, 2010 and April 25, 2009 are attributable to the impact of non-deductible and non-taxable items in relation to our pre-tax results during the period.  As of April 24, 2010, we had total unrecognized tax benefits of approximately $2.1 million, which would reduce our effective tax rate during the periods recognized if it is subsequently determined that those liabilities are not required.

Income (loss) from Continuing Operations. Income from continuing operations was $1.6 million during the three months ended April 24, 2010 as compared to $7.6 million during the three months ended April 25, 2009.   Income from continuing operations was $1.2 million during the nine months ended April 24, 2010 as compared to a loss of $59.8 million during the nine months ended April 25, 2009.

Discontinued Operations. During fiscal 2007, a wholly-owned subsidiary of the Company, Apex Digital, LLC (“Apex”) notified its primary customer of its intention to cease performing installation services in accordance with its contractual rights. Effective December 2006, this customer, a satellite broadcast provider, transitioned its installation service requirements to others and Apex ceased providing these services. As a result, we discontinued the operations of Apex.  Apex did not have material operations in fiscal 2009 or 2010.


35


Net Income (loss). Net income was $1.6 million during the three months ended April 24, 2010 as compared to $7.6 million during the three months ended April 25, 2009. Net income was $1.2 million during the nine months ended April 24, 2010 as compared to a net loss of $59.8 million during the nine months ended April 25, 2009.

 Liquidity and Capital Resources

Capital requirements.   Historically, our sources of cash have been operating activities, long-term debt, equity offerings, bank borrowings, and proceeds from the sale of idle and surplus equipment and real property. Our working capital needs vary based upon our level of operations and generally increase with higher levels of revenues. They are also impacted by the time it takes us to collect our accounts receivable for work performed for customers. Cash and cash equivalents totaled $116.2 million at April 24, 2010 compared to $104.7 million at July 25, 2009.  Cash increased for the nine months ended April 24, 2010 as a result of cash collected from operations offset by capital expenditures and share repurchases. Working capital (total current assets less total current liabilities) increased by $4.4 million to $221.6 million at April 24, 2010 compared to $217.2 million at July 25, 2009.
 

Capital resources are primarily used to purchase equipment and maintain sufficient levels of working capital in order to support our contractual commitments to customers. We periodically borrow from and repay our Credit Agreement based on our cash requirements. Additionally, to the extent we make acquisitions that involve consideration other than our stock, buyback our common stock or repurchase or call our senior subordinated notes, our capital requirements may increase. We believe that none of our major customers are experiencing significant financial difficulty as of April 24, 2010 that will materially affect our cash flows or liquidity.


   
For the Nine Months Ended
 
   
April 24, 2010
   
April 25, 2009
 
   
(Dollars in millions)
 
 Net cash flows:
           
 Provided by operating activities
  $ 48.7     $ 96.1  
 Used in investing activities
  $ (31.7 )   $ (21.3 )
 Used in financing activities
  $ (5.6 )   $ (18.1 )


 
Cash from operating activities. During the nine months ended April 24, 2010, net cash provided by operating activities was $48.7 million as compared to $96.1 million during the nine months ended April 25, 2009.  Non-cash items during the nine months ended April 24, 2010 were primarily depreciation and amortization, gain on disposal of assets, stock-based compensation, and deferred income taxes. Changes in working capital (excluding cash) and changes in other long term assets and liabilities contributed $1.8 million of operating cash flow during the nine months ended April 24, 2010. Working capital changes that contributed operating cash flow during the nine months ended April 24, 2010 included decreases in accounts receivable and net costs and estimated earnings in excess of billings of $18.8 million and $7.7 million, respectively.  Working capital changes that used operating cash flow during the nine months ended April 24, 2010 were declines in other accrued liabilities and accrued insurance claims of $14.2 million due to the reduced level of operations during the quarter ended April 24, 2010 and interest payments made in October 2009 and April 2010 in connection with our senior subordinated notes. Additionally, we had decreases in accounts payable of $1.2 million and  an increase in income taxes receivable, net of $1.4 million due to the timing of applicable payments.  Other uses of working capital included net increases in other current and other non-current assets of $7.9 million primarily for increased levels of inventory and for prepaid insurance and other prepaid costs that were incurred near the beginning of our fiscal year.
 
