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AFTER HRS · 18:20 ET
Market ClerkRecap
Wed Oct 21 · after hours2 signals today106 insider buys this week · $305.5MCIRO short report next: Oct 31The week ahead

DY

DYCOM INDUSTRIES INC
NYSE · INDUSTRIALS · WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
237.46
−14.54 −5.77%
USD · close Oct 21

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How DY rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026
Text kept
38%
of sentences unchanged
Added
395
new sentences
Dropped
345
sentences removed
Length
+3,630
words, now 37,153

New in FY2026

  • Introduction We are a leading provider of specialty contracting services focused on the digital infrastructure, telecommunications and utilities industries throughout the United States.
  • These services include program management, planning; engineering and design; aerial, underground, and wireless construction; maintenance; and fulfillment services for telecommunications and digital infrastructure providers.
  • We also provide underground facility locating services for various utilities, including telecommunications providers, as well as other construction and maintenance services for electric and gas utilities.
  • Additionally, we provide comprehensive building infrastructure solutions, including electrical, energy management, security, and fire safety systems for data centers and other critical facilities.
  • Demand for high-speed and low-latency connectivity is expanding, driven by data-intensive applications and mobile usage, necessitating extensive wireline network upgrades and extensions, new and expanding fiber and electrical infrastructure for data centers to meet the current and future needs of cloud compute, AI and advanced wireless network deployments.
  • This widespread need for expanded and enhanced connectivity fuels significant opportunities within the digital infrastructure industry.
  • Our relationships, national footprint, and ability to manage increasingly complex services differentiate us and we are confident in our ability to capitalize on industry opportunities.
  • Our strategy centers on our core maintenance and operations services which provide a strong foundation to capitalize on other drivers of demand for digital infrastructure.
  • These include multi-year fiber-to-the-home deployments throughout the United States, increasing fiber and electrical infrastructure builds to support hyperscaler data center growth, continued state and federal program spending to bridge the digital divide and wireless network modernization programs to meet increasing digital demands.
  • The cyclical nature of the industries we serve affects demand for our services, and our contract revenues and results of operations exhibit seasonality as a significant portion of our Communications segment work is performed outdoors.
  • 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, and our customers’ positioning and strategic plans.
  • Other factors that may affect our customers and their capital expenditure budgets include the availability of state and federal funding, the implementation or enforcement of regulations or regulatory actions impacting our customers’ businesses, merger or acquisition activity involving our customers, and the physical maintenance needs of our customers’ infrastructure.
  • 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 and many leading general contractors specializing in data center construction.
  • Our customer base is highly concentrated.
  • The following reflects the percentage of total contract revenues from customers who contributed at least 10% to our total contract revenues during fiscal 2026, fiscal 2025, or fiscal 2024: Fiscal Year Ended January 31, 2026 January 25, 2025 January 27, 2024 AT&T, Inc.
  • (1) 25.4% 20.1% 16.9% Verizon Communications, Inc.
  • (2) 14.0% 12.2% 14.0% Lumen Technologies, Inc.
  • (1) 10.8% 12.1% 15.6% Comcast Corporation 7.4% 8.5% 10.7% (1) On February 2, 2026, AT&T Inc. completed its acquisition of substantially all of the mass markets fiber business from Lumen Technologies Inc.
  • Since this transaction occurred subsequent to fiscal 2026, we have continued to report revenues for the mass markets fiber business under Lumen Technologies Inc.
