UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~July 30,~~October 29, 2022

☐ 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.)

11780 US Highway 1, Suite 600

Palm Beach Gardens,

33408

(Address of principal executive offices, including zip code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, par value $0.33 1/3 per share

New York Stock Exchange

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 every Interactive Data File required to be submitted 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 such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

There were ~~29,457,881~~29,556,659 shares of common stock with a par value of $0.33 1/3 outstanding at ~~August 23,~~November 21, 2022.

Dycom Industries, Inc.

Table of Contents



PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	43

SIGNATURES		44

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Table of Contents

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)

(Unaudited)


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and equivalents	Cash and equivalents	$	120,278	$	310,757	Cash and equivalents	$	65,285	$	310,757
Accounts receivable, net (Note 5)	Accounts receivable, net (Note 5)	1,118,595		895,898		Accounts receivable, net (Note 5)	1,244,482		895,898
Contract assets	Contract assets	45,715		24,539		Contract assets	53,319		24,539
Inventories	Inventories	98,883		81,291		Inventories	107,135		81,291
Income tax receivable	Income tax receivable	6,036		12,729		Income tax receivable	—		12,729
Other current assets	Other current assets	44,296		30,876		Other current assets	42,797		30,876
Total current assets	Total current assets	1,433,803		1,356,090		Total current assets	1,513,018		1,356,090

Property and equipment, net	Property and equipment, net	312,805		294,798		Property and equipment, net	337,175		294,798
Operating lease right-of-use assets	Operating lease right-of-use assets	64,788		61,101		Operating lease right-of-use assets	66,083		61,101
Goodwill	Goodwill	272,485		272,485		Goodwill	272,485		272,485
Intangible assets, net	Intangible assets, net	94,020		101,832		Intangible assets, net	90,138		101,832
Other assets	Other assets	28,469		31,918		Other assets	26,397		31,918

Total assets	Total assets	$	2,206,370	$	2,118,224	Total assets	$	2,305,296	$	2,118,224

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	187,570	$	155,896	Accounts payable	$	200,980	$	155,896
Current portion of debt	Current portion of debt	17,500		17,500		Current portion of debt	17,500		17,500
Contract liabilities	Contract liabilities	16,170		18,512		Contract liabilities	14,419		18,512
Accrued insurance claims	Accrued insurance claims	41,870		36,805		Accrued insurance claims	41,594		36,805
Operating lease liabilities	Operating lease liabilities	25,352		24,641		Operating lease liabilities	26,522		24,641
Income taxes payable	Income taxes payable	—		233		Income taxes payable	9,585		233
Other accrued liabilities	Other accrued liabilities	143,683		128,209		Other accrued liabilities	160,500		128,209
Total current liabilities	Total current liabilities	432,145		381,796		Total current liabilities	471,100		381,796

Long-term debt	Long-term debt	815,332		823,251		Long-term debt	811,350		823,251
Accrued insurance claims - non-current	Accrued insurance claims - non-current	45,240		48,238		Accrued insurance claims - non-current	48,719		48,238
Operating lease liabilities - non-current	Operating lease liabilities - non-current	39,276		36,519		Operating lease liabilities - non-current	39,513		36,519
Deferred tax liabilities, net - non-current	Deferred tax liabilities, net - non-current	62,373		55,674		Deferred tax liabilities, net - non-current	59,416		55,674
Other liabilities	Other liabilities	14,988		14,202		Other liabilities	16,582		14,202
Total liabilities	Total liabilities	1,409,354		1,359,680		Total liabilities	1,446,680		1,359,680

COMMITMENTS AND CONTINGENCIES (Note 19)	COMMITMENTS AND CONTINGENCIES (Note 19)					COMMITMENTS AND CONTINGENCIES (Note 19)

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, par value $1.00 per share: 1,000,000 shares authorized: no shares issued and outstanding	Preferred stock, par value $1.00 per share: 1,000,000 shares authorized: no shares issued and outstanding	—		—		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: 29,457,520 and 29,612,867 issued and outstanding, respectively		9,819		9,871
Common stock, par value $0.33 1/3 per share: 150,000,000 shares authorized: 29,556,182 and 29,612,867 issued and outstanding, respectively						Common stock, par value $0.33 1/3 per share: 150,000,000 shares authorized: 29,556,182 and 29,612,867 issued and outstanding, respectively	9,852		9,871
Additional paid-in capital	Additional paid-in capital	4,630		2,028		Additional paid-in capital	12,189		2,028
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,769)		(1,769)		Accumulated other comprehensive loss	(1,773)		(1,769)
Retained earnings	Retained earnings	784,336		748,414		Retained earnings	838,348		748,414
Total stockholders’ equity	Total stockholders’ equity	797,016		758,544		Total stockholders’ equity	858,616		758,544
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,206,370	$	2,118,224	Total liabilities and stockholders’ equity	$	2,305,296	$	2,118,224

See notes to the condensed consolidated financial statements.	See notes to the condensed consolidated financial statements.					See notes to the condensed consolidated financial statements.

Table of Contents

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share amounts)

(Unaudited)


		For the Three Months Ended					For the Three Months Ended
		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021

Contract revenues	Contract revenues	$	972,273	$	787,568	Contract revenues	$	1,042,423	$	853,973

Costs of earned revenues, excluding depreciation and amortization	Costs of earned revenues, excluding depreciation and amortization	797,980		651,367		Costs of earned revenues, excluding depreciation and amortization	850,897		705,865
General and administrative	General and administrative	73,336		64,730		General and administrative	78,798		66,899
Depreciation and amortization	Depreciation and amortization	35,345		38,462		Depreciation and amortization	35,454		37,766

Total	Total	906,661		754,559		Total	965,149		810,530

Interest expense, net	Interest expense, net	(9,347)		(9,334)		Interest expense, net	(10,592)		(9,132)

Other income, net	Other income, net	2,587		986		Other income, net	2,474		564
Income before income taxes	Income before income taxes	58,852		24,661		Income before income taxes	69,156		34,875

Provision for income taxes	Provision for income taxes	14,996		6,496		Provision for income taxes	15,144		6,158

Net income	Net income	$	43,856	$	18,165	Net income	$	54,012	$	28,717

Earnings per common share:	Earnings per common share:					Earnings per common share:
Basic earnings per common share	Basic earnings per common share	$	1.48	$	0.60	Basic earnings per common share	$	1.83	$	0.95

Diluted earnings per common share	Diluted earnings per common share	$	1.46	$	0.59	Diluted earnings per common share	$	1.80	$	0.94

Shares used in computing earnings per common share:	Shares used in computing earnings per common share:					Shares used in computing earnings per common share:
Basic	Basic	29,540,174		30,431,143		Basic	29,524,516		30,172,254

Diluted	Diluted	29,943,422		30,872,506		Diluted	29,978,795		30,614,706

See notes to the condensed consolidated financial statements.	See notes to the condensed consolidated financial statements.					See notes to the condensed consolidated financial statements.

Table of Contents

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share amounts)

(Unaudited)


		For the Six Months Ended					For the Nine Months Ended
		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021

Contract revenues	Contract revenues	$	1,848,573	$	1,515,065	Contract revenues	$	2,890,996	$	2,369,038

Costs of earned revenues, excluding depreciation and amortization	Costs of earned revenues, excluding depreciation and amortization	1,543,710		1,271,378		Costs of earned revenues, excluding depreciation and amortization	2,394,606		1,977,243
General and administrative	General and administrative	142,716		131,740		General and administrative	221,514		198,640
Depreciation and amortization	Depreciation and amortization	71,981		77,542		Depreciation and amortization	107,436		115,307

Total	Total	1,758,407		1,480,660		Total	2,723,556		2,291,190

Interest expense, net	Interest expense, net	(18,465)		(15,211)		Interest expense, net	(29,057)		(24,343)
Loss on debt extinguishment	Loss on debt extinguishment	—		(62)		Loss on debt extinguishment	—		(62)
Other income, net	Other income, net	7,381		3,703		Other income, net	9,856		4,267
Income before income taxes	Income before income taxes	79,082		22,835		Income before income taxes	148,239		57,710

Provision for income taxes	Provision for income taxes	15,690		3,772		Provision for income taxes	30,835		9,930

Net income	Net income	$	63,392	$	19,063	Net income	$	117,404	$	47,780

Earnings per common share:	Earnings per common share:					Earnings per common share:
Basic earnings per common share	Basic earnings per common share	$	2.14	$	0.62	Basic earnings per common share	$	3.97	$	1.57

Diluted earnings per common share	Diluted earnings per common share	$	2.11	$	0.61	Diluted earnings per common share	$	3.91	$	1.54

Shares used in computing earnings per common share:	Shares used in computing earnings per common share:					Shares used in computing earnings per common share:
Basic	Basic	29,579,498		30,553,381		Basic	29,561,172		30,426,337

Diluted	Diluted	30,021,486		31,085,985		Diluted	30,007,257		30,928,890

See notes to the condensed consolidated financial statements.	See notes to the condensed consolidated financial statements.					See notes to the condensed consolidated financial statements.

Table of Contents

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended				For the Nine Months Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net income	Net income	$	43,856	$	18,165	$	63,392	$	19,063	Net income	$	54,012	$	28,717	$	117,404	$	47,780
Foreign currency translation gain (loss), net of tax		—		(1)		—		1
Foreign currency translation (loss) gain, net of tax										Foreign currency translation (loss) gain, net of tax	(4)		1		(4)		2
Comprehensive income	Comprehensive income	$	43,856	$	18,164	$	63,392	$	19,064	Comprehensive income	$	54,008	$	28,718	$	117,400	$	47,782

See notes to the condensed consolidated financial statements.	See notes to the condensed consolidated financial statements.									See notes to the condensed consolidated financial statements.

Table of Contents

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands, except share amounts)

(Unaudited)


		For the Three Months Ended																		For the Three Months Ended
		July 30, 2022																		October 29, 2022
		Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Loss			Retained Earnings				Total Equity				Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Equity
		Shares	Amount								Shares								Amount
Balances as of April 30, 2022		29,543,766	$	9,848			$	3,128						$	(1,769)			$	747,132		$	758,338
Balances as of July 30, 2022																			Balances as of July 30, 2022	29,457,520			$	9,819		$	4,630		$	(1,769)		$	784,336		$	797,016
Stock options exercised	Stock options exercised	7,500	3		201				—			—				204			Stock options exercised	96,567			32		3,120			—			—			3,152
Stock-based compensation	Stock-based compensation	705	—		4,629				—			—				4,630			Stock-based compensation	290			—		4,515			—			—			4,515
Issuance of restricted stock, net of tax withholdings	Issuance of restricted stock, net of tax withholdings	9,579	3		(22)				—			—				(19)			Issuance of restricted stock, net of tax withholdings	1,805			1		(76)			—			—			(75)

Repurchase of common stock		(104,030)	(35)		(3,307)				—			(6,651)				(9,993)

Other comprehensive loss																			Other comprehensive loss	—			—		—			(4)			—			(4)
Net income	Net income	—	—		—				—			43,856				43,856			Net income	—			—		—			—			54,012			54,012
Balances as of July 30, 2022		29,457,520	$	9,819	$	4,630			$	(1,769)		$	784,336			$	797,016
Balances as of October 29, 2022																			Balances as of October 29, 2022	29,556,182			$	9,852	$	12,189		$	(1,773)		$	838,348		$	858,616

		For the Three Months Ended																		For the Three Months Ended
		July 31, 2021																		October 30, 2021
		Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Loss			Retained Earnings				Total Equity				Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Equity
		Shares	Amount								Shares								Amount
Balances as of May 1, 2021		30,778,154	$	10,259			$	3,807						$	(1,767)			$	797,654		$	809,953
Balances as of July 31, 2021																			Balances as of July 31, 2021	30,170,076			$	10,057		$	2,309		$	(1,768)		$	769,823		$	780,421
Stock options exercised	Stock options exercised	—	—		—				—			—				—			Stock options exercised	—			—		—			—			—			—
Stock-based compensation	Stock-based compensation	537	—		2,309				—			—				2,309			Stock-based compensation	524			—		1,789			—			—			1,789
Issuance of restricted stock, net of tax withholdings	Issuance of restricted stock, net of tax withholdings	23,023	9		(14)				—			—				(5)			Issuance of restricted stock, net of tax withholdings	5,886			2		(156)			—			—			(154)

Repurchase of common stock		(631,638)	(211)		(3,793)				—			(45,996)				(50,000)
Other comprehensive loss		—	—		—				(1)			—				(1)

Other comprehensive income																			Other comprehensive income	—			—		—			1			—			1
Net income	Net income	—	—		—				—			18,165				18,165			Net income	—			—		—			—			28,717			28,717
Balances as of July 31, 2021		30,170,076	$	10,057	$	2,309			$	(1,768)		$	769,823			$	780,421
Balances as of October 30, 2021																			Balances as of October 30, 2021	30,176,486			$	10,059	$	3,942		$	(1,767)		$	798,540		$	810,774

See notes to the condensed consolidated financial statements.	See notes to the condensed consolidated financial statements.																		See notes to the condensed consolidated financial statements.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

Table of Contents

~~DYCOM INDUSTRIES, INC. AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands, except share amounts)

(Unaudited)


		For the Six Months Ended																		For the Nine Months Ended
		July 30, 2022																		October 29, 2022
		Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Loss			Retained Earnings				Total Equity				Common Stock						Additional Paid-in Capital				Accumulated Other Comprehensive Loss				Retained Earnings				Total Equity
		Shares	Amount								Shares								Amount
Balances as of January 29, 2022	Balances as of January 29, 2022	29,612,867	$	9,871			$	2,028						$	(1,769)			$	748,414		$	758,544	Balances as of January 29, 2022		29,612,867			$	9,871			$	2,028			$	(1,769)			$	748,414	$	758,544
Stock options exercised	Stock options exercised	22,863	8		1,398				—			—				1,405			Stock options exercised	119,430			40				4,517				—								4,557
Stock-based compensation	Stock-based compensation	1,278	—		7,757				—			—				7,758			Stock-based compensation	1,568			1			12,272				—				—				12,273
Issuance of restricted stock, net of tax withholdings	Issuance of restricted stock, net of tax withholdings	124,542	42		(3,247)				—			(2,346)				(5,551)			Issuance of restricted stock, net of tax withholdings	126,347			42			(3,321)				—				(2,346)				(5,625)

Repurchase of common stock	Repurchase of common stock	(304,030)	(101)		(3,307)				—			(25,124)				(28,532)			Repurchase of common stock	(304,030)			(101)			(3,307)				—				(25,124)				(28,532)

Other comprehensive loss																			Other comprehensive loss	—			—			—				(4)				—				(4)
Net income	Net income	—	—		—				—			63,392				63,392			Net income	—			—			—				—				117,404				117,404
Balances as of July 30, 2022		29,457,520	$	9,819	$	4,630			$	(1,769)		$	784,336			$	797,016
Balances as of October 29, 2022																			Balances as of October 29, 2022	29,556,182			$	9,852		$	12,189			$	(1,773)			$	838,348			$	858,616

		For the Six Months Ended																		For the Nine Months Ended
		July 31, 2021																		October 30, 2021
		Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Loss			Retained Earnings				Total Equity				Common Stock						Additional Paid-in Capital				Accumulated Other Comprehensive Loss				Retained Earnings				Total Equity
		Shares	Amount								Shares								Amount
Balances as of January 30, 2021	Balances as of January 30, 2021	30,615,167	$	10,205			$	2,284						$	(1,769)			$	800,588		$	811,308	Balances as of January 30, 2021		30,615,167			$	10,205			$	2,284			$	(1,769)			$	800,588	$	811,308
Stock options exercised	Stock options exercised	11,169	4		362				—			—				366			Stock options exercised	11,169			4				362				—				—				366
Stock-based compensation	Stock-based compensation	1,241	—		6,049				—			—				6,049			Stock-based compensation	1,765			1			7,838				—				—				7,838
Issuance of restricted stock, net of tax withholdings	Issuance of restricted stock, net of tax withholdings	174,137	59		(2,592)				—			(3,832)				(6,365)			Issuance of restricted stock, net of tax withholdings	180,023			60			(2,748)				—				(3,832)				(6,520)

Repurchase of common stock	Repurchase of common stock	(631,638)	(211)		(3,793)				—			(45,996)				(50,000)			Repurchase of common stock	(631,638)			(211)			(3,793)				—				(45,996)				(50,000)
Other comprehensive income	Other comprehensive income	—	—		—				1			—				1			Other comprehensive income	—			—			—				2				—				2
Net income	Net income	—	—		—				—			19,063				19,063			Net income	—			—			—				—				47,780				47,780
Balances as of July 31, 2021		30,170,076	$	10,057	$	2,309			$	(1,768)		$	769,823			$	780,421
Balances as of October 30, 2021																			Balances as of October 30, 2021	30,176,486			$	10,059		$	3,942			$	(1,767)			$	798,540			$	810,774

See notes to the condensed consolidated financial statements.	See notes to the condensed consolidated financial statements.																		See notes to the condensed consolidated financial statements.