 
Based on average daily revenue during the applicable quarter, days sales outstanding calculated for accounts receivable, net was 38 days as of both April 24, 2010 and April 25, 2009. Days sales outstanding calculated for costs and estimated earnings in excess of billings, net of billings in excess of costs and estimated earnings, were 23 days as of April 24, 2010 compared to 22 days as of April 25, 2009. 
 
 
For the nine months ended April 25, 2009, changes in working capital and changes in other long term assets and liabilities contributed $20.0 million of operating cash flow. Working capital changes that contributed operating cash flow during the nine months ended April 25, 2009 included decreases in accounts receivable and net costs and estimated earnings in excess of billings of $38.0 million and $30.4 million, respectively. Other working capital changes that used operating cash flow during the nine months ended April 25, 2009 were decreases in accrued insurance claims and other liabilities of $34.3 million primarily attributable to payments of approximately $8.6 million in connection with a wage and hour class action settlement, payments for fiscal 2008 incentive pay, interest payments made in October 2008 and April 2009 in connection with our senior subordinated notes, payments totaling $4.7 million for a group of accrued insurance claims, and overall decreases in other accrued liabilities due to the reduced level
 

36


 
of operations during fiscal 2009. Additionally, there were decreases in accounts payable of $5.5 million during the nine months ended April 25, 2009 due to the timing of the receipt and payment of invoices and an increase in income taxes receivable of $6.5 million due to the timing of applicable tax payments. We had net increases in other current and other non-current assets of $2.2 million during the nine months ended April 25, 2009 primarily as a result of increased prepaid insurance and other prepaid costs.
 

Cash used in investing activities. For the nine months ended April 24, 2010 and April 25, 2009, net cash used in investing activities was $31.7 million and $21.3 million, respectively.  Capital expenditures of $38.2 million and $25.6 million during the nine months ended April 24, 2010 and April 25, 2009, respectively, were offset in part by proceeds from the sale of assets of $6.6 million and $4.3 million, respectively.  Capital expenditures increased during the nine months ended April 24, 2010 as compared to the prior period as a result of the replacement activity of our assets and due to spending incurred to address new work opportunities.  Restricted cash, primarily related to funding provisions of our insurance claims program, increased less than $0.1 million during the nine months ended April 25, 2009.

Cash used in financing activities. For the nine months ended April 24, 2010, net cash used in financing activities was $5.6 million as compared to $18.1 million for the nine months ended April 25, 2009.  During the nine months ended April 24, 2010, we paid $0.9 million for principal payments on capital leases compared to $1.8 million for the nine months ended April 25, 2009. During the nine months ended April 25, 2009 we borrowed and repaid $30.0 million under our credit facility and paid $1.8 million in debt issuance costs related to entering into the facility in September 2008. In addition, we purchased $14.65 million principal amount of Notes during the nine months ended April 25, 2009 for $11.3 million.

During the nine months ended April 24, 2010 and April 25, 2009 we repurchased 475,602 shares and 450,000 shares, respectively, of our common stock in open market transactions. Payments for the repurchase of shares totaled $4.5 million and $2.9 million during the nine months ended April 24, 2010 and April 25, 2009, respectively. In addition, during the nine months ended April 24, 2010 and April 25, 2009, we withheld shares of restricted units and paid $0.3 million and $0.2 million, respectively, to tax authorities in order to meet payroll tax withholdings obligations on restricted units that vested to certain officers and employees during those periods. Additionally, during the nine months ended April 24, 2010, we received less than $0.1 million from the exercise of stock options and received excess tax benefits of $0.1 million from the vesting of restricted stock units.


