UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED JUNE 30, 2011
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER 001-32582
PIKE ELECTRIC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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20-3112047 |
(State of incorporation)
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(I.R.S. Employer Identification No.) |
100 Pike Way, Mount Airy, NC 27030
(Address of principal executive office)
(336) 789-2171
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
Common Stock, par value $0.001
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definition of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The aggregate market value of voting and non-voting common equity held by non-affiliates of
the registrant, as of December 31, 2010, was approximately $155,398,266 based on the closing sales
price of the common stock on such date as reported on the New York Stock Exchange.
The number of shares of the Registrants common stock outstanding as of August 31, 2011 was
34,685,284.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive Proxy Statement for the 2011 Annual Meeting of Stockholders is incorporated by
reference in Part III of this Form 10-K to the extent described herein.
PIKE ELECTRIC CORPORATION
Annual Report on Form 10-K for the year ended June 30, 2011
Index
Items
PART I
Overview
Pike Electric Corporation was founded by Floyd S. Pike in 1945 and later incorporated in North
Carolina in 1968. We reincorporated in Delaware on July 1, 2005, in connection with our July 2005
initial public offering (IPO). We are headquartered in Mount Airy, North Carolina. Our common
stock is traded on the New York Stock Exchange under the symbol PIKE.
We are one of the largest providers of energy solutions for investor-owned, municipal and
co-operative utilities in the United States. Since our founding in 1945, we have evolved from our
roots as a specialty non-unionized contractor for electric utilities focused on the distribution
sector in the Southeastern United States to a national, leading turnkey energy solutions provider
with diverse capabilities servicing over 200 private, municipal, and cooperative electric
utilities, such as American Electric Power Company, Inc., Dominion Resources, Inc., Duke Energy
Corporation, Duquesne Light Company, E.On AG, Florida Power & Light Company, Progress Energy, Inc., and The Southern Company. Leveraging our
core competencies as a company primarily focused on providing a broad range of electric
infrastructure services principally for utilities customers, we believe our experienced management
team has positioned us to benefit from the substantial long term growth drivers in our industry.
Over the past three years, we have reshaped our business platform and territory significantly
from being a distribution construction company based primarily in the southeastern United States to
a national energy solutions provider. We have accomplished this through organic growth and
strategic acquisitions of companies with complementary service offerings and geographic footprints.
Our acquisition of Shaw Energy Delivery Services, Inc. on September 1, 2008 expanded our operations
into engineering, design, procurement and construction management services, including in the
renewable energy arena, and significantly enhanced our substation and transmission construction
capabilities. This acquisition also extended our geographic presence across the continental United
States. Our acquisition of Facilities Planning & Siting, PLLC on June 30, 2009 enabled us to
provide siting and planning services to our customers which positions us to be involved at the
conceptual stage of our customers projects. On June 30, 2010, we acquired Klondyke Construction
LLC (Klondyke), based in Phoenix, Arizona, which
complemented our engineering and design
capabilities with construction services related to substation, transmission, and renewable energy
infrastructure and on August 1, 2011, we acquired Pine Valley
Power, Inc. (Pine Valley), based in
Bluffdale, Utah, further strengthening our substation, transmission, distribution, and geothermal
construction service capabilities in the Western U.S. We believe our acquisitions of Klondyke and
Pine Valley allow us to continue to expand our engineering, procurement and construction (EPC)
services in the Western portion of the United States and better compete in markets with unionized
workforces. In addition, we recently began pursuing international opportunities and we were awarded
a contract to construct 500 miles of distribution line in Tanzania.