  • (2) Includes revenue attributable to Frontier Communications Corporation retrospectively for all periods presented as a result of its acquisition by Verizon Communications, Inc. on January 20, 2026.
  • The following table summarizes our contract revenues from multi-year master service agreements and other long-term contracts, as a percentage of contract revenues: Fiscal Year Ended January 31, 2026 January 25, 2025 January 27, 2024 Multi-year master service agreements 86.6 % 79.3 % 77.7 % Other long-term contracts 5.6 % 10.0 % 11.9 % Total long-term contracts 92.2 % 89.3 % 89.6 % Acquisitions As part of our growth strategy, we may acquire companies that expand, complement, or diversify our business.
  • During the fourth quarter of fiscal 2026, we acquired Power Solutions, LLC (“Power Solutions”), a company that provides comprehensive building infrastructure solutions, including electrical, energy management, security, and fire safety systems for data centers and other critical facilities i n the Greater Washington D.C., Maryland, and Virginia area.
  • This acquisition expands our service offerings and our customer base.
  • The purchase price was valued at $ 1.95 billion as of the signing of the acquisition on a cash-free, debt-free basis.
  • The value is subject to post-closing adjustment, including the final determination of cash, indebtedness and working capital balances.
  • At the closing date, the funding of the acquisition included a cash payment of $ 1,644.9 million ($ 1,628.6 million net of cash acquired of $ 16.3 million), the issuance of 1,011,069 shares of Dycom common stock to the sellers valued at $ 351.0 million, and the assumption of seller indebtedness of $ 64.8 million.
  • Total consideration was $ 1,995.9 million.
  • The acquisition of Power Solutions resulted in the addition of a new operating segment which is also a new reportable segment – Building Systems.
  • For a discussion of our business and reportable segments, see Item 1.
  • This acquisition expands our geographic presence within our existing customer base Results of the businesses acquired are included in our consolidated financial statements from their respective dates of acquisition.
  • The purchase price allocation of the company acquired in fiscal 2026 is preliminary and will be completed when valuations for intangible assets and other amounts are finalized within the 12-month measurement period from the date of acquisition.
  • Fiscal 2026 had 53 weeks of operations while fiscal 2025 had 52 weeks.
  • Loss on debt extinguishment for fiscal 2026 of $7.3 million and fiscal 2025 of $1.0 million includes the write-off of deferred debt issuance costs in connection with the Credit Agreement amendments.
  • Our contract revenues and results of operations exhibit seasonality and are impacted by adverse weather changes as we perform a significant portion of our Communications segment work outside.
  • For certain contracts, representing less than 5 % of contract revenues during fiscal 2026, fiscal 2025, and fiscal 2024, we use the cost-to-cost measure of progress.
  • These contracts are generally projects that are completed over a period 12 months or less and for which payment may be received based on project milestones or in a lump sum at the end of the project.
  • There were no material amounts of unapproved change orders or claims recognized during fiscal 2026, fiscal 2025, and fiscal 2024.
  • As of January 31, 2026 and January 25, 2025, the contract liabilities balance is classified as current based on the timing of when we expect to complete the tasks required for the recognition of revenue.
  • The following table sets forth goodwill and other intangible assets, net by reportable segment as of January 31, 2026 (dollars in millions): Communications Building Systems Total Goodwill $ 332.6 $ 1,110.8 $ 1,443.4 Percentage of total 23.0 % 77.0 % 100.0 % Other intangible assets, net $ 171.3 $ 754.6 $ 925.9 Percentage of total 18.5 % 81.5 % 100.0 % We review finite-lived intangible assets for impairment whenever an event occurs or circumstances change that indicate that the carrying amount of such assets may not be fully recoverable.
  • We performed our annual impairment assessment for fiscal 2026, fiscal 2025, and fiscal 2024, and concluded that no impairment of goodwill or the indefinite-lived intangible asset was indicated at any reporting unit for any of the periods.