Compliance with Notes and Credit Agreement

The indenture governing the Notes contains covenants that restrict our ability to, among other things:

·      make certain payments, including the payment of dividends;
 
·      redeem or repurchase our capital stock;
 
·      incur additional indebtedness and issue preferred stock;
 
·      make investments or create liens;
 
·      enter into sale and leaseback transactions;
 
·      merge or consolidate with another entity;
 
·      sell certain assets; and
 
·      enter into transactions with affiliates.


As of April 24, 2010, the principal amount outstanding under the Notes was $135.35 million and we were in compliance with the covenants and conditions under the indenture governing the Notes.


37


The Company’s $210.0 million revolving Credit Agreement (“Credit Agreement”), which expires in September 2011, contains certain affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, disposition of assets, sale-leaseback transactions and transactions with affiliates.  It also contains defined financial covenants which require us to (i) maintain a leverage ratio of not greater than 3.00 to 1.00, as measured at the end of each fiscal quarter, (ii) maintain an interest coverage ratio of not less than 2.75 to 1.00, as measured at the end of each fiscal quarter and (iii) maintain consolidated total tangible net worth, as measured at the end of each fiscal quarter, of not less than $50.0 million plus (A) 50% of consolidated net income (if positive) from September 12, 2008 to the date of computation plus (B) 75% of equity issuances made from September 12, 2008 to the date of computation.  The Credit Agreement has a sublimit of $100.0 million for the issuance of letters of credit. As of April 24, 2010, we had no outstanding borrowings and $43.9 million of outstanding letters of credit issued under the Credit Agreement. The outstanding letters of credit are issued as part of our insurance program. At April 24, 2010, we had additional borrowing availability of up to $131.4 million, as determined by the most restrictive covenants of the Credit Agreement, and were in compliance with the financial covenants.

Contractual Obligations.  The following tables set forth our outstanding contractual obligations, including related party leases, as of April 24, 2010:

   
Less than 1 Year
   
Years 1-3
   
Years 3 - 5
   
Greater than 5 Years
   
Total
 
   
(Dollars in thousands)
 
Notes
  $ -     $ -     $ -     $ 135,350     $ 135,350  
Interest payments on debt (excluding capital leases)
    10,997       21,994       21,994       5,499       60,484  
Capital lease obligations (including interest and executory costs)
    206       -       -       -       206  
Operating leases
    7,935       9,856       5,553       4,359       27,703  
Employment agreements
    2,808       2,196       -       -       5,004  
Purchase and other contractual obligations
    18,922       -       -       -       18,922  
Total
  $ 40,868     $ 34,046     $ 27,547     $ 145,208     $ 247,669  
                                         

Purchase and other contractual obligations in the above table primarily include vehicles and equipment ordered under contracted agreements but not yet received by the Company.

Our condensed consolidated balance sheet as of April 24, 2010 includes a long term liability of approximately $27.0 million for Accrued Insurance Claims.  This liability has been excluded from the above table as the timing of any cash payments is uncertain. See Note 8 of the notes to our condensed consolidated financial statements for additional information regarding our accrued insurance claims liability.

The liability for unrecognized tax benefits for uncertain tax positions at April 24, 2010 was $2.1 million and is included in other liabilities in our condensed consolidated balance sheet.  This entire amount has been excluded from the contractual obligations table because we are unable to reasonably estimate the timing of the resolution of the underlying tax positions with the relevant tax authorities.

Off-Balance Sheet Arrangements.  We have obligations under performance bonds related to certain of our customer contracts.  Performance bonds generally provide a customer with the right to obtain payment and/or performance from the issuer of the bond if we fail to perform our obligations under a contract.  As of April 24, 2010, we had $41.9 million of outstanding performance bonds and no events have occurred in which customers have exercised their rights under the performance bonds.

Sufficiency of Capital Resources. We believe that our capital resources, including existing cash balances and amounts available under our Credit Agreement, are sufficient to meet our financial obligations. These obligations include interest payments required on our Notes and borrowings, working capital requirements, and the normal replacement of equipment at our current level of operations for at least the next twelve months. Our future operating results and cash flows may be affected by a number of factors including our success in bidding on future contracts and our ability to manage costs effectively. To the extent we seek to grow by acquisitions that involve consideration other than our stock, or to the extent we buyback our common stock or repurchase or call our senior subordinated notes, our capital requirements may increase.