Table of Contents

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


		For the Six Months Ended					For the Nine Months Ended
		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	63,392	$	19,063	Net income	$	117,404	$	47,780
Adjustments to reconcile net income to net cash (used in) provided by operating activities:	Adjustments to reconcile net income to net cash (used in) provided by operating activities:					Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	Depreciation and amortization	71,981		77,542		Depreciation and amortization	107,436		115,307
Non-cash lease expense	Non-cash lease expense	15,767		15,986		Non-cash lease expense	23,775		23,865
Deferred income tax provision	Deferred income tax provision	6,699		6,412		Deferred income tax provision	3,742		8,712
Stock-based compensation	Stock-based compensation	7,758		6,049		Stock-based compensation	12,273		7,838
Amortization of debt discount	Amortization of debt discount	—		1,329		Amortization of debt discount	—		1,665
Provision for bad debt, net	Provision for bad debt, net	134		2,901		Provision for bad debt, net	2,149		2,918
Gain on sale of fixed assets	Gain on sale of fixed assets	(8,856)		(3,844)		Gain on sale of fixed assets	(13,991)		(4,259)
Loss on debt extinguishment	Loss on debt extinguishment	—		62		Loss on debt extinguishment	—		62

Amortization of debt issuance costs and other	Amortization of debt issuance costs and other	1,443		1,392		Amortization of debt issuance costs and other	2,140		2,123

Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Accounts receivable, net	Accounts receivable, net	(222,831)		(73,898)		Accounts receivable, net	(350,734)		(104,536)
Contract assets, net	Contract assets, net	(23,518)		32,803		Contract assets, net	(32,874)		86,267
Other current assets and inventories	Other current assets and inventories	(30,658)		(13,064)		Other current assets and inventories	(37,753)		(7,469)
Other assets	Other assets	2,556		2,235		Other assets	4,238		3,412
Income taxes receivable/payable	Income taxes receivable/payable	6,460		(14,193)		Income taxes receivable/payable	22,081		(12,177)
Accounts payable	Accounts payable	29,295		8,737		Accounts payable	42,143		13,215
Accrued liabilities, insurance claims, operating lease liabilities, and other liabilities	Accrued liabilities, insurance claims, operating lease liabilities, and other liabilities	3,429		(10,706)		Accrued liabilities, insurance claims, operating lease liabilities, and other liabilities	16,515		(21,610)
Net cash (used in) provided by operating activities	Net cash (used in) provided by operating activities	(76,949)		58,806		Net cash (used in) provided by operating activities	(81,456)		163,113

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(80,932)		(68,352)		Capital expenditures	(135,777)		(113,477)
Proceeds from sale of assets	Proceeds from sale of assets	8,830		4,235		Proceeds from sale of assets	14,486		5,226

Net cash used in investing activities	Net cash used in investing activities	(72,102)		(64,117)		Net cash used in investing activities	(121,291)		(108,251)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from 2029 Notes	Proceeds from 2029 Notes	—		500,000		Proceeds from 2029 Notes	—		500,000
Proceeds from borrowings on senior credit agreement, including term loan	Proceeds from borrowings on senior credit agreement, including term loan	—		95,000		Proceeds from borrowings on senior credit agreement, including term loan	—		95,000
Principal payments on senior credit agreement, including term loan	Principal payments on senior credit agreement, including term loan	(8,750)		(271,875)		Principal payments on senior credit agreement, including term loan	(13,125)		(271,875)

Debt issuance costs	Debt issuance costs	—		(11,638)		Debt issuance costs	—		(11,638)
Repurchase of common stock	Repurchase of common stock	(28,532)		(50,000)		Repurchase of common stock	(28,532)		(50,000)

Extinguishment of 2021 Convertible Notes						Extinguishment of 2021 Convertible Notes	—		(58,264)

Exercise of stock options	Exercise of stock options	1,405		366		Exercise of stock options	4,557		366
Restricted stock tax withholdings	Restricted stock tax withholdings	(5,551)		(6,365)		Restricted stock tax withholdings	(5,625)		(6,520)

Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(41,428)		255,488		Net cash (used in) provided by financing activities	(42,725)		197,069
Net (decrease) increase in cash, cash equivalents and restricted cash	Net (decrease) increase in cash, cash equivalents and restricted cash	(190,479)		250,177		Net (decrease) increase in cash, cash equivalents and restricted cash	(245,472)		251,931

Cash, cash equivalents and restricted cash at beginning of period (Note 7)	Cash, cash equivalents and restricted cash at beginning of period (Note 7)	312,561		13,574		Cash, cash equivalents and restricted cash at beginning of period (Note 7)	312,561		13,574

Cash, cash equivalents and restricted cash at end of period (Note 7)	Cash, cash equivalents and restricted cash at end of period (Note 7)	$	122,082	$	263,751	Cash, cash equivalents and restricted cash at end of period (Note 7)	$	67,089	$	265,505

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Supplemental disclosure of other cash flow activities and non-cash investing and financing activities:	Supplemental disclosure of other cash flow activities and non-cash investing and financing activities:					Supplemental disclosure of other cash flow activities and non-cash investing and financing activities:
Cash paid for interest	Cash paid for interest	$	16,641	$	4,997	Cash paid for interest	$	32,338	$	19,580
Cash paid for taxes, net	Cash paid for taxes, net	$	1,897	$	12,294	Cash paid for taxes, net	$	3,811	$	12,653
Purchases of capital assets included in accounts payable or other accrued liabilities at period end	Purchases of capital assets included in accounts payable or other accrued liabilities at period end	$	8,238	$	9,736	Purchases of capital assets included in accounts payable or other accrued liabilities at period end	$	9,513	$	6,165

See notes to the condensed consolidated financial statements.	See notes to the condensed consolidated financial statements.					See notes to the condensed consolidated financial statements.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

Dycom Industries, Inc. (“Dycom”, the “Company”, “we”, “our”, or “us”) is a leading provider of specialty contracting services throughout the United States. These services include program management; planning; engineering and design; aerial, underground, and wireless construction; maintenance; and fulfillment services for telecommunications providers. Additionally, Dycom provides underground facility locating services for various utilities, including telecommunications providers, and other construction and maintenance services for electric and gas utilities. Dycom supplies the labor, tools, and equipment necessary to provide these services to its customers.

The Company uses a 52/53 week fiscal year ending on the last Saturday in January. Fiscal 2022 and fiscal 2023 each consist of 52 weeks of operations. The next 53 week fiscal period will occur in the fiscal year ending January 31, 2026.

The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries, all of which are wholly-owned, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2022, filed with the SEC on March 4, 2022. In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods presented have been included. This includes all normal and recurring adjustments and elimination of intercompany accounts and transactions. Operating results for the interim period are not necessarily indicative of the results expected for any subsequent interim or annual period.

Segment Information. The Company operates in 1one reportable segment. Its services are provided by its operating segments on a decentralized basis. Each operating segment consists of a subsidiary (or in certain instances, the combination of two or more subsidiaries), the results of which are regularly reviewed by the Company’s Chief Executive Officer, the chief operating decision maker. All of the Company’s operating segments have been aggregated into 1one reportable segment based on their similar economic characteristics, nature of services and production processes, type of customers, and service distribution methods.

The United States continues to be impacted by a pandemic caused by a novel strain of coronavirus, including variants of the coronavirus (“COVID-19”). The response to COVID-19 by businesses and governmental agencies, and the ongoing impacts of COVID-19 on global supply chains continues to affect the economy. As the COVID-19 pandemic continues to evolve, we are closely monitoring its impact on all aspects of our business, including how it impacts our customers, subcontractors, suppliers, vendors and employees, in addition to its impact on our ability to provide services to our customers. We believe the full extent of the impact of the COVID-19 pandemic on the Company's operating results, cash flow and financial condition will be determined by factors which are uncertain, unpredictable and outside of our control, including the duration and severity of the pandemic, any worsening of the pandemic, the effectiveness of vaccinations or prior infection to protect against infection or a subsequent infection, the severity of impacts to the health of infected persons, the nature and duration of the containment and mitigation actions taken by federal, state and local governments and protocols and contractual requirements implemented by our customers, and the resulting impact on the demand for our services from our customers. In addition, the ability of our employees and our suppliers’ and customers’ employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, or as a result of the control measures noted above. Our customers may be directly impacted by business curtailments or weak market conditions and may not be willing to continue using the services we provide. Furthermore, the COVID-19 pandemic may cause delays in our provision of services due to interruptions or restrictions in our ability to obtain permits from government agencies and as a result of constraints to the availability of labor, supplies and equipment. The situation surrounding COVID-19 remains fluid, and if disruptions do arise, they could materially adversely impact our business.

2. Significant Accounting Policies and Estimates

There have been no material changes to the Company’s significant accounting policies and critical accounting estimates described in the Company’s Annual Report on Form 10-K for fiscal 2022.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and

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accompanying notes. These estimates are based on our historical experience and management’s understanding of current facts and circumstances. At the time they are made, we believe that such estimates are fair when considered in conjunction with the Company’s consolidated financial position and results of operations taken as a whole. However, actual results could differ materially from those estimates.

3. Accounting Standards

Recently issued accounting pronouncements are disclosed in the Company’s Annual Report on Form 10-K for fiscal 2022. As of the date of this Quarterly Report on Form 10-Q, there have been no changes in the expected dates of adoption or estimated effects on the Company’s condensed consolidated financial statements of recently issued accounting pronouncements from those disclosed in the Company’s Annual Report on Form 10-K for fiscal 2022. Further, there have been no additional accounting standards issued as of the date of this Quarterly Report on Form 10-Q that are applicable to the condensed consolidated financial statements of the Company.

Accounting Standards Not Yet Adopted

All other new accounting pronouncements that have been issued but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.

4. Computation of Earnings per Common Share

The following table sets forth the computation of basic and diluted earnings per common share (dollars in thousands, except per share amounts):


		For the Three Months Ended				For the Six Months Ended						For the Three Months Ended				For the Nine Months Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021				October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net income available to common stockholders (numerator)	Net income available to common stockholders (numerator)	$	43,856	$	18,165	$	63,392	$	19,063		Net income available to common stockholders (numerator)	$	54,012	$	28,717	$	117,404	$	47,780

Weighted-average number of common shares (denominator)	Weighted-average number of common shares (denominator)	29,540,174		30,431,143		29,579,498		30,553,381			Weighted-average number of common shares (denominator)	29,524,516		30,172,254		29,561,172		30,426,337

Basic earnings per common share	Basic earnings per common share	$	1.48	$	0.60	$	2.14	$	0.62		Basic earnings per common share	$	1.83	$	0.95	$	3.97	$	1.57

Weighted-average number of common shares	Weighted-average number of common shares	29,540,174		30,431,143		29,579,498		30,553,381			Weighted-average number of common shares	29,524,516		30,172,254		29,561,172		30,426,337
Potential shares of common stock arising from stock options, and unvested restricted share units	Potential shares of common stock arising from stock options, and unvested restricted share units	403,248		441,363		441,988		532,604			Potential shares of common stock arising from stock options, and unvested restricted share units	454,279		442,452		446,085		502,553
Total shares-diluted (denominator)	Total shares-diluted (denominator)	29,943,422		30,872,506		30,021,486		31,085,985			Total shares-diluted (denominator)	29,978,795		30,614,706		30,007,257		30,928,890

Diluted earnings per common share	Diluted earnings per common share	$	1.46	$	0.59	$	2.11	$	0.61		Diluted earnings per common share	$	1.80	$	0.94	$	3.91	$	1.54

Anti-dilutive weighted shares excluded from the calculation of earnings per common share:	Anti-dilutive weighted shares excluded from the calculation of earnings per common share:									Anti-dilutive weighted shares excluded from the calculation of earnings per common share:
Stock-based awards	Stock-based awards	198,043		226,894		157,879		88,613			Stock-based awards	93,147		218,525		98,863		89,765
0.75% convertible senior notes due 2021(1) (2)	0.75% convertible senior notes due 2021(1) (2)	—		601,349		—		601,349			0.75% convertible senior notes due 2021(1) (2)	—		297,367		—		500,017
Warrants(1) (2)	Warrants(1) (2)	—		601,349		—		601,349			Warrants(1) (2)	—		601,349		—		601,349
Total	Total	198,043		1,429,592		157,879		1,291,311			Total	93,147		1,117,241		98,863		1,191,131

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(1) The Company used the treasury stock method for calculating any potential dilutive impact on earnings per common share if our average stock price for the period exceeded the $96.89 per share conversion price. There was no dilutive impact on earnings per common share during any of the periods presented as our average stock price did not exceed the per share conversion price and the 2021 Convertible Notes (as defined in Note 13) matured on September 15, 2021. The warrants associated with our 2021 Convertible Notes would have had a dilutive impact on earnings per common share if our average stock price for the period had exceeded the $130.43 per share warrant strike price. As our average stock price did not exceed the strike price for the warrants for any periods presented, the underlying common shares were anti-dilutive as reflected in the table above. The warrants were scheduled to expire on a series of dates concluding on May 9, 2022. During the fourth quarter of fiscal 2022, we purchased the remaining warrants for $0.7 million and there are no additional warrants outstanding.

(2) In connection with the offering of the 2021 Convertible Notes, we entered into convertible note hedge transactions with counterparties for the purpose of reducing the potential dilution to common stockholders from the conversion of the 2021 Convertible Notes and offsetting any potential cash payments in excess of the principal amount of the 2021 Convertible Notes. Prior to conversion, the convertible note hedge was not included for purposes of the calculation of earnings per common share as its effect would be anti-dilutive. Upon any conversion, the convertible note hedge was expected to offset the dilutive effect of the 2021 Convertible Notes when the average stock price for the period was above $96.89 per share. The 2021 Convertible Notes matured on September 15, 2021. The convertible note hedge transactions expired on September 13, 2021. See Note 13, Debt, for additional information related to our 2021 Convertible Notes, warrant transactions, and hedge transactions.

5. Accounts Receivable, Contract Assets, and Contract Liabilities

The following provides further details on the balance sheet accounts of accounts receivable, net; contract assets; and contract liabilities.

Accounts Receivable

Accounts receivable, net, classified as current, consisted of the following (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Trade accounts receivable	Trade accounts receivable	$	412,859	$	330,811	Trade accounts receivable	$	467,812	$	330,811
Unbilled accounts receivable	Unbilled accounts receivable	682,119		545,493		Unbilled accounts receivable	751,329		545,493
Retainage	Retainage	24,402		20,318		Retainage	28,138		20,318
Total	Total	1,119,380		896,622		Total	1,247,279		896,622
Less: allowance for doubtful accounts	Less: allowance for doubtful accounts	(785)		(724)		Less: allowance for doubtful accounts	(2,797)		(724)
Accounts receivable, net	Accounts receivable, net	$	1,118,595	$	895,898	Accounts receivable, net	$	1,244,482	$	895,898

We maintain an allowance for doubtful accounts for estimated losses on uncollected balances. The allowance for doubtful accounts changed as follows (dollars in thousands):


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended				For the Nine Months Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Allowance for doubtful accounts at beginning of period	Allowance for doubtful accounts at beginning of period	$	761	$	4,237	$	724	$	1,676	Allowance for doubtful accounts at beginning of period	$	785	$	1,527	$	724	$	1,676
Provision for bad debt	Provision for bad debt	102		78		134		2,901		Provision for bad debt	2,012		17		2,149		2,918
Amounts charged against the allowance	Amounts charged against the allowance	(78)		(2,788)		(73)		(3,050)		Amounts charged against the allowance	—		(5)		(76)		(3,055)
Allowance for doubtful accounts at end of period	Allowance for doubtful accounts at end of period	$	785	$	1,527	$	785	$	1,527	Allowance for doubtful accounts at end of period	$	2,797	$	1,539	$	2,797	$	1,539

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Contract Assets and Contract Liabilities

Net contract assets consisted of the following (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Contract assets	Contract assets	$	45,715	$	24,539	Contract assets	$	53,319	$	24,539
Contract liabilities	Contract liabilities	16,170		18,512		Contract liabilities	14,419		18,512
Contract assets, net	Contract assets, net	$	29,545	$	6,027	Contract assets, net	$	38,900	$	6,027

The increase in net contract assets primarily resulted from increased services performed under contracts consisting of multiple tasks. During the three and ~~six~~nine months ended ~~July 30,~~October 29, 2022, we performed services and recognized ~~$3.6~~$2.8 million and ~~$11.3~~$14.2 million of contract revenues related to contract liabilities that existed at January 29, 2022. See Note 6, Other Current Assets and Other Assets, for information on our long-term contract assets.

Customer Credit Concentration

Customers whose combined amounts of accounts receivable and contract assets, net, exceeded 10% of total combined accounts receivable and contract assets, net, as of ~~July 30,~~October 29, 2022 or January 29, 2022 were as follows (dollars in millions):


		July 30, 2022			January 29, 2022				October 29, 2022			January 29, 2022
		Amount		% of Total	Amount		% of Total		Amount		% of Total	Amount		% of Total
Lumen Technologies	Lumen Technologies	$	231.1	20.1%	$	166.0	18.4%	Lumen Technologies	$	226.9	17.6%	$	166.0	18.4%
AT&T Inc.	AT&T Inc.	$	162.3	14.1%	$	106.0	11.7%	AT&T Inc.	$	176.1	13.7%	$	106.0	11.7%
Verizon Communications Inc.	Verizon Communications Inc.	$	147.7	12.9%	$	144.3	16.0%	Verizon Communications Inc.	$	153.8	12.0%	$	144.3	16.0%
Comcast Corporation	Comcast Corporation	$	133.9	11.7%	$	113.5	12.6%	Comcast Corporation	$	145.9	11.3%	$	113.5	12.6%

We believe that none of the customers above were experiencing financial difficulties that would materially impact the collectability of the Company’s total accounts receivable and contract assets, net, as of ~~July 30,~~October 29, 2022 or January 29, 2022.