and 355 more.

Gone since FY2025

  • 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, as well as other construction and maintenance services for electric and gas utilities.
  • Significant demand for broadband services 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, an increasing number of diverse industry participants are constructing or upgrading wireline networks throughout the country.
  • These wireline networks enable the delivery of gigabit network speeds to consumers and businesses.
  • Dramatically increased speeds for consumers are being provisioned and consumer data usage is growing, particularly upstream.
  • In addition, the advent of AI data centers has created expanding opportunities as hyperscalers look to connect data centers with long-haul, private, redundant fiber networks.
  • Finally, wireless networks are deploying additional spectrum bands and equipment to more broadly and efficiently provision higher broadband services for both fixed and mobile access.
  • 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.
  • Some of these same industry participants who also provide wireless services, strongly believe that the ability to provision converged wireline fiber and wireless services creates significant competitive advantages.
  • This belief is evident as some wireless providers have recently invested in new fiber providers while another wireline/wireless provider is deploying fiber networks outside its traditional geographic footprint.
  • As a result, we continue to see a meaningfully broader set of opportunities for our industry.
  • We are pleased that a number of our customers have entered into strategic transactions (including refinancings) intended to provide the capital necessary for the incremental deployment of fiber over the next several years.
  • In addition to the incremental private capital associated with these transactions, we continue to see unprecedented levels of federal and state support for rural broadband deployment programs.
  • We believe the magnitude and importance of these programs should not be under appreciated as they address some of the more difficult locations to deploy in America and represent a generational deployment opportunity.
  • We believe that the long-term value of our maintenance and operations business will continue to increase relative to our deployment of wireline and converged networks, as those deployments dramatically increase the amount of outside plant that must be extended and maintained.
  • As customer projects increase in scope and complexity, our industry focus, scale and financial strength position us well to deliver valuable services and anticipate and meet the demands for our customers.
  • The cyclical nature of the industry we serve affects demand for our services.
  • 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 public health emergencies or pandemics.
  • 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.
  • 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 accounting for approximately 55.4%, 57.7%, and 66.7% of our total contract revenues during fiscal 2025, fiscal 2024, and fiscal 2023, respectively.
  • The following reflects the percentage of total contract revenues from customers who contributed at least 2.5% to our total contract revenues during fiscal 2025, fiscal 2024, or fiscal 2023: Fiscal Year Ended January 25, 2025 January 27, 2024 January 28, 2023 AT&T, Inc. 20.1% 16.9% 25.2% Lumen Technologies, Inc. 12.1% 15.6% 12.7% Comcast Corporation 8.5% 10.7% 11.3% Charter Communications, Inc. 7.3% 4.4% 1.8% Brightspeed 6.6% 4.7% 1.0% Verizon Communications, Inc. 6.1% 9.0% 9.1% Frontier Communications Corporation 6.0% 5.1% 8.5% In addition, another customer contributed 7.4%, 5.5% and 3.7% to our total contract revenues during fiscal 2025, fiscal 2024, and fiscal 2023, respectively.
  • The following table summarizes our contract revenues from multi-year master service agreements and other long-term contracts, as a percentage of contract revenues: Fiscal Year Ended January 25, 2025 January 27, 2024 January 28, 2023 Multi-year master service agreements 79.3 % 77.7 % 79.5 % Other long-term contracts 10.0 % 11.9 % 10.5 % Total long-term contracts 89.3 % 89.6 % 90.0 % Acquisitions As part of our growth strategy, we may acquire companies that expand, complement, or diversify our business.
  • This acquisition expands our geographic presence within our existing customer base Fiscal 2023.
  • During the fourth quarter of fiscal 2023, we acquired the assets of a telecommunications construction company for $ 0.4 million.
  • Results of the businesses acquired are included in our consolidated financial statements from their respective dates of acquisition.
  • The purchase price allocations of the companies acquired in fiscal 2025 are preliminary and will be completed when valuations for intangible assets and other amounts are finalized within the 12-month measurement period from the date of acquisition.
  • Loss on debt extinguishment for fiscal 2025 of $1.0 million includes the write-off of deferred debt issuance costs in connection with the Credit Agreement amendment.
  • Our contract revenues and results of operations exhibit seasonality and are impacted by adverse weather changes as we perform a significant portion of our work outdoors.
  • For certain contracts, representing less than 5 % of contract revenues during fiscal 2025, fiscal 2024, and fiscal 2023, we use the cost-to-cost measure of progress.
  • These contracts are generally projects that are completed over a period of less than 12 months and for which payment is received in a lump sum at the end of the project.
  • There were no material amounts of unapproved change orders or claims recognized during fiscal 2025, fiscal 2024, and fiscal 2023.
  • As of January 25, 2025 and January 27, 2024, the contract liabilities balance is classified as current based on the timing of when we expect to complete the tasks required for the recognition of revenue.
  • We performed our annual impairment assessment for fiscal 2025, fiscal 2024, and fiscal 2023, and concluded that no impairment of goodwill or the indefinite-lived intangible asset was indicated at any reporting unit for any of the periods.
  • For the Company’s indefinite-lived intangible asset we performed a qualitative assessment for fiscal 2025 and 2024 and a quantitative analysis for fiscal 2023.
  • The table below outlines certain assumptions used in our annual quantitative impairment analyses for fiscal 2025, fiscal 2024, and fiscal 2023: Fiscal Year Ended January 25, 2025 January 27, 2024 January 28, 2023 Terminal Growth Rate 2 % - 3 % 2.5 % 2 % - 3 % Discount Rate 10.5 % 10.5 % 11.5 % The discount rate reflects risks inherent within each reporting unit operating individually.
  • The discount rate for fiscal 2025 is consistent with the rate used in fiscal 2024.
  • While the cost of debt decreased, there was a decrease in the market participant debt-to-capital ratios which resulted in the same weighted average cost of capital as prior year.

and 305 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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