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Although the distress in the financial markets has not significantly impacted our financial position or our cash flow as of and for the nine month period ending April 24, 2010, management continues to monitor the financial markets and assess general economic conditions. If further changes in financial markets or other areas of the economy adversely impact our ability to access capital markets, we would expect to rely on a combination of available cash and the existing committed credit facility to provide short-term funding. We believe that our cash investment policies are conservative and we expect that the current volatility in the capital markets will not have a material impact on our cash investments.

Backlog. Our backlog consists of the uncompleted portion of services to be performed under job-specific contracts and the estimated value of future services that we expect to provide under master service agreements and other long-term requirements contracts. Many of our contracts are multi-year agreements, and we include in our backlog the amount of services projected to be performed over the terms of the contracts based on our historical experience with customers and, more generally our experience in procurements of this type. In many instances, our customers are not contractually committed to procure specific volumes of services under a contract. Our estimates of a customer’s requirements during a particular future period may not prove to be accurate, particularly in light of the current economic conditions and the uncertainty that imposes on changes in our customer’s requirements for our services.

Our backlog totaled $1.024 billion and $935.4 million at April 24, 2010 and July 25, 2009, respectively. We expect to complete 62.1% of the April 24, 2010 backlog during the next twelve months.


Seasonality and Quarterly Fluctuations

Our revenues are affected by seasonality as a significant portion of the work we perform is outdoors. Consequently, our operations are impacted by extended periods of inclement weather. Generally, inclement weather is more likely to occur during the winter season which falls during our second and third fiscal quarters. Also, a disproportionate percentage of total paid holidays fall within our second quarter, which decreases the number of available workdays. Additionally, our customer premise equipment installation activities for cable providers historically decrease around calendar year end holidays as their customers generally require less activity during this period.

In addition, we have experienced and expect to continue to experience quarterly variations in revenues and net income as a result of other factors, including:

· our fiscal year which ends on the last Saturday in July and fiscal 2010 will consist of 53 weeks, with the fourth quarter having 14 weeks of operations;
 
· 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;
 

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· fluctuations in performance cash awards as a result of operating results;
 
· fluctuations in  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.

Accordingly, operating results for any fiscal period are not necessarily indicative of results that may be achieved for any subsequent fiscal period.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks related to interest rates on our cash and equivalents and our debt obligations. We monitor the effects of market changes on interest rates and manage interest rate risks by investing in short-term cash equivalents with market rates of interest and by maintaining a mix of fixed and variable rate debt. A hypothetical 100 basis point increase in interest rates would result in an increase to annual earnings of approximately $1.2 million if our cash and equivalents held as of April 24, 2010 were to be fully invested in interest bearing financial instruments.

Our revolving credit facility permits borrowings at a variable rate of interest; however, we had no outstanding borrowings as of April 24, 2010. Outstanding long-term debt at April 24, 2010 included $135.35 million of our senior subordinated notes due in 2015 (“Notes”), which bear a fixed rate of interest of 8.125%. Due to the fixed rate of interest on the Notes, changes in interest rates would not have an impact on the related interest expense. The fair value of the outstanding Notes totaled approximately $131.6 million as of April 24, 2010, based on quoted market prices. There exists market risk sensitivity on the fair value of the fixed rate Notes with respect to changes in interest rates. A hypothetical 50 basis point change in the market interest rates in effect would result in an increase or decrease in the fair value of the Notes of approximately $3.0 million, calculated on a discounted cash flow basis.

We had $0.2 million of capital leases outstanding at April 24, 2010 with varying rates of interest due through fiscal 2011 under separate lease agreements. A hypothetical 100 basis point change in interest rates in effect at April 24, 2010 on these capital leases would not have a material impact on the fair value of the leases or on our annual interest cost.