6. Other Current Assets and Other Assets

Other current assets consisted of the following (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Prepaid expenses	Prepaid expenses	$	25,960	$	14,640	Prepaid expenses	$	23,507	$	14,640
Deposits and other current assets	Deposits and other current assets	16,515		14,083		Deposits and other current assets	17,813		14,083
Insurance recoveries/receivables for accrued insurance claims	Insurance recoveries/receivables for accrued insurance claims	69		756		Insurance recoveries/receivables for accrued insurance claims	69		756
Restricted cash	Restricted cash	1,372		1,372		Restricted cash	1,372		1,372
Receivables on equipment sales	Receivables on equipment sales	380		25		Receivables on equipment sales	36		25
Other current assets	Other current assets	$	44,296	$	30,876	Other current assets	$	42,797	$	30,876

Other assets consisted of the following (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Long-term contract assets	Long-term contract assets	$	10,991	$	14,056	Long-term contract assets	$	9,561	$	14,056
Deferred financing costs	Deferred financing costs	4,221		4,834		Deferred financing costs	3,988		4,834
Restricted cash	Restricted cash	432		432		Restricted cash	432		432
Insurance recoveries/receivables for accrued insurance claims	Insurance recoveries/receivables for accrued insurance claims	3,405		3,687		Insurance recoveries/receivables for accrued insurance claims	3,324		3,687

Other non-current deposits and assets	Other non-current deposits and assets	9,420		8,909		Other non-current deposits and assets	9,092		8,909
Other assets	Other assets	$	28,469	$	31,918	Other assets	$	26,397	$	31,918

Long-term contract assets represent payments made to customers pursuant to long-term agreements and are recognized as a reduction of contract revenues over the period for which the related services are provided to the customers.

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See Note 10, Accrued Insurance Claims, for information on our Insurance recoveries/receivables.

7. Cash, Cash Equivalents and Restricted Cash

Amounts of cash, cash equivalents and restricted cash reported in the condensed consolidated statement of cash flows consisted of the following (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Cash and cash equivalents	Cash and cash equivalents	$	120,278	$	310,757	Cash and cash equivalents	$	65,285	$	310,757
Restricted cash included in:	Restricted cash included in:					Restricted cash included in:
Other current assets	Other current assets	1,372		1,372		Other current assets	1,372		1,372
Other assets (long-term)	Other assets (long-term)	432		432		Other assets (long-term)	432		432
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	$	122,082	$	312,561	Cash, cash equivalents and restricted cash	$	67,089	$	312,561

8. Property and Equipment

Property and equipment consisted of the following (dollars in thousands):


		Estimated Useful Lives (Years)	July 30, 2022		January 29, 2022			Estimated Useful Lives (Years)	October 29, 2022		January 29, 2022
Land	Land	—	$	4,127	$	4,127	Land	—	$	8,419	$	4,127
Buildings	Buildings	10-35	10,421		10,649		Buildings	10-35	10,445		10,649
Leasehold improvements	Leasehold improvements	1-10	17,814		17,706		Leasehold improvements	1-10	17,973		17,706
Vehicles	Vehicles	1-5	748,196		714,515		Vehicles	1-5	774,324		714,515
Computer hardware and software	Computer hardware and software	1-7	160,876		153,072		Computer hardware and software	1-7	163,660		153,072
Office furniture and equipment	Office furniture and equipment	1-10	12,596		12,939		Office furniture and equipment	1-10	12,536		12,939
Equipment and machinery	Equipment and machinery	1-10	343,613		329,145		Equipment and machinery	1-10	350,515		329,145
Total	Total		1,297,643		1,242,153		Total		1,337,872		1,242,153
Less: accumulated depreciation	Less: accumulated depreciation		(984,838)		(947,355)		Less: accumulated depreciation		(1,000,697)		(947,355)
Property and equipment, net	Property and equipment, net		$	312,805	$	294,798	Property and equipment, net		$	337,175	$	294,798

Depreciation expense was ~~$31.5~~$31.6 million and ~~$33.8~~$33.7 million for the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively, and ~~$64.2~~$95.7 million and ~~$68.2~~$101.8 million for the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively.

9. Goodwill and Intangible Assets

Goodwill

There was no change in the carrying amount of goodwill during the ~~six~~nine months ended ~~July 30,~~October 29, 2022. The goodwill balance consisted of the following (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Goodwill, gross	Goodwill, gross	$	521,516	$	521,516	Goodwill, gross	$	521,516	$	521,516
Accumulated impairment losses	Accumulated impairment losses	(249,031)		(249,031)		Accumulated impairment losses	(249,031)		(249,031)
Total	Total	$	272,485	$	272,485	Total	$	272,485	$	272,485

The Company’s goodwill resides in multiple reporting units and primarily consists of expected synergies, together with the expansion of the Company’s geographic presence and strengthening of its customer base from acquisitions. Goodwill and other indefinite-lived intangible assets are assessed annually for impairment, or more frequently if events occur that would indicate a potential reduction in the fair value of a reporting unit below its carrying value. The profitability of individual reporting units may suffer periodically due to downturns in customer demand, increased costs of providing services, and the level of overall economic activity. The Company’s customers may reduce capital expenditures and defer or cancel pending projects due to

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areas of their business, or other reasons. The profitability of reporting units may also suffer if actual costs of providing services exceed the costs anticipated when the Company enters into contracts. Additionally, adverse conditions in the economy and future volatility in the equity and credit markets could impact the valuation of the Company’s reporting units. The cyclical nature of the Company’s business, the high level of competition existing within its industry, and the concentration of its revenues from a limited number of customers may also cause results to vary. These factors may affect individual reporting units disproportionately, relative to the Company as a whole. As a result, the performance of one or more of the reporting units could decline, resulting in an impairment of goodwill or intangible assets.

The Company performs its annual impairment assessment as of the first day of the fourth fiscal quarter of each fiscal year. As a result of the Company’s fiscal 2022 period assessment, the Company determined that the fair values of each of the reporting units and the indefinite-lived intangible asset were in excess of their carrying values and no impairment had occurred. As of ~~July 30,~~October 29, 2022, the Company continues to believe the remaining goodwill and the indefinite-lived intangible asset are recoverable for all of its reporting units.

Intangible Assets

Our intangible assets consisted of the following (dollars in thousands):


		July 30, 2022							January 29, 2022							October 29, 2022							January 29, 2022
		Weighted Average Remaining Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net			Weighted Average Remaining Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
Customer relationships	Customer relationships	8.0	$	312,017	$	223,552	$	88,465	$	312,017	$	215,806	$	96,211	Customer relationships	7.8	$	312,017	$	227,407	$	84,610	$	312,017	$	215,806	$	96,211
Trade names, finite	Trade names, finite	8.0	9,250		8,395		855		9,250		8,329		921		Trade names, finite	7.8	9,250		8,422		828		9,250		8,329		921
Trade name, indefinite	Trade name, indefinite	—	4,700		—		4,700		4,700		—		4,700		Trade name, indefinite	—	4,700		—		4,700		4,700		—		4,700

			$	325,967	$	231,947	$	94,020	$	325,967	$	224,135	$	101,832			$	325,967	$	235,829	$	90,138	$	325,967	$	224,135	$	101,832

Amortization of our customer relationship intangibles is recognized on an accelerated basis as a function of the expected economic benefit. Amortization of our other finite-lived intangibles is recognized on a straight-line basis over the estimated useful life. Amortization expense for finite-lived intangible assets was $3.9 million and ~~$4.7~~$4.1 million for the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively, and ~~$7.8~~$11.7 million and ~~$9.4~~$13.5 million for the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively.

As of ~~July 30,~~October 29, 2022, we believe that the carrying amounts of our intangible assets are recoverable. However, if adverse events were to occur or circumstances were to change indicating that the carrying amount of such assets may not be fully recoverable, the assets would be reviewed for impairment.

10. Accrued Insurance Claims

Within our insurance program, we retain the risk of loss on a per occurrence basis in varying amounts depending on the type of claim and the terms of the applicable insurance coverage. Additionally, we retain the risk of loss, up to certain annual aggregate stop loss limits, for claims covered by our automobile liability, general liability (including claims relating to underground facility locating services), ~~works’~~workers’ compensation, and employee group health. Losses for covered claims beyond our retained risk of loss are paid or reimbursed by our insurance carriers up to our coverage limits.

For fiscal 2022, with regard to workers’ compensation losses, we retained the risk of loss up to $1.0 million on a per occurrence basis. This retention amount is applicable to all of the states in which we operate, except with respect to workers’ compensation insurance in 2two states in which we participate in state-sponsored insurance funds. With regard to automobile liability and general liability losses for fiscal 2022, we retained the risk of loss up to $1.0 million on a per-occurrence basis for the first $5.0 million of insurance coverage. We also retained the risk of loss for automobile and general liability for the next $5.0 million on a per-occurrence basis with aggregate loss limits of $11.5 million within this layer of retention. In addition, we retained $10.0 million risk of loss on a per occurrence basis for losses above $30.0 million.

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For fiscal 2023, with regard to workers’ compensation losses, our retention of risk remains the same as fiscal 2022. With regard to automobile liability and general liability losses, our retention of risk remains the same as fiscal 2022, with the exception that we retained an additional $5.0 million risk of loss on a per occurrence basis for losses above $10.0 million, if any.

We are party to a stop-loss agreement for losses under our employee group health plan. For the calendar year 2022, we retain the risk of loss on an annual basis, up to the first $600,000 of claims per participant.

Amounts for total accrued insurance claims and insurance recoveries/receivables are as follows (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Accrued insurance claims - current	Accrued insurance claims - current	$	41,870	$	36,805	Accrued insurance claims - current	$	41,594	$	36,805
Accrued insurance claims - non-current	Accrued insurance claims - non-current	45,240		48,238		Accrued insurance claims - non-current	48,719		48,238
Accrued insurance claims	Accrued insurance claims	$	87,110	$	85,043	Accrued insurance claims	$	90,313	$	85,043

Insurance recoveries/receivables:	Insurance recoveries/receivables:					Insurance recoveries/receivables:
Current (included in Other current assets)	Current (included in Other current assets)	$	69	$	756	Current (included in Other current assets)	$	69	$	756
Non-current (included in Other assets)	Non-current (included in Other assets)	3,405		3,687		Non-current (included in Other assets)	3,324		3,687
Insurance recoveries/receivables	Insurance recoveries/receivables	$	3,474	$	4,443	Insurance recoveries/receivables	$	3,393	$	4,443

Insurance recoveries/receivables represent the amount of accrued insurance claims that are covered by insurance as the amounts exceed the Company’s loss retention. During the ~~six~~nine months ended ~~July 30,~~October 29, 2022, total insurance recoveries/receivables decreased approximately ~~$1.0~~$1.1 million primarily due to the settlement of claims that exceeded our loss retention. Accrued insurance claims decreased by a corresponding amount.

11. Leases

We lease the majority of our office facilities as well as certain equipment, all of which are accounted for as operating leases. These leases have remaining terms ranging from less than 1 year to approximately 8 years. Some leases include options to extend the lease for up to 5 years and others include options to terminate.

The following table summarizes the components of lease cost recognized in the condensed consolidated statements of operations for the three and ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 (dollars in thousands):


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended				For the Nine Months Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Lease cost under long-term operating leases	Lease cost under long-term operating leases	$	8,461	$	8,796	$	16,927	$	17,426	Lease cost under long-term operating leases	$	8,593	$	8,526	$	25,520	$	25,952
Lease cost under short-term operating leases	Lease cost under short-term operating leases	6,460		6,064		12,715		11,255		Lease cost under short-term operating leases	7,183		6,452		19,898		17,707
Variable lease cost under short-term and long-term operating leases(1)	Variable lease cost under short-term and long-term operating leases(1)	999		696		2,020		1,940		Variable lease cost under short-term and long-term operating leases(1)	897		756		2,917		2,696
Total lease cost	Total lease cost	$	15,920	$	15,556	$	31,662	$	30,621	Total lease cost	$	16,673	$	15,734	$	48,335	$	46,355

(1) Variable lease cost primarily includes insurance, maintenance, and other operating expenses related to our leased office facilities.

Our operating lease liabilities related to long-term operating leases were ~~$64.6~~$66.0 million as of ~~July 30,~~October 29, 2022 and $61.2 million as of January 29, 2022. Supplemental balance sheet information related to these liabilities is as follows:

July 30, 2022

January 29, 2022

October 29, 2022

January 29, 2022

Weighted average remaining lease term

3.0 years

3.1 years

Weighted average remaining lease term

2.9 years

3.1 years

Weighted average discount rate

3.5

3.8

Weighted average discount rate

3.7

3.8

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Supplemental cash flow information related to our long-term operating lease liabilities for the three and ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 is as follows (dollars in thousands):


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended				For the Nine Months Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Cash paid for amounts included in the measurement of lease liabilities	Cash paid for amounts included in the measurement of lease liabilities	$	9,582	$	6,835	$	17,470	$	17,586	Cash paid for amounts included in the measurement of lease liabilities	$	9,452	$	9,670	$	25,317	$	25,736
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	10,555	$	7,859	$	19,457	$	19,569	Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	9,202	$	3,075	$	28,659	$	22,644

As of ~~July 30,~~October 29, 2022, maturities of our lease liabilities under our long-term operating leases for the next five fiscal years and thereafter are as follows (dollars in thousands):


Fiscal Year	Fiscal Year	Amount		Fiscal Year	Amount
Remainder of 2023	Remainder of 2023	$	14,466	Remainder of 2023	$	7,347
2024	2024	24,646		2024	29,004
2025	2025	16,826		2025	20,281
2026	2026	8,286		2026	10,789
2027	2027	3,865		2027	4,787
Thereafter	Thereafter	1,784		Thereafter	2,062
Total lease payments	Total lease payments	69,873		Total lease payments	74,270
Less: imputed interest	Less: imputed interest	(5,245)		Less: imputed interest	(8,235)
Total	Total	$	64,628	Total	$	66,035

As of ~~July 30,~~October 29, 2022, the Company had additional operating leases with total leases costs of ~~$0.4~~$0.2 million, which will commence during the ~~third~~fourth quarter of fiscal 2023.

12. Other Accrued Liabilities

Other accrued liabilities consisted of the following (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Accrued payroll and related taxes	Accrued payroll and related taxes	$	53,283	$	47,303	Accrued payroll and related taxes	$	55,132	$	47,303
Accrued employee benefit and incentive plan costs	Accrued employee benefit and incentive plan costs	24,841		26,942		Accrued employee benefit and incentive plan costs	38,832		26,942
Accrued construction costs	Accrued construction costs	36,907		28,254		Accrued construction costs	43,847		28,254
Other current liabilities	Other current liabilities	28,652		25,710		Other current liabilities	22,689		25,710
Other accrued liabilities	Other accrued liabilities	$	143,683	$	128,209	Other accrued liabilities	$	160,500	$	128,209

13. Debt

Our outstanding indebtedness consisted of the following (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Credit agreement - Revolving facility (matures April 2026)	Credit agreement - Revolving facility (matures April 2026)	$	—	$	—	Credit agreement - Revolving facility (matures April 2026)	$	—	$	—
Credit agreement - Term loan facility, net (matures April 2026)	Credit agreement - Term loan facility, net (matures April 2026)	339,025		347,438		Credit agreement - Term loan facility, net (matures April 2026)	334,815		347,438
4.50% senior notes, net (mature April 2029)	4.50% senior notes, net (mature April 2029)	493,807		493,313		4.50% senior notes, net (mature April 2029)	494,035		493,313
		832,832		840,751			828,850		840,751
Less: current portion	Less: current portion	(17,500)		(17,500)		Less: current portion	(17,500)		(17,500)
Long-term debt	Long-term debt	$	815,332	$	823,251	Long-term debt	$	811,350	$	823,251

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Senior Credit Agreement

On April 1, 2021, the Company and certain of its subsidiaries amended its credit agreement, dated as of October 19, 2018, with the various lenders party thereto and Bank of America, N.A., as administrative agent (the “Credit Agreement”) to among other things, decrease the maximum revolver commitment to $650.0 million from $750.0 million and decrease the term loan facility to $350.0 million from $416.3 million. The Credit Agreement includes a $200.0 million sublimit for the issuance of letters of credit and a $50.0 million sublimit for swingline loans. As part of the amendment, the maturity of the Credit Agreement was extended to April 1, 2026.

The following table summarizes the net carrying value of the term loan as of ~~July 30,~~October 29, 2022 and January 29, 2022 (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Principal amount of term loan	Principal amount of term loan	$	341,250	$	350,000	Principal amount of term loan	$	336,875	$	350,000
Less: Debt issuance costs	Less: Debt issuance costs	(2,225)		(2,562)		Less: Debt issuance costs	(2,060)		(2,562)
Net carrying amount of term loan	Net carrying amount of term loan	$	339,025	$	347,438	Net carrying amount of term loan	$	334,815	$	347,438

Subject to certain conditions, the Credit Agreement provides us with the ability to enter into one or more incremental facilities either by increasing the revolving commitments under the Credit Agreement and/or by establishing one or more additional term loans, up to the sum of (i) $350.0 million and (ii) an aggregate amount such that, after giving effect to such incremental facilities on a pro forma basis (assuming that the amount of the incremental commitments are fully drawn and funded), the consolidated senior secured net leverage ratio does not exceed 2.25 to 1.00. The consolidated senior secured net leverage ratio is the ratio of our consolidated senior secured indebtedness reduced by unrestricted cash and equivalents in excess of $25.0 million to our trailing twelve-month consolidated earnings before interest, taxes, depreciation, and amortization, as defined by the Credit Agreement (“EBITDA”). Borrowings under the Credit Agreement are guaranteed by substantially all of our domestic subsidiaries and secured by 100% of the equity interests of our direct and indirect domestic subsidiaries and 65% of the voting equity interests and 100% of the non-voting interests of our first-tier foreign subsidiaries (subject to customary exceptions).

Under the Credit Agreement, borrowings bear interest at the rates described below based upon our consolidated net leverage ratio, which is the ratio of our consolidated total funded debt reduced by unrestricted cash and equivalents in excess of $25.0 million to our trailing twelve-month consolidated EBITDA, as defined by the Credit Agreement. In addition, we incur certain fees for unused balances and letters of credit at the rates described below, also based upon our consolidated net leverage ratio.


Borrowings - Eurodollar Rate Loans			1.25% - 2.00% plus LIBOR(1)
Borrowings - Base Rate Loans			0.25% - 1.00% plus Base rate(2)
Unused Revolver Commitment			0.20% - 0.40%
Standby Letters of Credit			1.25% - 2.00%
Commercial Letters of Credit			0.625% -1.000%

(1) To address the transition in financial markets away from LIBOR, the Credit Agreement includes provisions related to the replacement of LIBOR with a LIBOR Successor Rate (as defined in the Credit Agreement), which may be a rate based on the secured overnight financing rate published by the Federal Reserve Bank of New York.

(2) Base rate is described in our Credit Agreement as the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the administrative agent’s prime rate, and (iii) the Eurodollar rate plus 1.00% and, if such rate is less than zero, such rate shall be deemed zero.

Standby letters of credit of approximately $47.5 million and $46.3 million, issued as part of our insurance program, were outstanding under the Credit Agreement as of ~~July 30,~~October 29, 2022 and January 29, 2022, respectively.

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The weighted average interest rates and fees for balances under our Credit Agreement as of ~~July 30,~~October 29, 2022 and January 29, 2022 were as follows:


		Weighted Average Rate End of Period			Weighted Average Rate End of Period
		July 30, 2022	January 29, 2022		October 29, 2022	January 29, 2022
Borrowings - Term loan facility	Borrowings - Term loan facility	3.75%	1.86%	Borrowings - Term loan facility	5.16%	1.86%
Borrowings - Revolving facility(1)	Borrowings - Revolving facility(1)	—%	—%	Borrowings - Revolving facility(1)	—%	—%
Standby Letters of Credit	Standby Letters of Credit	1.75%	1.63%	Standby Letters of Credit	1.75%	1.63%
Unused Revolver Commitment	Unused Revolver Commitment	0.35%	0.30%	Unused Revolver Commitment	0.35%	0.30%

(1) There were no outstanding borrowings under our revolving facility as of ~~July 30,~~October 29, 2022 and January 29, 2022.

The Credit Agreement contains a financial covenant that requires us to maintain a consolidated net leverage ratio of not greater than 3.50 to 1.00, as measured at the end of each fiscal quarter, and provides for certain increases to this ratio in connection with permitted acquisitions. The agreement also contains a financial covenant that requires us to maintain a consolidated interest coverage ratio, which is the ratio of our trailing twelve-month consolidated EBITDA to our consolidated interest expense, each as defined by the Credit Agreement, of not less than 3.00 to 1.00, as measured at the end of each fiscal quarter. At ~~July 30,~~October 29, 2022 and January 29, 2022, we were in compliance with the financial covenants of our Credit Agreement and had borrowing availability under the revolving facility of ~~$341.1~~$419.2 million and $326.3 million, respectively, as determined by the most restrictive covenant. For calculation purposes, applicable cash on hand is netted against the funded debt amount as permitted in the Credit Agreement.

4.50% Senior Notes Due 2029

On April 1, 2021, we issued $500.0 million aggregate principal amount of 4.50% senior notes due 2029 (the “2029 Notes”). The 2029 Notes are guaranteed on a senior unsecured basis, jointly and severally, by all of our domestic subsidiaries that guarantee the Credit Agreement.

The indenture governing the 2029 Notes contains certain covenants that limit, among other things, our ability and the ability of certain of our subsidiaries to (i) incur additional debt and issue certain preferred stock, (ii) pay certain dividends on, repurchase, or make distributions in respect of, our and our Subsidiaries’ capital stock or make other payments restricted by the indenture, (iii) enter into agreements that place limitations on distributions made from certain of our subsidiaries, (iv) guarantee certain debt, (v) make certain investments, (vi) sell or exchange certain assets, (vii) enter into transactions with affiliates, (viii) create certain liens, and (ix) consolidate, merge or transfer all or substantially all of our or our Subsidiaries’ assets. These covenants are subject to a number of exceptions, limitations and qualifications as set forth in the indenture governing the 2029 Notes.

The following table summarizes the net carrying value of the 2029 Notes as of ~~July 30,~~October 29, 2022 and January 29, 2022 (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Principal amount of 2029 Notes	Principal amount of 2029 Notes	$	500,000	$	500,000	Principal amount of 2029 Notes	$	500,000	$	500,000
Less: Debt issuance costs	Less: Debt issuance costs	(6,193)		(6,687)		Less: Debt issuance costs	(5,965)		(6,687)
Net carrying amount of 2029 Notes	Net carrying amount of 2029 Notes	$	493,807	$	493,313	Net carrying amount of 2029 Notes	$	494,035	$	493,313

The following table summarizes the fair value of the 2029 Notes, net of debt issuance costs. The fair value of the 2029 Notes is based on the closing trading price per $100 of the 2029 Notes as of the last day of trading (Level 2), which was ~~$92.00~~$87.25 and $97.50 as of ~~July 30,~~October 29, 2022 and January 29, 2022, respectively (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Fair value of principal amount of 2029 Notes	Fair value of principal amount of 2029 Notes	$	460,000	$	487,500	Fair value of principal amount of 2029 Notes	$	436,250	$	487,500
Less: Debt issuance costs	Less: Debt issuance costs	(6,193)		(6,687)		Less: Debt issuance costs	(5,965)		(6,687)
Fair value of 2029 Notes	Fair value of 2029 Notes	$	453,807	$	480,813	Fair value of 2029 Notes	$	430,285	$	480,813

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0.75% Convertible Senior Notes Due 2021

On September 15, 2015, we issued 0.75% convertible senior notes in a private placement in the principal amount of $485.0 million (the “2021 Convertible Notes”). The 2021 Convertible Notes, governed by the terms of an indenture between the Company and a bank trustee, were unsecured obligations and did not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by the Company. The 2021 Convertible Notes bore interest at a rate of 0.75% per year, payable in cash semiannually in March and September, and matured on September 15, 2021. On the maturity date the outstanding balance of $58.3 million under the 2021 Convertible Notes was repaid in full and no 2021 Convertible Notes were converted prior to maturity.

In connection with the offering of the 2021 Convertible Notes, we entered into convertible note hedge transactions with counterparties for the purpose of reducing the potential dilution to common stockholders from the conversion of the 2021 Convertible Notes and offsetting any potential cash payments in excess of the principal amount of the 2021 Convertible Notes. We also entered into separately negotiated warrant transactions with the same counterparties whereby we sold warrants to purchase shares of our common stock at a price of $130.43 per share. The convertible note hedge transactions expired in September 2021. In addition, we unwound the remaining warrants during the fourth quarter of fiscal 2022 and, as a result, there are no additional warrants outstanding. For further information, see Note 13 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2022.

14. Income Taxes

Our interim income tax provisions are based on the effective income tax rate expected to be applicable for the full fiscal year, adjusted for specific items that are required to be recognized in the period in which they occur. Deferred tax assets and liabilities are based on the enacted tax rate that will apply in future periods when such assets and liabilities are expected to be settled or realized.

Our effective income tax rate was ~~25.5%~~21.9% and ~~26.3%~~17.7% for the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively, and ~~19.8%~~20.8% and ~~16.5%~~17.2% for the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively. The effective tax rate differs from the statutory rate primarily due to tax credits recognized, the impact of the vesting and exercise of share-based awards, and the difference in income tax rates from state to state where work was performed. The three and nine months ended October 29, 2022, includes approximately $1.8 million and $3.4 million, respectively, for tax benefits for credits related to tax filings for prior years. Additionally, the three and nine months ended October 30, 2021, includes approximately $3.0 million for incremental tax benefits for credits related to tax filings for prior periods. Other fluctuations in our effective income tax rate from the statutory rate each period are mainly attributable to changes in unrecognized tax benefits, tax law changes, and variances in non-deductible and non-taxable items.

During the first quarter of fiscal 2023, we were notified by the Internal Revenue Service that our federal income tax return for fiscal 2016 was selected for examination due to the net operating loss carryback claim filed in fiscal 2021. In addition, fiscal year 2020 was selected for examination in the second quarter of fiscal 2022. We believe our provision for income taxes is adequate; however, any assessment may affect our results of operations and cash flows.

15. Other Income, Net

The components of other income, net, were as follows (dollars in thousands):


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended				For the Nine Months Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Gain on sale of fixed assets	Gain on sale of fixed assets	$	3,467	$	992	$	8,856	$	3,844	Gain on sale of fixed assets	$	5,135	$	415	$	13,991	$	4,259
Discount fee expense	Discount fee expense	(1,315)		(384)		(2,416)		(873)		Discount fee expense	(3,266)		(403)		(5,682)		(1,277)
Miscellaneous income, net	Miscellaneous income, net	435		378		941		732		Miscellaneous income, net	605		552		1,547		1,285
Other income, net	Other income, net	$	2,587	$	986	$	7,381	$	3,703	Other income, net	$	2,474	$	564	$	9,856	$	4,267

We participate in a vendor payment program sponsored by one of our customers. Eligible accounts receivable from this customer are included in the program and payment is received pursuant to a non-recourse sale to a bank partner. This program effectively reduces the time to collect these receivables as compared to that customer’s standard payment terms. We incur a

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discount fee to the bank on the payments received that is reflected as discount fee expense in the table above and is included as an expense component in other income, net, in the condensed consolidated statements of operations.

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16. Capital Stock

Repurchases of Common Stock. On March 2, 2022 the Company announced that its Board of Directors had authorized a new $150 million program to repurchase shares of the Company’s outstanding common stock through August 2023 in open market or private transactions. The new authorization replaces the remaining $43.9 million that was available under the prior authorization. During the three months ended ~~July 30,~~October 29, 2022, ~~we repurchased 104,030~~the Company did not repurchase any shares of its own common ~~stock, at an average price of $96.06, for $10.0 million.~~stock. As of ~~July 30,~~October 29, 2022, $121.5 million of the authorization was available for repurchases.

Upon cancellation of shares repurchased or withheld for tax withholdings, the excess over par value is recorded as a reduction of additional paid-in capital until the balance is reduced to zero, with any additional excess recorded as a reduction of retained earnings. During the ~~three and six~~nine months ended ~~July 30,~~October 29, 2022, ~~$6.7 million and~~ $27.5 million ~~respectively,~~ was charged to retained earnings related to shares canceled during the period.

17. Stock-Based Awards

We have certain stock-based compensation plans under which we grant stock-based awards, including common stock, stock options, time-based restricted share units (“RSUs”), and performance-based restricted share units (“Performance RSUs”) to attract, retain, and reward talented employees, officers, and directors, and to align stockholder and employee interests.

Compensation expense for stock-based awards is based on fair value at the measurement date. This expense fluctuates over time as a function of the duration of vesting periods of the stock-based awards and the Company’s performance, as measured by criteria set forth in performance-based awards. Stock-based compensation expense is included in general and administrative expenses in the condensed consolidated statements of operations and the amount of expense ultimately recognized depends on the quantity of awards that actually vest. Accordingly, stock-based compensation expense may vary from period to period.

The performance criteria for the Company’s performance-based equity awards utilize the Company’s operating earnings (adjusted for certain amounts) as a percentage of contract revenues for the applicable annual period (a “Performance Year”) and its Performance Year operating cash flow level (adjusted for certain amounts). Additionally, certain awards include three-year performance measures that, if met, result in supplemental shares awarded. For Performance RSUs, the Company evaluates compensation expense quarterly and recognizes expense for performance-based awards only if it determines it is probable that performance criteria for the awards will be met.

Stock-based compensation expense and the related tax benefit recognized during the three and ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 were as follows (dollars in thousands):


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended				For the Nine Months Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Stock-based compensation	Stock-based compensation	$	4,630	$	2,309	$	7,758	$	6,049	Stock-based compensation	$	4,515	$	1,789	$	12,273	$	7,838
Income tax effect of stock-based compensation	Income tax effect of stock-based compensation	$	1,143	$	560	$	1,918	$	1,479	Income tax effect of stock-based compensation	$	1,113	$	453	$	3,031	$	1,932

During the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 the Company realized approximately ~~$0.1~~$1.5 million and ~~$0.2 million~~nominal amounts of net excess tax benefits, respectively, related to the vesting and exercise of share-based awards. During the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, the Company realized approximately ~~$2.7~~$4.1 million and $2.8 million of net excess tax benefits, respectively.

As of ~~July 30,~~October 29, 2022, we had unrecognized compensation expense related to stock options, RSUs, and target Performance RSUs (based on the Company’s expected achievement of performance measures) of ~~$3.4~~$3.0 million, ~~$20.4~~$18.5 million, and ~~$9.4~~$7.9 million, respectively. This expense will be recognized over a weighted-average number of years of ~~3.0,~~ 2.8, 2.6, and ~~1.9,~~1.6, respectively, based on the average remaining service periods for the awards. We may recognize an additional ~~$21.8~~$21.3 million in compensation expense in future periods after ~~July 30,~~October 29, 2022 if the maximum number of Performance RSUs is earned based on certain performance measures being met.

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Stock Options

The following table summarizes stock option award activity during the ~~six~~nine months ended ~~July 30,~~October 29, 2022:


		Stock Options				Stock Options
		Shares	Weighted Average Exercise Price			Shares	Weighted Average Exercise Price
Outstanding as of January 29, 2022	Outstanding as of January 29, 2022	332,121	$	52.39	Outstanding as of January 29, 2022	332,121	$	52.39
Granted	Granted	33,015	$	97.49	Granted	33,015	$	97.49
Options exercised	Options exercised	(22,863)	$	61.47	Options exercised	(119,430)	$	38.16

Outstanding as of July 30, 2022		342,273	$	56.13
Outstanding as of October 29, 2022					Outstanding as of October 29, 2022	245,706	$	65.36

Exercisable options as of July 30, 2022		245,483	$	52.34
Exercisable options as of October 29, 2022					Exercisable options as of October 29, 2022	148,916	$	65.12

RSUs and Performance RSUs

The following table summarizes RSU and Performance RSU award activity during the ~~six~~nine months ended ~~July 30,~~October 29, 2022:


		Restricted Stock							Restricted Stock
		RSUs			Performance RSUs				RSUs			Performance RSUs
		Share Units	Weighted Average Grant Date Fair Value		Share Units	Weighted Average Grant Date Fair Value			Share Units	Weighted Average Grant Date Fair Value		Share Units	Weighted Average Grant Date Fair Value
Outstanding as of January 29, 2022	Outstanding as of January 29, 2022	524,255	$	38.49	455,800	$	68.88	Outstanding as of January 29, 2022	524,255	$	38.49	455,800	$	68.88
Granted	Granted	120,262	$	96.72	202,212	$	97.49	Granted	124,347	$	96.81	202,212	$	97.49
Share units vested	Share units vested	(182,346)	$	38.87	(6,483)	$	25.15	Share units vested	(185,146)	$	39.32	(6,483)	$	25.15
Forfeited or canceled	Forfeited or canceled	(14,605)	$	44.28	(263,393)	$	60.32	Forfeited or canceled	(16,050)	$	43.80	(264,856)	$	61.47
Outstanding as of July 30, 2022		447,566	$	53.79	388,136	$	90.32
Outstanding as of October 29, 2022								Outstanding as of October 29, 2022	447,406	$	54.17	386,673	$	89.65

The total number of granted Performance RSUs presented above consists of 137,605 target shares and 64,607 supplemental shares. The total number of Performance RSUs outstanding as of ~~July 30,~~October 29, 2022 consists of ~~261,782~~260,319 target shares and 126,354 supplemental shares. With respect to the Company’s Performance Year ended January 29, 2022, the Company canceled 164,066 target shares and 85,576 supplemental shares during the ~~six~~nine months ended ~~July 30,~~October 29, 2022, as a result of the performance period criteria not being met.