We also have market risk for foreign currency exchange rates related to our operations in Canada. As of April 24, 2010, the market risk for foreign currency exchange rates was not significant as our operations in Canada have not been material.

Item 4. Controls and Procedures
 
The Company, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer each concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.
 
There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In May 2009, the Company and one of its subsidiaries were named as defendants in a lawsuit in the U.S. District Court for the Western District of Washington. The plaintiffs, all former employees of the subsidiary, alleged various wage and hour claims, including that employees were not paid for all hours worked and were subject to improper wage deductions. Plaintiffs sought to certify as a class current and former employees of the subsidiary who worked in the State of Washington. In November 2009, the plaintiffs’ attorneys, the Company and the subsidiary entered into a memorandum of understanding pursuant to which the parties agreed to the terms of a proposed settlement with respect to the lawsuit.  In January 2010, the Court granted preliminary approval of the proposed settlement. Notice of the terms of the proposed settlement and claim forms were mailed to members of the plaintiffs' class in February 2010. The Court held a hearing regarding the plaintiffs’ Motion for Final Approval of the Class Action Settlement in April 2010, at which time it entered an Order approving the settlement and dismissed the action with prejudice subject to final administration of the terms of the settlement. As of April 24, 2010, approximately $1.6 million was included in other accrued liabilities with respect to claims approved for payment under the terms of the settlement.

From time to time, the Company and its subsidiaries are parties to various other claims and legal proceedings. Additionally, as part of our insurance program, we retain the risk of loss, up to certain limits, for claims related to automobile liability, general liability, workers’ compensation, employee group health, and locate damages. For these claims, the effect on our financial statements is generally limited to the amount needed to satisfy our insurance deductibles or retentions. It is the opinion of management, based on information available at this time, that none of such other pending claims or proceedings will have a material effect on our consolidated financial statements.


Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in our fiscal 2009 Form 10-K under the heading “Risk Factors” in Part I, Item 1A of Form 10-K.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) During the nine months ended April 24, 2010, we did not sell any of our equity securities that were not registered under the Securities Act of 1933.

(b) Not applicable.

(c) The following table summarizes the Company’s purchases of its common stock:

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ISSUER PURCHASES OF EQUITY SECURITIES


Period
 
Total Number of Shares Purchased
   
Average Price Paid Per Share
   
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 24, 2010 - February 20, 2010
    -     $ -       -  
(b)
February 21, 2010 - March 20, 2010
    444 (a)   $ 8.75       -  
(b)
March 21, 2010 - April 24, 2010
    475,602 (b)   $ 9.44       -  
(b)
                           
(a) Shares were withheld to satisfy tax withholding obligations that arose on the vesting of restricted stock units
   
     
(b) On February 23, 2010, the Board of Directors authorized the repurchase of up to $20.0 million of its common stock to be made over the next eighteen months in open market or private transactions. This repurchase program replaced the Company’s existing program, which expired in February 2010. The Company repurchased 475,602 shares during the three months ended April 24, 2010 at an average price of $9.44 per share. These shares were subsequently cancelled. As of April 24, 2010, approximately $15.5 million of the authorized amount remains for the repurchase of common stock.

Item 6. Exhibits

Exhibits furnished pursuant to the requirements of Form 10-Q:

Exhibit number

11
Statement re computation of per share earnings; All information required by Exhibit 11 is presented within Note 2 of the Company’s condensed consolidated financial statements in accordance with the provisions of SFAS No. 128.
   
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.
   
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.
   
+ Filed herewith



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SIGNATURES

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

DYCOM INDUSTRIES, INC.
Registrant

Date:
May 28, 2010
/s/ Steven E. Nielsen
 
   
Name:  Steven E. Nielsen
Title: President and Chief Executive Officer
 
       
Date:
May 28, 2010
/s/ H. Andrew DeFerrari
 
   
Name:  H. Andrew DeFerrari
Title:  Senior Vice President and Chief Financial Officer