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18. Customer Concentration and Revenue Information

Geographic Location

We provide services throughout the United States.

Significant Customers

Our customer base is highly concentrated, with our top 5five customers accounting for approximately ~~67.3%~~67.0% and ~~66.5%~~66.0% of total contract revenues during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively. Customers whose contract revenues exceeded 10% of total contract revenues during the three and ~~six~~nine months ended ~~July 30,~~October 29, 2022 or ~~July 31,~~October 30, 2021, as well as total contract revenues from all other customers combined, were as follows (dollars in millions):


		For the Three Months Ended						For the Six Months Ended							For the Three Months Ended						For the Nine Months Ended
		July 30, 2022			July 31, 2021			July 30, 2022			July 31, 2021				October 29, 2022			October 30, 2021			October 29, 2022			October 30, 2021
		Amount		% of Total	Amount		% of Total	Amount		% of Total	Amount		% of Total		Amount		% of Total	Amount		% of Total	Amount		% of Total	Amount		% of Total
AT&T Inc.	AT&T Inc.	$	255.9	26.3%	$	177.5	22.5%	$	493.3	26.7%	$	333.1	22.0%	AT&T Inc.	$	258.2	24.8%	$	199.5	23.4%	$	751.5	26.0%	$	532.6	22.5%
Lumen Technologies	Lumen Technologies	127.6		13.1	95.4		12.1	230.4		12.5	181.2		12.0	Lumen Technologies	142.9		13.6	103.0		12.1	373.3		12.9	284.2		12.0
Comcast Corporation	Comcast Corporation	111.8		11.5	121.7		15.5	223.0		12.1	252.8		16.7	Comcast Corporation	108.8		10.4	121.0		14.2	331.9		11.5	373.8		15.8
Verizon Communications Inc.	Verizon Communications Inc.	80.8		8.3	90.8		11.5	161.8		8.8	182.3		12.0	Verizon Communications Inc.	94.9		9.1	93.4		10.9	256.8		8.9	275.7		11.6
Total other customers combined	Total other customers combined	396.2		40.8	302.2		38.4	740.1		40.0	565.7		37.3	Total other customers combined	437.6		42.1	337.1		39.4	1,177.5		40.7	902.7		38.1
Total contract revenues	Total contract revenues	$	972.3	100.0%	$	787.6	100.0%	$	1,848.6	100.0%	$	1,515.1	100.0%	Total contract revenues	$	1,042.4	100.0%	$	854.0	100.0%	$	2,891.0	100.0%	$	2,369.0	100.0%

See Note 5, Accounts Receivable, Contract Assets, and Contract Liabilities, for information on our customer credit concentration and collectability of trade accounts receivable and contract assets.

Customer Type

Total contract revenues by customer type during the three and ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 were as follows (dollars in millions):


		For the Three Months Ended						For the Six Months Ended							For the Three Months Ended						For the Nine Months Ended
		July 30, 2022			July 31, 2021			July 30, 2022			July 31, 2021				October 29, 2022			October 30, 2021			October 29, 2022			October 30, 2021
		Amount		% of Total	Amount		% of Total	Amount		% of Total	Amount		% of Total		Amount		% of Total	Amount		% of Total	Amount		% of Total	Amount		% of Total
Telecommunications	Telecommunications	$	871.0	89.6%	$	697.5	88.6%	$	1,649.9	89.3%	$	1,337.2	88.3%	Telecommunications	$	940.7	90.3%	$	757.9	88.8%	$	2,590.5	89.6%	$	2,095.1	88.4%
Underground facility locating	Underground facility locating	71.4		7.3	65.8		8.3	142.3		7.7	130.7		8.6	Underground facility locating	72.1		6.9	67.6		7.9	214.5		7.4	198.2		8.4
Electrical and gas utilities and other	Electrical and gas utilities and other	29.9		3.1	24.3		3.1	56.4		3.0	47.2		3.1	Electrical and gas utilities and other	29.6		2.8	28.5		3.3	86.0		3.0	75.7		3.2
Total contract revenues	Total contract revenues	$	972.3	100.0%	$	787.6	100.0%	$	1,848.6	100.0%	$	1,515.1	100.0%	Total contract revenues	$	1,042.4	100.0%	$	854.0	100.0%	$	2,891.0	100.0%	$	2,369.0	100.0%

Remaining Performance Obligations

Master service agreements and other contractual agreements with customers contain customer-specified service requirements, such as discrete pricing for individual tasks. In most cases, our customers are not contractually committed to procure specific volumes of services under these agreements.

Services are generally performed pursuant to these agreements in accordance with individual work orders. An individual work order generally is completed within one year. As a result, our remaining performance obligations under the work orders not yet completed is not meaningful in relation to our overall revenue at any given point in time. We apply the practical expedient in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, and do not disclose information about remaining performance obligations that have original expected durations of one year or less.

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19. Commitments and Contingencies

On August 10, 2021, one of the Company’s subsidiaries was named in a putative class action lawsuit alleging claims on behalf of its non-exempt employees in California. The lawsuit alleges that the company failed to pay minimum and overtime wages, did not provide required meal and rest breaks, did not timely pay wages during employment and at the time of termination, provided noncompliant wage statements, failed to reimburse necessary business expenses, failed to keep requisite payroll records, and engaged in unfair business practices. On September 14, 2021, the same plaintiff bringing the putative class action filed a separate representative action under California’s Private Attorneys General Action (“PAGA”) seeking civil penalties relating to the same claims described above. Both lawsuits are in the very early stages. Due to the early stage of litigation, it is not possible to estimate a range of loss that could occur resulting from either an adverse judgment or a settlement of these matters.

During the fourth quarter of fiscal 2016, one of the Company’s subsidiaries ceased operations. This subsidiary contributed to a multiemployer pension plan, the Pension, Hospitalization and Benefit Plan of the Electrical Industry - Pension Trust Fund (the “Plan”). In October 2016, the Plan demanded payment for a claimed withdrawal liability of approximately $13.0 million. In December 2016, the subsidiary submitted a formal request to the Plan seeking review of the Plan’s withdrawal liability determination. The subsidiary disputes the claim that it is required to make payment of a withdrawal liability as demanded by the Plan as it believes that a statutory exemption under the Employee Retirement Income Security Act (“ERISA”) applies to its activities. The Plan has taken the position that the work at issue does not qualify for that statutory exemption. The subsidiary has submitted this dispute to arbitration, as required by ERISA. ~~There can be no assurance~~In that proceeding, the arbitrator has issued an order indicating that the statutory exemption is not available to the Company’s subsidiary, ~~will be successful in asserting~~and the ~~statutory exemption as a defense in~~Company’s subsidiary has appealed that determination to the ~~arbitration proceeding.~~District Court. As required by ERISA, in November 2016, this subsidiary began making payments of a withdrawal liability to the Plan in the amount of approximately $0.1 million per month. If the subsidiary prevails in disputing the withdrawal liability, all such payments are expected to be refunded. Given the early stage of this action, it is not possible to estimate a range of loss that could result from either an adverse judgment or a settlement of this matter.

From time to time, we are party to other various claims and legal proceedings arising in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, it is the opinion of management, based on information available at this time, that the ultimate resolution of any such claims or legal proceedings will not, after considering applicable insurance coverage or other indemnities to which we may be entitled, have a material effect on our financial position, results of operations, or cash flow.

Commitments

Performance and Payment Bonds and Guarantees. We have obligations under performance and other surety contract 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 contractual obligations. As of ~~July 30,~~October 29, 2022 and January 29, 2022, we had ~~$316.4~~$289.0 million and $296.4 million, respectively, of outstanding performance and other surety contract bonds. In addition to performance and other surety contract bonds, as part of our insurance program we also provide surety bonds that collateralize our obligations to our insurance carriers. As of ~~July 30,~~October 29, 2022 and January 29, 2022, we had $20.4 million and $20.3 million, respectively, of outstanding surety bonds related to our insurance obligations. Additionally, we periodically guarantee certain obligations of our subsidiaries, including obligations in connection with obtaining state contractor licenses and leasing real property and equipment.

Letters of Credit. We have issued standby letters of credit under our Credit Agreement that collateralize our obligations to our insurance carriers. As of ~~July 30,~~October 29, 2022 and January 29, 2022, we had $47.5 million and $46.3 million, respectively, of outstanding standby letters of credit issued under the Credit Agreement.

Deferral of Employer Payroll Taxes. During 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), which provided for various tax relief and tax incentive measures. These measures did not have a material impact on our results of operations. However, pursuant to the CARES Act, we deferred the payment of $37.4 million of employer payroll taxes during the year ended December 31, 2020, 50% of which was paid by December 31, 2021 and the remainder is due by December 31, 2022.

Cautionary Note Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. These statements are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. These statements may relate to future events, financial performance, strategies, expectations, and the competitive environment. Words such as “believe,”

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“expect,” “anticipate,” “estimate,” “intend,” “project,” “forecast,” “target,” “outlook,” “may,” “should,” “could,” and similar expressions, as well as statements written in the future tense, identify forward-looking statements.

You should not consider forward-looking statements as guarantees of future performance or results. When made, forward-looking statements are based on information known to management at such time and/or management’s good faith belief with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors, assumptions, uncertainties, and risks that could cause such differences include, but are not limited to: the duration and severity of a pandemic caused by COVID-19 and its ultimate impact across our business, future economic conditions and trends in the industries we serve including the potential impacts of an inflationary economic environment, customer capital budgets and spending priorities, the availability and cost of materials, equipment and labor necessary to perform our work, the effect of changes in tax law, projections of revenues, income or loss, or capital expenditures, our plans for future operations, growth and services, including contract backlog, our plans for future acquisitions, dispositions, or financial needs, expected benefits and synergies of businesses acquired and future opportunities for the combined businesses, anticipated outcomes of contingent events, including litigation, availability of capital, restrictions imposed by our Credit Agreement and our 2029 Notes, use of our cash flow to service our debt, potential liabilities and other adverse effects arising from occupational health, safety, and other regulatory matters, potential exposure to environmental liabilities, determinations as to whether the carrying value of our assets is impaired, assumptions relating to any of the foregoing, and the other risks and uncertainties discussed within Item 1, Business, Item 1A, Risk Factors, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for fiscal 2022, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2022 and our other periodic filings with the SEC. Our forward-looking statements are expressly qualified in their entirety by this cautionary statement and are only made as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise any forward-looking statements to reflect new information or events or circumstances arising after such date.

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

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for fiscal 2022. Our Annual Report on Form 10-K for fiscal 2022 was filed with the SEC on March 4, 2022, and is available on the SEC’s website at www.sec.gov and on our website at www.dycomind.com.

Introduction

We are a leading provider of specialty contracting services throughout the United States. These services include program management; planning; engineering and design; aerial, underground, and wireless construction; maintenance; and fulfillment services for telecommunications providers. Additionally, we provide underground facility locating services for various utilities, including telecommunications providers, and other construction and maintenance services for electric and gas utilities. We supply the labor, tools, and equipment necessary to provide these services to our customers.

Significant demand for broadband is driven by applications that require high speed connections as well as the everyday use of mobile data devices. To respond to this demand and other advances in technology, major industry participants are constructing or upgrading significant wireline networks across broad sections of the country. These wireline networks are generally designed to provision gigabit network speeds to individual consumers and businesses, either directly or wirelessly using 5G technologies. Industry participants have stated their belief that a single high capacity fiber network can most cost effectively deliver services to both consumers and businesses, enabling multiple revenue streams from a single investment. This view is increasing the appetite for fiber deployments, and we believe that the industry effort to deploy high capacity fiber networks continues to meaningfully broaden the set of opportunities for our industry. Increasing access to high-capacity telecommunications continues to be crucial to society, especially in rural America. The Infrastructure Investment and Jobs Act (“Infrastructure Act”) includes over $40 billion for the construction of rural communications networks in unserved and underserved areas across the country. This represents an unprecedented level of support. In addition, substantially all states are commencing programs that will provide funding for telecommunications networks even prior to the initiation of funding under the Infrastructure Act.

We are providing program management, planning, engineering and design, aerial, underground, and wireless construction and fulfillment services for gigabit deployments. These services are being provided across the country in numerous geographic areas to multiple customers. These deployments include networks consisting entirely of wired network elements and converged wireless/wireline multi-use networks. Fiber network deployment opportunities are increasing in rural America as new industry

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participants respond to emerging societal initiatives. We continue to provide integrated planning, engineering and design, procurement and construction and maintenance services to several industry participants.

Macro-economic ~~effects and supply constraints~~conditions, including those impacting the cost of capital, may influence the ~~near-term~~ execution of some ~~customer~~industry plans. ~~Broad increases in demand for fiber optic cable and related equipment may cause delivery volatility in the short to intermediate term.~~ In addition, the market for labor remains tight in many regions around the country. ~~It remains to be seen how long this condition persists. Furthermore, the automotive~~Automotive and equipment supply ~~chain remains~~chains remain challenged, particularly for the large truck chassis required for specialty equipment. Prices for capital equipment ~~are increasing. As we contend with~~continue to increase. It remains to be seen how long these conditions may persist. Looking ahead, these factors ~~we are encouraged~~will increase the likelihood that ~~industry participants increasingly understand that cost pressures are industry wide. Several have addressed those impacts while others are expected to do so as well.~~demand could fluctuate amongst customers. These fluctuations may result in a wider range of potential outcomes moving into next year. Within this context, we remain confident that our scale and financial strength position us well to deliver valuable service to our customers.

We have extended our geographic reach and expanded our program management and network planning services. ~~Over~~In fact, over the last several years we believe we have meaningfully increased the long-term value of our maintenance and operations business, a trend which we believe will parallel our deployment of gigabit wireline direct and wireless/wireline converged networks as those deployments dramatically increase the amount of outside plant network that must be extended and maintained.

This quarter we experienced solid activity and capitalized on our significant strengths. First and foremost, we maintain significant customer presence throughout our markets. We are encouraged by the breadth in our business. Our extensive market presence has allowed us to be at the forefront of evolving industry opportunities. Telephone companies are deploying fiber-to-the-home to enable gigabit high-speed connections. Increasingly, rural electric utilities are doing the same. Dramatically increased speeds to consumers are being provisioned and consumer data usage is growing, particularly upstream. Wireless construction activity in support of newly available spectrum bands is increasing this year. Federal and state support for rural deployments of communications networks is dramatically increasing in scale and duration. Cable operators are deploying fiber to small and medium businesses and enterprises. A portion of these deployments are in anticipation of the customer sales process. Deployments to expand capacity as well as new build opportunities are underway. Customers are consolidating supply chains creating opportunities for market share growth and increasing the long-term value of our maintenance and operations business.

The cyclical nature of the industry we serve affects demand for our services. The capital expenditure and maintenance budgets of our customers, and the related timing of approvals and seasonal spending patterns, influence our contract revenues and results of operations. Factors affecting our customers and their capital expenditure budgets include, but are not limited to, overall economic conditions, the introduction of new technologies, our customers’ debt levels and capital structures, our customers’ financial performance, our customers’ positioning and strategic plans, and any potential effects from the COVID-19 pandemic. Other factors that may affect our customers and their capital expenditure budgets include new regulations or regulatory actions impacting our customers’ businesses, merger or acquisition activity involving our customers, and the physical maintenance needs of our customers’ infrastructure.

Our operations expose us to risks associated with pandemics, epidemics or other public health emergencies, such as the COVID-19 pandemic. The economy of the United States continues to be impacted by the COVID-19 pandemic, the response to COVID-19 by businesses and governmental agencies, and the impacts that COVID-19 has had and continues to have on supply chains.

As the COVID-19 pandemic continues to evolve, we are closely monitoring its impact on all aspects of our business, including impacts on our customers, subcontractors, suppliers, vendors and employees, in addition to its impact on our ability to provide services to our customers. We believe the full extent of the impact of the COVID-19 pandemic on the Company's operating results, cash flow and financial condition will be determined by factors which are uncertain, unpredictable and outside of our control, including the duration and severity of the pandemic, any worsening of the pandemic, the effectiveness of vaccinations or prior infection to protect against infection or a subsequent infection, the severity of impacts to the health of infected persons, the nature and duration of the containment and mitigation actions taken by federal, state and local governments and protocols and contractual requirements implemented by our customers, and the resulting impact on the demand for our services from our customers. In addition, the ability of our employees and our suppliers’ and customers’ employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, or as a result of the control measures noted above. Our customers may be directly impacted by business curtailments or weak market conditions and may not be willing to continue using the services we provide. Furthermore, the COVID-19 pandemic may cause delays in our provision of services due to interruptions or restrictions in our ability to obtain permits from government agencies and as a result of constraints to the availability of labor, supplies, and equipment. The situation surrounding COVID-19 remains fluid, and if disruptions do arise, they could materially adversely impact our business. For further discussion of this matter, refer to Part I. Item 1A of our Annual Report on Form 10-K for fiscal 2022.

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Customer Relationships and Contractual Arrangements

We have established relationships with many leading telecommunications providers, including telephone companies, cable multiple system operators, wireless carriers, telecommunications equipment and infrastructure providers, as well as electric and gas utilities. Our customer base is highly concentrated, with our top five customers during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 accounting for approximately ~~67.3%~~67.0% and ~~66.5%~~66.0%, respectively, of our total contract revenues.

The following reflects the percentage of total contract revenues from customers who contributed at least 2.5% to our total contract revenues during the three and ~~six~~nine months ended ~~July 30,~~October 29, 2022 or ~~July 31,~~October 30, 2021:


		For the Three Months Ended		For the Six Months Ended			For the Three Months Ended		For the Nine Months Ended
		July 30, 2022	July 31, 2021	July 30, 2022	July 31, 2021		October 29, 2022	October 30, 2021	October 29, 2022	October 30, 2021
AT&T Inc.	AT&T Inc.	26.3%	22.5%	26.7%	22.0%	AT&T Inc.	24.8%	23.4%	26.0%	22.5%
Lumen Technologies	Lumen Technologies	13.1%	12.1%	12.5%	12.0%	Lumen Technologies	13.6%	12.1%	12.9%	12.0%
Comcast Corporation	Comcast Corporation	11.5%	15.5%	12.1%	16.7%	Comcast Corporation	10.4%	14.2%	11.5%	15.8%
Verizon Communications Inc.	Verizon Communications Inc.	8.3%	11.5%	8.8%	12.0%	Verizon Communications Inc.	9.1%	10.9%	8.9%	11.6%
Frontier Communications Corporation	Frontier Communications Corporation	8.1%	4.0%	7.4%	3.8%	Frontier Communications Corporation	8.5%	4.8%	7.8%	4.2%
Windstream Corporation	Windstream Corporation	2.2%	3.4%	2.4%	3.9%	Windstream Corporation	2.1%	3.2%	2.3%	3.6%

In addition, another customer contributed 3.4% and ~~3.2%~~4.1% to our total contract revenues during the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively. During the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 this customer contributed ~~3.6%~~3.5% and ~~3.3%~~3.6%, respectively.

We perform a majority of our services under master service agreements and other contracts that contain customer-specified service requirements. These agreements include discrete pricing for individual tasks. We generally possess multiple agreements with each of our significant customers. To the extent that such agreements specify exclusivity, there are often exceptions, including the ability of the customer to issue work orders valued above a specified dollar amount to other service providers, the performance of work with the customer’s own employees, and the use of other service providers when jointly placing facilities with another utility. In many cases, a customer may terminate an agreement for convenience. Historically, multi-year master service agreements have been awarded primarily through a competitive bidding process; however, we occasionally are able to negotiate extensions to these agreements. We provide the remainder of our services pursuant to contracts for specific projects. These contracts may be long-term (with terms greater than one year) or short-term (with terms less than one year) and often include customary retainage provisions under which the customer may withhold 5% to 10% of the invoiced amounts pending project completion and closeout.

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


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended				For the Nine Months Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Multi-year master service agreements	Multi-year master service agreements	78.8	%	76.0	%	79.4	%	76.4	%	Multi-year master service agreements	79.6	%	76.6	%	79.4	%	76.5	%
Other long-term contracts	Other long-term contracts	10.8		13.8		11.3		14.4		Other long-term contracts	9.8		13.1		10.8		13.9
Total long-term contracts	Total long-term contracts	89.6	%	89.8	%	90.7	%	90.8	%	Total long-term contracts	89.4	%	89.7	%	90.2	%	90.4	%

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In conformity with GAAP, the preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. 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. There have been no material changes to our significant accounting policies and critical accounting estimates described in our Annual Report on Form 10-K for fiscal 2022.

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Understanding Our Results of Operations

The following information is presented so that the reader may better understand certain factors impacting our results of operations and should be read in conjunction with our condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and Critical Accounting Policies and Estimates within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as Note 2, Significant Accounting Policies and Estimates, in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2022.

Contract Revenues. We perform the majority of our services under master service agreements and other contracts that contain customer-specified service requirements. These agreements include discrete pricing for individual tasks including, for example, the placement of underground or aerial fiber, directional boring, and fiber splicing, each based on a specific unit of measure. A contractual agreement exists when each party involved approves and commits to the agreement, the rights of the parties and payment terms are identified, the agreement has commercial substance, and collectability of consideration is probable. Our services are performed for the sole benefit of our customers, whereby the assets being created or maintained are controlled by the customer and the services we perform do not have alternative benefits for us. Contract revenue is recognized over time as services are performed and customers simultaneously receive and consume the benefits we provide. Output measures such as units delivered are utilized to assess progress against specific contractual performance obligations for the majority of our services. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the services to be provided. For us, the output method using units delivered best represents the measure of progress against the performance obligations incorporated within the contractual agreements. This method captures the amount of units delivered pursuant to contracts and is used only when our performance does not produce significant amounts of work in process prior to complete satisfaction of the performance obligation. For a portion of contract items, units to be completed consist of multiple tasks. For these items, the transaction price is allocated to each task based on relative standalone measurements, such as selling prices for similar tasks, or in the alternative, the cost to perform the tasks. ~~Contract~~This revenue is recognized as these tasks are completed as a measurement of progress in the satisfaction of the corresponding performance obligation, and represented approximately 3% and approximately 5% of contract revenues during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively.

For certain contracts, representing less than 5% of contract revenues during each of the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, we use the cost-to-cost measure of progress. These contracts are generally projects that are completed over a period of less than twelve months. Under the cost-to-cost measure of progress, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs. Contract costs include direct labor, direct materials, and subcontractor costs, as well as an allocation of indirect costs. Contract revenues are recorded as costs are incurred. We accrue the entire amount of a contract loss, if any, at the time the loss is determined to be probable and can be reasonably estimated.

Costs of Earned Revenues. Costs of earned revenues includes all direct costs of providing services under our contracts, including costs for direct labor provided by employees, services by independent subcontractors, operation of capital equipment (excluding depreciation), direct materials, costs of insuring our risks, and other direct costs. Under our insurance program, we retain the risk of loss, up to certain limits, for matters related to automobile liability, general liability (including damages associated with underground facility locating services), workers’ compensation, and employee group health.

General and Administrative Expenses. General and administrative expenses primarily consist of employee compensation and related expenses, including performance-based compensation and stock-based compensation, legal, consulting and professional fees, information technology and development costs, provision for or recoveries of bad debt expense, acquisition and integration costs of businesses acquired, and other costs not directly related to the provision of our services under customer contracts. Our provision for bad debt expense is determined by evaluating specific accounts receivable and contract asset balances based on historical collection trends, the age of outstanding receivables, and the creditworthiness of our customers. We incur information technology and development costs primarily to support and enhance our operating efficiency. Our executive management team and the senior management of our subsidiaries perform substantially all of our sales and marketing functions as part of their management responsibilities.

Depreciation and Amortization. Our property and equipment primarily consist of vehicles, equipment and machinery, and computer hardware and software. We depreciate property and equipment on a straight-line basis over the estimated useful lives of the assets. In addition, we have intangible assets, including customer relationships and trade names, which we amortize over

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their estimated useful lives. We recognize amortization of customer relationship intangibles on an accelerated basis as a function of the expected economic benefit and amortization of other finite-lived intangibles on a straight-line basis over their estimated useful life.

Interest Expense, Net. Interest expense, net, consists of interest incurred on outstanding variable rate and fixed rate debt and certain other obligations. Interest expense also includes the amortization of debt issuance costs and the non-cash amortization of convertible senior notes debt discount prior to the maturity in fiscal 2022. See Note 13, Debt, in the notes to the condensed consolidated financial statements for information on the non-cash amortization of the debt discount and debt issuance costs.

Other Income, Net. Other income, net, primarily consists of gains or losses from sales of fixed assets. Other income, net also includes discount fee expense associated with the collection of accounts receivable under a customer-sponsored vendor payment program.

Seasonality and Fluctuations in Operating Results. Our contract revenues and results of operations exhibit seasonality as we perform a significant portion of our work outdoors. Consequently, adverse weather, which is more likely to occur with greater frequency, severity, and duration during the winter, as well as reduced daylight hours, impact our operations during the fiscal quarters ending in January and April. In addition, a disproportionate number of holidays fall within the fiscal quarter ending in January, which decreases the number of available workdays. Because of these factors, we are most likely to experience reduced revenue and profitability during the fiscal quarters ending in January and April compared to the fiscal quarters ending in July and October.

We may also experience variations in our profitability driven by a number of factors. These factors include variations and fluctuations in contract revenues, job specific costs, insurance claims, the allowance for doubtful accounts, accruals for contingencies, stock-based compensation expense for performance-based stock awards, the fair value of reporting units for the goodwill impairment analysis, the valuation of intangibles and other long-lived assets, gains or losses on the sale of fixed assets from the timing and levels of capital assets sold, the employer portion of payroll taxes as a result of reaching statutory limits, and our effective tax rate.

Accordingly, operating results for any fiscal period are not necessarily indicative of results we may achieve for any subsequent fiscal period.

Results of Operations

The following table sets forth our condensed consolidated statements of operations for the periods indicated. Percentages represent the result of dividing each item by contract revenues (totals may not add due to rounding) (dollars in millions):


		For the Three Months Ended								For the Six Months Ended									For the Three Months Ended								For the Nine Months Ended
		July 30, 2022				July 31, 2021				July 30, 2022				July 31, 2021					October 29, 2022				October 30, 2021				October 29, 2022				October 30, 2021
Contract revenues	Contract revenues	$	972.3	100.0	%	$	787.6	100.0	%	$	1,848.6	100.0	%	$	1,515.1	100.0	%	Contract revenues	$	1,042.4	100.0	%	$	854.0	100.0	%	$	2,891.0	100.0	%	$	2,369.0	100.0	%
Expenses:	Expenses:																	Expenses:
Costs of earned revenues, excluding depreciation and amortization	Costs of earned revenues, excluding depreciation and amortization	798.0		82.1		651.4		82.7		1,543.7		83.5		1,271.4		83.9		Costs of earned revenues, excluding depreciation and amortization	850.9		81.6		705.9		82.7		2,394.6		82.8		1,977.2		83.5
General and administrative	General and administrative	73.3		7.5		64.7		8.2		142.7		7.7		131.7		8.7		General and administrative	78.8		7.6		66.9		7.8		221.5		7.7		198.6		8.4
Depreciation and amortization	Depreciation and amortization	35.3		3.6		38.5		4.9		72.0		3.9		77.5		5.1		Depreciation and amortization	35.5		3.4		37.8		4.4		107.4		3.7		115.3		4.9

Total	Total	906.7		93.3		754.6		95.8		1,758.4		95.1		1,480.7		97.7		Total	965.1		92.6		810.5		94.9		2,723.6		94.2		2,291.2		96.7
Interest expense, net	Interest expense, net	(9.3)		(1.0)		(9.3)		(1.2)		(18.5)		(1.0)		(15.2)		(1.0)		Interest expense, net	(10.6)		(1.0)		(9.1)		(1.1)		(29.1)		(1.0)		(24.3)		(1.0)
Loss on debt extinguishment	Loss on debt extinguishment	—		—		—		—		—		—		(0.1)		—		Loss on debt extinguishment	—		—		—		—		—		—		(0.1)		—
Other income, net	Other income, net	2.6		0.3		1.0		0.1		7.4		0.4		3.7		0.2		Other income, net	2.5		0.2		0.6		0.1		9.9		0.3		4.3		0.2
Income before income taxes	Income before income taxes	58.9		6.1		24.7		3.1		79.1		4.3		22.8		1.5		Income before income taxes	69.2		6.6		34.9		4.1		148.2		5.1		57.7		2.4
Provision for income taxes	Provision for income taxes	15.0		1.5		6.5		0.8		15.7		0.8		3.8		0.2		Provision for income taxes	15.1		1.5		6.2		0.7		30.8		1.1		9.9		0.4
Net income	Net income	$	43.9	4.5	%	$	18.2	2.3	%	$	63.4	3.4	%	$	19.1	1.3	%	Net income	$	54.0	5.2	%	$	28.7	3.4	%	$	117.4	4.1	%	$	47.8	2.0	%

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Contract Revenues. Contract revenues were ~~$972.3~~$1,042.4 million during the three months ended ~~July 30,~~October 29, 2022 compared to ~~$787.6~~$854.0 million during the three months ended ~~July 31,~~October 30, 2021. There were no acquired revenues or significant revenues from storm restoration services in the current or prior year quarter.

Contract revenues increased by ~~$184.7~~$188.4 million during the three months ended ~~July 30,~~October 29, 2022 compared to the three months ended ~~July 31,~~October 30, 2021. Contract revenues increased by ~~$78.4~~$58.7 million for a large telecommunications customer for fiber deployments and improvements to its network and by ~~$46.8~~$47.6 million and ~~$32.2~~$39.9 million, respectively, for two telecommunications customer primarily for fiber deployments. Contract revenues decreased by ~~$10.0~~$12.1 million from a leading cable multiple system operator for construction and maintenance ~~services and by $9.9 million for a large telecommunications customer.~~services. In addition, contract revenues decreased by ~~$5.5~~$5.7 million for a telecommunications customer in connection with rural services. All other customers had net increases in contract revenues of ~~$52.7~~$60.0 million on a combined basis during the three months ended ~~July 30,~~October 29, 2022 compared to the three months ended ~~July 31,~~October 30, 2021.

The percentage of our contract revenues by customer type from telecommunications, underground facility locating, and electric and gas utilities and other customers, was 90.3%, 6.9%, and 2.8%, respectively, for the three months ended October 29, 2022 compared to 88.8%, 7.9%, and 3.3%, respectively, for the three months ended October 30, 2021.

Contract revenues were $2.891 billion during the nine months ended October 29, 2022 compared to $2.369 billion during the nine months ended October 30, 2021. We earned $3.9 million of contract revenues from storm restoration services during the nine months ended October 30, 2021. There were no significant revenues from storm restoration services in fiscal 2023 and there were no acquired revenues during either nine month period.

Excluding amounts generated from storm restoration services in the prior year period, contract revenues increased by $525.8 million during the nine months ended October 29, 2022 compared to the nine months ended October 30, 2021. Contract revenues increased by approximately $219.1 million for a large telecommunications customer for fiber deployments and for improvements to its network and by $126.5 million and $89.4 million, respectively, for two telecommunications customers primarily for fiber deployments. Partially offsetting these increases, contract revenues decreased by $41.5 million from a leading cable multiple system operator for construction and maintenance services, $18.9 million for a large telecommunications customer primarily related to fiber deployments, and by $16.4 million for a telecommunications customer in connection with rural services. All other customers had net increases in contract revenues of $167.7 million on a combined basis during the nine months ended October 29, 2022 compared to the nine months ended October 30, 2021.

The percentage of our contract revenues by customer type from telecommunications, underground facility locating, and electric and gas utilities and other customers, was 89.6%, ~~7.3%, and 3.1%, respectively, for the three months ended July 30, 2022 compared to 88.6%, 8.3%, and 3.1%, respectively, for the three months ended July 31, 2021.~~

Contract revenues were $1.849 billion during the six months ended July 30, 2022 compared to $1.515 billion during the six months ended July 31, 2021. We earned $3.9 million of contract revenues from storm restoration services during the six months ended July 31, 2021. There were no significant revenues from storm restoration services in fiscal 2023 and there were no acquired revenues during either six month period.

Excluding amounts generated from storm restoration services in the prior year period, contract revenues increased by $337.4 million during the six months ended July 30, 2022 compared to the six months ended July 31, 2021. Contract revenues increased by approximately $160.4 million for a large telecommunications customer for fiber deployments and for improvements to its network and by $78.9 million and $49.5 million, respectively, for two telecommunications customers primarily for fiber deployments. Partially offsetting these increases, contract revenues decreased by $29.4 million from a leading cable multiple system operator for construction and maintenance services, $20.4 million for a large telecommunications customer primarily related to fiber deployments, and by $10.7 million for a telecommunications customer in connection with rural services. All other customers had net increases in contract revenues of $109.1 million on a combined basis during the six months ended July 30, 2022 compared to the six months ended July 31, 2021.

~~The percentage of our contract revenues by customer type from telecommunications, underground facility locating, and electric and gas utilities and other customers, was 89.3%, 7.7%~~7.4%, and 3.0%, respectively, for the ~~six~~nine months ended ~~July 30,~~October 29, 2022 compared to ~~88.3%~~88.4%, ~~8.6%~~8.4%, and ~~3.1%~~3.2%, respectively, for the ~~six~~nine months ended ~~July 31,~~October 30, 2021.

Costs of Earned Revenues. Costs of earned revenues increased to ~~$798.0~~$850.9 million, or ~~82.1%~~81.6% of contract revenues, during the three months ended ~~July 30,~~October 29, 2022 compared to ~~$651.4~~$705.9 million, or 82.7% of contract revenues, during the three months ended ~~July 31,~~October 30, 2021. The primary components of the increase were a ~~$109.9~~$108.0 million aggregate increase in direct labor and subcontractor costs, a ~~$13.6~~$10.4 million increase in equipment and fuel costs combined, a ~~$12.6~~$11.3 million increase in direct materials expense, and a ~~$10.6~~$15.3 million increase in other direct costs, including travel cost, permits and other operating expenses.

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Costs of earned revenues as a percentage of contract revenues decreased ~~0.6%~~1.0% during the three months ended ~~July 30,~~October 29, 2022 compared to the three months ended ~~July 31,~~October 30, 2021. Labor and subcontracted labor costs decreased ~~0.9%~~1.3% primarily due to the mix of work performed. ~~Other direct costs decreased 0.1% and direct~~Direct materials decreased ~~0.1%~~0.2%, primarily as a result of our mix of work in which we provide materials for our customers, and other direct costs increased 0.3% during the three months ended ~~July 30,~~October 29, 2022. Equipment and fuel costs combined increased ~~0.5%~~0.2% as a percentage of contract revenues resulting from an increase in fuel ~~prices, partially offset by lower equipment costs.~~prices.

Costs of earned revenues increased to ~~$1.544~~$2.395 billion, or 82.8% of contract revenues, during the nine months ended October 29, 2022 compared to $1.977 billion, or 83.5% of contract revenues, during the ~~six~~nine months ended ~~July~~October 30, ~~2022 compared to $1.271 billion, or 83.9% of contract revenues, during the six months ended July 31,~~ 2021. The primary components of the increase were a ~~$208.9~~$316.9 million aggregate increase in direct labor and subcontractor costs, a ~~$25.2~~$35.6 million increase in equipment and fuel costs combined, a ~~$21.0~~$32.3 million increase in direct materials expense and a ~~$17.2~~$32.5 million increase in other direct costs, including other operating and insurance claim expenses.

Costs of earned revenues as a percentage of contract revenues decreased ~~0.4%~~0.6% during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 compared to the ~~six~~nine months ended ~~July 31,~~October 30, 2021. As a percentage of contract revenues, ~~other direct costs decreased 0.4% and~~ labor and subcontracted labor costs decreased ~~0.4%~~0.7% and other direct costs decreased 0.1% primarily due to the mix of work performed. Direct material decreased 0.2%, primarily as a result of our mix of work in which we provide materials for our customers. During the ~~six~~nine months ended ~~July 30,~~October 29, 2022, equipment and fuel costs combined increased ~~0.5%~~0.4% as a percentage of contract revenues resulting from an increase in fuel prices, partially offset by lower equipment costs.

General and Administrative Expenses. General and administrative expenses increased to ~~$73.3~~$78.8 million, or ~~7.5%~~7.6% of contract revenues, during the three months ended ~~July 30,~~October 29, 2022 compared to ~~$64.7~~$66.9 million, or ~~8.2%~~7.8% of contract revenues, during the three months ended ~~July 31,~~October 30, 2021. The increase in total general and administrative expenses during the three months ended ~~July 30,~~October 29, 2022 primarily resulted from an increase in stock-based and performance compensation, bad debt expense, administrative, payroll and other costs.

General and administrative expenses increased to ~~$142.7~~$221.5 million, or 7.7% of contract revenues, during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 compared to ~~$131.7~~$198.6 million, or ~~8.7%~~8.4% of contract revenues, during the ~~six~~nine months ended ~~July 31,~~October 30, 2021.

The increase in total general and administrative expenses during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 is mainly attributable to an increase in stock-based and performance compensation, administrative, payroll and other costs, partially offset by a decrease in bad debt expense.

Depreciation and Amortization. Depreciation expense was ~~$31.5~~$31.6 million, or ~~3.2%~~3.0% of contract revenues, during the three months ended ~~July 30,~~October 29, 2022 compared to ~~$33.8~~$33.7 million, or ~~4.3%~~3.9% of contract revenues, during the three months ended ~~July 31,~~October 30, 2021. The decrease in depreciation expense during the three months ended ~~July 30,~~October 29, 2022 is primarily due to certain assets becoming fully depreciated and the timing of capital expenditures. Depreciation expense was ~~$64.2~~$95.7 million, or ~~3.5%~~3.3% of contract revenues, during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 compared to ~~$68.2~~$101.8 million, or ~~4.5%~~4.3% of contract revenues, during the ~~six~~nine months ended ~~July 31,~~October 30, 2021. The decrease in depreciation expense during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 is primarily due to certain assets becoming fully depreciated and the timing of capital expenditures.

Amortization expense was $3.9 million and ~~$4.7~~$4.1 million during the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively, and ~~$7.8~~$11.7 million and ~~$9.4~~$13.5 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021

Interest Expense, Net. Interest expense, net was ~~$9.3~~$10.6 million and $9.1 million during the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021. Prior year interest expense included ~~$0.7~~$0.3 million for the non-cash amortization of the debt discount associated with 0.75% convertible senior notes, which matured on September 15, 2021 (the “2021 Convertible Notes”). Excluding this amortization, interest expense, net increased to ~~$9.3~~$10.6 million during the three months ended ~~July 30,~~October 29, 2022 from ~~$8.7~~$8.8 million during the three months ended ~~July 31,~~October 30, 2021 as a result of higher interest rates on funded debt balances.

Interest expense, net was ~~$18.5~~$29.1 million and ~~$15.2~~$24.3 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively. Prior year interest expense included ~~$1.3~~$1.7 million for the non-cash amortization of the debt discount associated with the 2021 Convertible Notes. Excluding this amortization, interest expense, net increased to ~~$18.5~~$29.1 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 from ~~$13.9~~$22.7 million during the ~~six~~nine months ended ~~July 31,~~October 30, 2021 as a result of higher interest rates of funded debt balances.

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Other Income, Net. Other income, net was ~~$2.6~~$2.5 million and ~~$1.0~~$0.6 million during the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively, and ~~$7.4~~$9.9 million and ~~$3.7~~$4.3 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively. Gain on sale of fixed assets was ~~$3.5~~$5.1 million and ~~$1.0~~$0.4 million during the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively, and ~~$8.9~~$14.0 million and ~~$3.8~~$4.3 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively. The change in other income, net is primarily a function of the number of assets sold and prices obtained for those assets during each respective period. Other income, net also reflects ~~$1.3~~$3.3 million and $0.4 million of expense during the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 respectively, and ~~$2.4~~$5.7 million and ~~$0.9~~$1.3 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 respectively, associated with the non-recourse sale of accounts receivable under a customer-sponsored vendor payment program.

Income Taxes. The following table presents our income tax provision and effective income tax rate for the three and ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 (dollars in millions):


		For the Three Months Ended						For the Six Months Ended							For the Three Months Ended						For the Nine Months Ended
		July 30, 2022			July 31, 2021			July 30, 2022			July 31, 2021				October 29, 2022			October 30, 2021			October 29, 2022			October 30, 2021
Income tax provision	Income tax provision	$	15.0		$	6.5		$	15.7		$	3.8		Income tax provision	$	15.1		$	6.2		$	30.8		$	9.9
Effective income tax rate	Effective income tax rate	25.5		%	26.3		%	19.8		%	16.5		%	Effective income tax rate	21.9		%	17.7		%	20.8		%	17.2		%

Our effective income tax rate was ~~25.5%~~21.9% and ~~26.3%~~17.7% for the three months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively, and ~~19.8%~~20.8% and ~~16.5%~~17.2% for the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, ~~respectively. The~~respectively.The effective tax rate differs from the statutory rate primarily due to tax credits recognized, the impact of the vesting and exercise of share-based awards, and the difference in income tax rates from state to state where work was performed. The three and nine months ended October 29, 2022, includes approximately $1.8 million and $3.4 million, respectively, for tax benefits for credits related to tax filings for prior years. Additionally, the three and nine months ended October 30, 2021, includes approximately $3.0 million for incremental tax benefits for credits related to tax filings for prior periods. Other fluctuations in our effective income tax rate from the statutory rate each period are mainly attributable to changes in unrecognized tax benefits, tax law changes, and variances in non-deductible and non-taxable items.

Net Income. Net income was ~~$43.9~~$54.0 million for the three months ended ~~July 30,~~October 29, 2022 compared to ~~$18.2~~$28.7 million for the three months ended ~~July 31,~~October 30, 2021. Net income was ~~$63.4~~$117.4 million for the ~~six~~nine months ended ~~July 30,~~October 29, 2022 compared to ~~$19.1~~$47.8 million for the ~~six~~nine months ended ~~July 31,~~October 30, 2021.

Non-GAAP Adjusted EBITDA. Adjusted EBITDA is a Non-GAAP measure, as defined by Regulation G of the SEC. We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and certain non-recurring items. Management believes Adjusted EBITDA is a helpful measure for comparing the Company’s operating performance with prior periods as well as with the performance of other companies with different capital structures or tax rates. The following table provides a reconciliation of net income to Non-GAAP Adjusted EBITDA (dollars in thousands):
For the Three Months Ended For the Six Months Ended
July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021
Net income $ 43,856 $ 18,165 $ 63,392 $ 19,063
Interest expense, net 9,347 9,334 18,465 15,211
Provision for income taxes 14,996 6,496 15,690 3,772
Depreciation and amortization 35,345 38,462 71,981 77,542
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”) 103,544 72,457 169,528 115,588
Gain on sale of fixed assets (3,467) (992) (8,856) (3,844)
Stock-based compensation expense 4,630 2,309 7,758 6,049
Loss on debt extinguishment — — — 62
Non-GAAP Adjusted EBITDA $ 104,707 $ 73,774 $ 168,430 $ 117,855
Non-GAAP Adjusted EBITDA % of contract revenues 10.8 % 9.4 % 9.1 % 7.8 %

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	For the Three Months Ended						For the Nine Months Ended
	October 29, 2022			October 30, 2021			October 29, 2022			October 30, 2021
Net income	$	54,012		$	28,717		$	117,404		$	47,780
Interest expense, net	10,592			9,132			29,057			24,343
Provision for income taxes	15,144			6,158			30,835			9,930
Depreciation and amortization	35,454			37,766			107,436			115,307
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	115,202			81,773			284,732			197,360
Gain on sale of fixed assets	(5,135)			(415)			(13,991)			(4,259)
Stock-based compensation expense	4,515			1,789			12,273			7,838
Loss on debt extinguishment	—			—			—			62



Non-GAAP Adjusted EBITDA	$	114,582		$	83,147		$	283,014		$	201,001
Non-GAAP Adjusted EBITDA % of contract revenues	11.0		%	9.7		%	9.8		%	8.5		%

Liquidity and Capital Resources

We are subject to concentrations of credit risk relating primarily to our cash and equivalents, accounts receivable, and contract assets. Cash and equivalents primarily include balances on deposit with banks and totaled ~~$120.3~~$65.3 million as of ~~July 30,~~October 29, 2022 compared to $310.8 million as of January 29, 2022. We maintain 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.

Sources of Cash. Our sources of cash are operating activities, long-term debt, equity offerings, bank borrowings, proceeds from the sale of idle and surplus equipment and real property, and stock option proceeds. Cash flow from operations is primarily influenced by demand for our services and operating margins, but can also be influenced by working capital needs associated with the services that we provide. In particular, working capital needs may increase when we have growth in operations and where project costs, primarily associated with labor, subcontractors, equipment, and materials, are required to be paid before the related customer balances owed to us are invoiced and collected. Our working capital (total current assets less total current liabilities, excluding the current portion of debt) was ~~$1,019.2~~$1,059.4 million as of ~~July 30,~~October 29, 2022 compared to $991.8 million as of January 29, 2022.

Capital resources are used primarily to purchase equipment and maintain sufficient levels of working capital to support our contractual commitments to customers. We periodically borrow from and repay our revolving credit facility depending on our cash requirements. We currently intend to retain any earnings for use in the business and other capital allocation strategies which may include share repurchases, investment in acquisitions, and extinguishment of debt. Consequently, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Our level of capital expenditures can vary depending on the customer demand for our services, the replacement cycle we select for our equipment, and overall growth. We intend to fund these expenditures primarily from operating cash flows, availability under our credit agreement and cash on hand. We expect capital expenditures, net of disposals, to range

from $165.0 million to $175.0 million during fiscal 2023 to support growth opportunities and replacement of certain fleet assets.

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 the $500 million aggregate principal amount of 4.50% senior notes due 2029 (the “2029 Notes”) and outstanding term loan facility and revolver borrowings, if any, under our Credit Agreement, working capital requirements, and the normal replacement of equipment at our expected level of operations for at least the next 12 months. Our capital requirements may increase to the extent we seek to grow by acquisitions that involve consideration other than our stock, experience difficulty or delays in collecting amounts owed to us by our customers, increase our working capital in connection with new or existing customer programs, or to the extent we repurchase our common stock, or repay credit agreement borrowings. Changes in financial markets or other components of the economy could adversely impact our ability to access the capital markets, in which case we would expect to rely on a combination of available cash and our credit agreement to provide short-term funding. Management regularly monitors the financial markets and assesses general economic conditions for

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possible impact on our financial position. We believe our cash investment policies are prudent and expect that any volatility in the capital markets would not have a material impact on our cash investments.

Net Cash Flows. The following table presents our net cash flows for the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 (dollars in millions):


		For the Six Months Ended					For the Nine Months Ended
		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021
Net cash flows:	Net cash flows:					Net cash flows:
(Used in) provided by operating activities	(Used in) provided by operating activities	$	(76.9)	$	58.8	(Used in) provided by operating activities	$	(81.5)	$	163.1
Used in investing activities	Used in investing activities	$	(72.1)	$	(64.1)	Used in investing activities	$	(121.3)	$	(108.3)
(Used in) provided by financing activities	(Used in) provided by financing activities	$	(41.4)	$	255.5	(Used in) provided by financing activities	$	(42.7)	$	197.1

Cash (Used in) Provided by Operating Activities. Depreciation and amortization, non-cash lease expense, stock-based compensation, amortization of debt issuance costs, deferred income taxes, gain on sale of fixed assets and provision for bad debt were the primary non-cash items in cash flows from operating activities during the current and prior periods.

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During the ~~six~~nine months ended ~~July 30,~~October 29, 2022, net cash used in operating activities was ~~$76.9~~$81.5 million. Changes in working capital (excluding cash) and changes in other long-term assets and liabilities used ~~$235.3~~$336.4 million of operating cash flow during the ~~six~~nine months ended ~~July 30,~~October 29, 2022. Changes that used operating cash flow during the ~~six~~nine months ended ~~July 30,~~October 29, 2022

included an increase in accounts receivable, other current assets and inventories, and contract assets, net of ~~$222.8~~$350.7 million, ~~$30.7~~$37.8 million, and ~~$23.5~~$32.9 million respectively. Changes that provided operating cash flow during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 included an increase in accounts payable of ~~$29.3~~$42.1 million and a net ~~decrease~~increase in income ~~tax receivable~~taxes payable of ~~$6.5~~$22.1 million. In addition, changes that provided operating cash flow included a decrease in other assets of ~~$2.6~~$4.2 million and an increase in accrued liabilities of ~~$3.4~~$16.5 million.

Days sales outstanding (“DSO”) is calculated based on the ending balance of total current accounts receivable (including unbilled accounts receivable), net of the allowance for doubtful accounts, and current contract assets, net of contract liabilities, divided by the average daily revenue for the most recently completed quarter. Long-term contract assets are excluded from the calculation of DSO, as these amounts represent payments made to customers pursuant to long-term agreements and are recognized as a reduction of contract revenues over the period for which the related services are provided to the customers. Including these balances in DSO is not meaningful to the average time to collect accounts receivable and current contract asset balances. Our DSO was ~~107~~112 days as of ~~July 30,~~October 29, 2022 compared to ~~125~~113 as of ~~July 31,~~October 30, 2021. The decrease in our DSO was primarily a result of a decrease in outstanding balances for a large customer program. This program consists of multiple tasks which will be billed as the tasks are completed.

See Note 5, Accounts Receivable, Contract Assets, and Contract Liabilities, for further information on our customer credit concentration as of ~~July 30,~~October 29, 2022 and January 29, 2022 and Note 18, Customer Concentration and Revenue Information, for further information on our significant customers. We believe that none of our significant customers were experiencing financial difficulties that would materially impact the collectability of our total accounts receivable and contract assets, net as of ~~July 30,~~October 29, 2022 or January 29, 2022.

During the ~~six~~nine months ended ~~July 31,~~October 30, 2021, net cash generated from operating activities was ~~$58.8~~$163.1 million. Changes in working capital (excluding cash) and changes in other long-term assets and liabilities used ~~$68.1~~$42.9 million of operating cash flow during the ~~six~~nine months ended ~~July 31,~~October 30, 2021. Changes that used operating cash flow during the ~~six~~nine months ended ~~July 31,~~October 30, 2021 included a decrease in accrued liabilities of ~~$10.7~~$21.6 million and an increase in accounts receivable, income tax receivable and other current assets and inventories of ~~$73.9~~$104.5 million, ~~$14.2~~$12.2 million and ~~$13.1~~$7.5 million, respectively, each primarily as a result of the timing of payments. Working capital changes that provided operating cash flow during the ~~six~~nine months ended ~~July 31,~~October 30, 2021 included a decrease in contract assets, net of ~~$32.8~~$86.3 million and other assets of ~~$2.2~~$3.4 million and an increase in accounts payable of ~~$8.7~~$13.2 million.

Cash Used in Investing Activities. Net cash used in investing activities was ~~$72.1~~$121.3 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 compared to ~~$64.1~~$108.3 million during the ~~six~~nine months ended ~~July 31,~~October 30, 2021. During the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, capital expenditures were ~~$80.9~~$135.8 million and ~~$68.4~~$113.5 million, respectively. Capital expenditures increased during the ~~six~~nine months ended ~~July 30,~~October 29, 2022, primarily as a result of spending for new work opportunities and the replacement of certain fleet assets. These expenditures were offset in part by proceeds from the sale of assets of ~~$8.8~~$14.5 million and ~~$4.2~~$5.2 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, respectively.

Cash (Used in) Provided by Financing Activities. Net cash used in financing activities was ~~$41.4~~$42.7 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022. We repurchased 304,030 shares of our common stock in open market transactions, at an

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average price of $93.85 per share, for $28.5 million, during the ~~six~~nine months ended ~~July 30,~~October 29, 2022. We also paid $5.6 million to tax authorities in order to meet the payroll tax withholding obligations on restricted share units that vested during the ~~six~~nine months ended ~~July 30,~~October 29, 2022. In addition, we used approximately ~~$8.8~~$13.1 million to repay term loan borrowings under our Credit Agreement. This was partially offset by the exercise of stock options, which provided ~~$1.4~~$4.6 million during the ~~six~~nine months ended ~~July 30,~~October 29, 2022.

Net cash provided by financing activities was ~~$255.5~~$197.1 million during the ~~six~~nine months ended ~~July 31,~~October 30, 2021. The primary source of cash provided by financing activities during the ~~six~~nine months ended ~~July 31,~~October 30, 2021 was the $500.0 million principal amount of 4.50% senior notes due 2029 (the “2029 Notes”) issued in a private placement in April 2021. During the ~~six~~nine months ended ~~July 31,~~October 30, 2021, we paid approximately $11.6 million in issuance costs and third party fees and expenses related to our financing transactions. We used $105.0 million of the proceeds of the 2029 Notes offering to repay outstanding borrowings under the revolving portion of our Credit Agreement and approximately $71.9 million to repay term loan borrowings under our Credit Agreement. During the ~~six~~nine months ended ~~July 31,~~October 30, 2021, we repurchased 631,638 shares of our common stock in open market transactions, at an average price of $79.16 per share, for $50.0 million. The exercise of stock options provided $0.4 million during the ~~six~~nine months ended ~~July 31,~~October 30, 2021 and we paid ~~$6.4~~$6.5 million to tax authorities in order to meet the payroll tax withholding obligations on restricted share units that vested during the ~~six~~nine months ended ~~July 31,~~October 30, 2021.

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Compliance with Credit Agreement. On April 1, 2021, the Company and certain of its subsidiaries amended its credit agreement, dated as of October 19, 2018, with the various lenders party thereto and Bank of America, N.A., as administrative agent (the “Credit Agreement”) to among other things, decrease the maximum revolver commitment to $650.0 million from $750.0 million and decrease the term loan facility to $350.0 million from $416.3 million. The Credit Agreement includes a $200.0 million sublimit for the issuance of letters of credit and a $50.0 million sublimit for swingline loans. As part of the amendment, the maturity date of the Credit Agreement was extended to April 1, 2026.

Under our Credit Agreement, borrowings bear interest at the rates described below based upon our consolidated net leverage ratio, which is the ratio of our consolidated total funded debt reduced by unrestricted cash and equivalents in excess of $25.0 million to our trailing twelve-month consolidated EBITDA, as defined by our Credit Agreement. In addition, we incur certain fees for unused balances and letters of credit at the rates described below, also based upon our consolidated net leverage ratio.


Borrowings - Eurodollar Rate Loans			1.25% - 2.00% plus LIBOR(1)
Borrowings - Base Rate Loans			0.25% - 1.00% plus Base rate(2)
Unused Revolver Commitment			0.20% - 0.40%
Standby Letters of Credit			1.25% - 2.00%
Commercial Letters of Credit			0.625% - 1.000%

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The weighted average interest rates and fees for balances under our Credit Agreement as of ~~July 30,~~October 29, 2022 and January 29, 2022 were as follows:


		Weighted Average Rate End of Period			Weighted Average Rate End of Period
		July 30, 2022	January 29, 2022		October 29, 2022	January 29, 2022
Borrowings - Term loan facility	Borrowings - Term loan facility	3.75%	1.86%	Borrowings - Term loan facility	5.16%	1.86%
Borrowings - Revolving facility(1)	Borrowings - Revolving facility(1)	—%	—%	Borrowings - Revolving facility(1)	—%	—%
Standby Letters of Credit	Standby Letters of Credit	1.75%	1.63%	Standby Letters of Credit	1.75%	1.63%
Unused Revolver Commitment	Unused Revolver Commitment	0.35%	0.30%	Unused Revolver Commitment	0.35%	0.30%

(1) There were no outstanding borrowings under our revolving facility as of ~~July 30,~~October 29, 2022 and January 29, 2022.

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covenants are subject to a number of exceptions, limitations and qualifications as set forth in the indenture governing the 2029 Notes.

Contractual Obligations. The following table sets forth our outstanding contractual obligations as of ~~July 30,~~October 29, 2022 (dollars in thousands):


		Less than 1 Year		Years 1 – 3		Years 3 – 5		Greater than 5 Years		Total			Less than 1 Year		Years 1 – 3		Years 3 – 5		Greater than 5 Years		Total
2029 Notes	2029 Notes	$	—	$	—	$	—	$	500,000	$	500,000	2029 Notes	$	—	$	—	$	—	$	500,000	$	500,000
Credit agreement – revolving facility	Credit agreement – revolving facility	—		—		—		—		—		Credit agreement – revolving facility	—		—		—		—		—
Credit agreement – term loan facility	Credit agreement – term loan facility	17,500		35,000		288,750		—		341,250		Credit agreement – term loan facility	17,500		35,000		284,375		—		336,875
Fixed interest payments on long-term debt(1)	Fixed interest payments on long-term debt(1)	22,500		45,000		45,000		45,000		157,500		Fixed interest payments on long-term debt(1)	22,500		45,000		45,000		33,750		146,250
Obligations under long-term operating leases(2)	Obligations under long-term operating leases(2)	27,635		33,229		7,973		1,035		69,873		Obligations under long-term operating leases(2)	29,749		35,676		7,951		894		74,270
Obligations under short-term operating leases(3)	Obligations under short-term operating leases(3)	1,572		—		—		—		1,572		Obligations under short-term operating leases(3)	1,575		—		—		—		1,575
Employment agreements	Employment agreements	27,277		4,917		—		—		32,194		Employment agreements	26,686		4,857		—		—		31,543
Deferral of tax payments(4)	Deferral of tax payments(4)	17,047		44		—		—		17,091		Deferral of tax payments(4)	17,046		44		—		—		17,090
Purchase and other contractual obligations(5)	Purchase and other contractual obligations(5)	88,766		6,426		2,109		—		97,301		Purchase and other contractual obligations(5)	99,625		23,241		2,017		—		124,883
Total	Total	$	202,297	$	124,616	$	343,832	$	546,035	$	1,216,781	Total	$	214,681	$	143,818	$	339,343	$	534,644	$	1,232,486

(1) Includes interest payments on our $500.0 million principal amount of 2029 Notes outstanding, and excludes interest payments on our variable rate debt. Variable rate debt as of ~~July 30,~~October 29, 2022 consisted of ~~$341.3~~$336.9 million outstanding under our term loan facility.

(2)Amounts represent undiscounted lease obligations under long-term operating leases and exclude long-term operating leases that have not yet commenced of ~~$0.4~~$0.2 million as of ~~July 30,~~October 29, 2022.

(3)Amounts represent lease obligations under short-term operating leases that are not recorded on our condensed consolidated balance sheet as of ~~July 30,~~October 29, 2022.

(4) During 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), which provided for various tax relief and tax incentive measures. These measures did not have a material impact on our results of operations. However, pursuant to the CARES Act, we deferred the payment of $37.4 million of employer payroll taxes during the year ended December 31, 2020, 50% of which was paid by December 31, 2021 and the remainder is due by December 31, 2022.

(5) We have committed capital for the expansion of our vehicle fleet in order to accommodate manufacturer lead times. As of ~~July 30,~~October 29, 2022, purchase and other contractual obligations includes approximately ~~$80.6~~$82.5 million for issued orders with delivery dates scheduled to occur over the next 12 months.

We have excluded contractual obligations under the multi-employer defined pension plans that cover certain of our employees, as these obligations are determined based on our future union employee payrolls, which cannot be reliably determined as of ~~July 30,~~October 29, 2022.

Our condensed consolidated balance sheet as of ~~July 30,~~October 29, 2022 includes a long-term liability of approximately ~~$45.2~~$48.7 million for accrued insurance claims. This liability has been excluded from the table above as the timing of payments is uncertain.

The liability for unrecognized tax benefits for uncertain tax positions was approximately ~~$12.6~~$14.0 million and $11.9 million as of ~~July 30,~~October 29, 2022 and January 29, 2022, respectively, and is included in other liabilities in the condensed consolidated balance sheets. This 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.

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respectively. The estimated cost to complete projects secured by our outstanding performance and other surety contract bonds was approximately ~~$116.6~~$95.1 million as of ~~July 30,~~October 29, 2022. In addition to performance and other surety contract bonds, as part of our insurance program we also provide surety bonds that collateralize our obligations to our insurance carriers. As of ~~July 30,~~October 29, 2022 and January 29, 2022, we had $20.4 million and $20.3 million, respectively, of outstanding surety bonds related to our insurance obligations. Additionally, we periodically guarantee certain obligations of our subsidiaries, including obligations in connection with obtaining state contractor licenses and leasing real property and equipment.

Letters of Credit. We have standby letters of credit issued under our Credit Agreement as part of our insurance program. These letters of credit collateralize obligations to our insurance carriers in connection with the settlement of potential claims. In connection with these collateral obligations, we had $47.5 million and $46.3 million outstanding standby letters of credit issued under our Credit Agreement as of ~~July 30,~~October 29, 2022 and January 29, 2022, respectively.

Backlog. Our backlog is an estimate of the uncompleted portion of services to be performed under contractual agreements with our customers and totaled ~~$6.028~~$6.116 billion and $5.822 billion at ~~July 30,~~October 29, 2022 and January 29, 2022, respectively. We expect to complete ~~51.6%~~53.6% of the ~~July 30,~~October 29, 2022 total backlog during the next twelve months. Our backlog represents an estimate of services to be performed pursuant to master service agreements and other contractual agreements over the terms of those contracts. These estimates are based on contract terms and evaluations regarding the timing of the services to be provided. In the case of master service agreements, backlog is estimated based on the work performed in the preceding twelve month period, when available. When estimating backlog for newly initiated master service agreements and other long and short-term contracts, we also consider the anticipated scope of the contract and information received from the customer during the procurement process. A significant majority of our backlog comprises services under master service agreements and other long-term contracts.

In many instances, our customers are not contractually committed to procure specific volumes of services under a contract. Contract revenue estimates reflected in our backlog can be subject to change due to a number of factors, including contract cancellations or changes in the amount of work we expect to be performed at the time the estimate of backlog is developed. In addition, contract revenues reflected in our backlog may be realized in different periods from those previously reported due to these factors as well as project accelerations or delays due to various reasons, including, but not limited to, changes in customer spending priorities, scheduling changes, commercial issues such as permitting, engineering revisions, job site conditions, adverse weather, and the potential adverse effects of the COVID-19 pandemic. The amount or timing of our backlog can also be impacted by the merger or acquisition activity of our customers. Many of our contracts may be cancelled by our customers, or work previously awarded to us pursuant to these contracts may be cancelled, regardless of whether or not we are in default. The amount of backlog related to uncompleted projects in which a provision for estimated losses was recorded is not material.

Backlog is not a measure defined by GAAP; however, it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by others.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate and Market Price Risk. We are exposed to market risks related to interest rates on our cash and equivalents and interest rates and market price sensitivity on our debt obligations. We monitor the effects of market fluctuations on interest rates and manage interest rate risks by investing in short-term cash equivalents that bear market rates of interest and by maintaining a mix of fixed and variable rate debt obligations.

Our Credit Agreement permits borrowings at a variable rate of interest. On ~~July 30,~~October 29, 2022, we had variable rate debt outstanding under our Credit Agreement of ~~$341.3~~$336.9 million under our term loan facility. Interest related to these borrowings fluctuates based on LIBOR or the administrative agent’s base rate. The administrative agent's base rate is described in the Credit Agreement as the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the administrative agent's prime rate, and (iii) the Eurodollar rate plus 1.00% and, if such rate is less than zero, such rate shall be deemed zero. At the current level of borrowings, for every 50 basis point change in the interest rate, interest expense associated with such borrowings would correspondingly change by approximately $1.7 million annually.

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The fair value of the fixed rate 2029 Notes will change with changes in market interest rates. Generally, the fair value of the fixed rate 2029 Notes will increase as interest rates fall and decrease as interest rates rise. The following table summarizes the carrying amount and fair value of the 2029 Notes, net of debt issuance costs. The fair value of the 2029 Notes is based on the closing trading price per $100 of the 2029 Notes as of the last day of trading (Level 2), which was ~~$92.00~~$87.25 and $97.50 as of ~~July 30,~~October 29, 2022 and January 29, 2022, respectively (dollars in thousands):


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Principal amount of 2029 Notes	Principal amount of 2029 Notes	$	500,000	$	500,000	Principal amount of 2029 Notes	$	500,000	$	500,000
Less: Debt issuance costs	Less: Debt issuance costs	(6,193)		(6,687)		Less: Debt issuance costs	(5,965)		(6,687)
Net carrying amount of 2029 Notes	Net carrying amount of 2029 Notes	$	493,807	$	493,313	Net carrying amount of 2029 Notes	$	494,035	$	493,313


		July 30, 2022		January 29, 2022			October 29, 2022		January 29, 2022
Fair value of principal amount of 2029 Notes	Fair value of principal amount of 2029 Notes	$	460,000	$	487,500	Fair value of principal amount of 2029 Notes	$	436,250	$	487,500
Less: Debt issuance costs	Less: Debt issuance costs	(6,193)		(6,687)		Less: Debt issuance costs	(5,965)		(6,687)
Fair value of 2029 Notes	Fair value of 2029 Notes	$	453,807	$	480,813	Fair value of 2029 Notes	$	430,285	$	480,813

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 2029 Notes of approximately ~~$14.1~~$13.6 million, calculated on a discounted cash flow basis as of ~~July 30,~~October 29, 2022.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of ~~July 30,~~October 29, 2022, the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of

~~July 30,~~October 29, 2022, the Company’s disclosure controls and procedures are effective to provide reasonable assurance 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 by the Securities and Exchange Commission’s rules and forms, and (2) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) 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.

Refer to Note 19, Commitments and Contingencies, in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10‑Q.

Item 1A. Risk Factors.

Our business is subject to a variety of risks and uncertainties. These risks are described elsewhere in this Quarterly Report on Form 10-Q or our other filings with the U.S. Securities and Exchange Commission, including Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022. The risks identified in such reports have not changed in any material respect.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) During the three months ended ~~July 30,~~October 29, 2022, the Company did not sell any equity securities that were not registered under the Securities Act of 1933.

(b) Not applicable.

~~July 30,~~October 29, 2022:

Period
Total Number of Shares Purchased (1)
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
May 1, 2022 - May 28, 2022 — $ — — (2)
May 29, 2022 - June 25, 2022 — $ — — (2)
June 26, 2022 - July 30, 2022 104,030 $ 96.06 — (2)


Period	Total Number of Shares Purchased (1)	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
July 31, 2022 - August 27, 2022	—	$	—	—	(2)
August 28, 2022 - September 24, 2022	—	$	—	—	(2)
September 25, 2022 - October 29, 2022	—	$	—	—	(2)

(1) All shares repurchased have been subsequently canceled

(2) Repurchases of Common Stock. On March 2, 2022 the Company announced that its Board of Directors had authorized a new $150 million program to repurchase shares of the Company’s outstanding common stock through August 2023 in open market or private transactions. The new authorization replaces the remaining $43.9 million that was available under the prior authorization. During the ~~second~~third quarter of fiscal 2023, the Company ~~repurchased 104,030~~did not repurchase any shares of its own common ~~stock, at an average price of $96.06, for $10.0 million.~~stock. As of ~~July 30,~~October 29, 2022, $121.5 million of the authorization was available for repurchases.

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Item 6. Exhibits.

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


Exhibit Number

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.
10.1*			~~2012 Long-Term Incentive Plan, amended~~Employment Agreement by and ~~restated effective~~between Dycom Industries, Inc. and Jason T. Lawson, dated as of ~~May 26,~~October 10, 2022 (incorporated by reference to ~~Appendix A to~~ Dycom Industries, Inc.’s ~~Definitive Proxy Statement~~Current Report on Form 8-K filed with the SEC on ~~April 15,~~October 11, 2022).
101 +			The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~July 30,~~October 29, 2022, formatted in Inline XBRL: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements.
104 +			The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~July 30,~~October 29, 2022, formatted in Inline XBRL (included as Exhibit 101)

*			Indicates a management contract or compensatory plan or arrangement.
+			Filed herewith
++			Furnished herewith

Table of Contents

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:

~~August 25,~~November 23, 2022

/s/ Steven E. Nielsen

Name:
Title:

Steven E. Nielsen
President and Chief Executive Officer

Date:

~~August 25,~~November 23, 2022

/s/ H. Andrew DeFerrari

Name:
Title:

H. Andrew DeFerrari
Senior Vice President and Chief Financial Officer