1
Our comprehensive suite of energy solutions now includes siting, permitting, engineering,
designing, planning, constructing, maintaining and repairing power delivery systems, including
renewable energy projects, all as further described in the table below:
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Service |
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Revenue Category |
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Description |
Planning & Siting
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Engineering and Substation
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Our planning and siting process leverages
technology and the collection of
environmental, cultural, land use and
scientific data to facilitate successful
right-of-way negotiations and permitting for
powerlines, substations, pipelines and
renewable energy installations. |
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Engineering & Design
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Engineering and Substation
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We provide design, EPC, owner engineer,
project management, multi-entity coordination,
grid integration, balance-of-plant (BOP) and
Thermal Rate solutions for individual or
turnkey powerline, substation and renewable
energy projects. |
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Transmission and
Distribution Construction
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Overhead Distribution and
Other, Underground
Distribution and
Transmission
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We provide overhead and underground powerline
construction, upgrade and extension services
(predominately single-pole and H-frame wood,
concrete or steel poles) for distribution
networks and transmission lines with voltages
up to 345 kV, energized maintenance work for
voltages up to 500kV. |
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Overhead services consist of construction,
repair and maintenance of wire and components
in energized overhead electric distribution
and transmission systems. |
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Underground services range from simple
residential installations, directional boring,
duct bank and manhole installation, to the
construction of complete underground
distribution facilities. |
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Substation Construction
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Engineering and Substation
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We provide substation construction and service. |
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Substation services include: construction of
new substations, existing substation upgrades,
relay testing, commissioning, emergency outage
response and Smart Grid component
installation. |
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Renewables
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Depending on project, can
be any type of core
revenue
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We provide a total energy solution platform,
including preliminary studies, planning,
siting and permitting, engineering and design,
construction, procurement and grid
interconnection. |
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Storm Restoration Services
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Storm Restoration Services
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Storm restoration involves the repair or
reconstruction of any part of a distribution
or sub-500 kV transmission network, including
substations, power lines, utility poles or
other components, damaged during snow, ice or
wind storms, flash floods, hurricanes,
tornadoes or other natural disasters. We are a
recognized leader in storm restoration, due to
our ability to rapidly mobilize thousands of
existing employees and equipment within 24
hours, while maintaining a functional force
for unaffected customers. |
2
Industry Overview
The electrical industry is comprised of investor-owned, municipal and co-operative utilities,
independent power producers and independent transmission companies, with three distinct functions:
generation, distribution and transmission. The electric transmission and distribution
infrastructure is the critical network that connects power from generators to residential,
commercial and industrial end users. Electric transmission refers to power lines and substations
through which electricity is transmitted over long distances at high voltages (over 69 kV) and
lower voltage lines that connect high voltage transmission infrastructure to local distribution
networks. Electric distribution refers to the local distribution network, including related
substations that step down voltages to distribution levels, which provide electricity to end users
over shorter distances.
We believe there are significant opportunities for our business and the services we provide
due to the following factors:
Required Future Investment in Transmission and Distribution Infrastructure.
Long-term increases in electricity demand, the increasing age of United States electricity
infrastructure due to historically insufficient investment and geographic shifts in population have
stressed the current electricity infrastructure and increased the need for maintenance, upgrades
and expansion. Further, current federal legislation requires the power industry to meet federal
reliability standards for its transmission and distribution systems. According to North American
Electric Reliability Corporation, transmission circuit miles will increase by 9% by 2019.
Additionally, we believe there is significant demand for first or second generation build-out of
electricity infrastructure in developing countries. While the United States infrastructure is
characterized by its maturity and need for maintenance, we believe certain developing countries
suffer from inefficient infrastructure or a lack of infrastructure altogether. As a result, we
believe these markets present opportunities for companies, such as ourselves, with scale,
sophistication and size to utilize their skills and equipment in productive and profitable
projects.
Expanded Development of Energy Sources. We expect to benefit from the development of new
sources of electric power generation. Twenty-nine states and
Washington, D.C. have adopted
mandatory Renewable Portfolio Standards (RPS), programs that require a certain percentage of
electric power come from renewable sources, and five other states have enacted non-binding
RPS-like goals. Several of the provisions of the American Recovery and Reinvestment Act of 2009
(ARRA) include incentives for investments in renewable energy, energy efficiency and related
infrastructure. According to North American Electric Reliability Corporation, approximately 60% of
all new power sources to be added to the bulk power system by 2019 will come from wind and solar.
The future development of renewable energy sources, as well as new traditional power generation
facilities such as nuclear power, will require incremental transmission and substation
infrastructure to transport power to demand centers.
Increased Outsourcing of Infrastructure Services. Due to cost control initiatives, the ability
to improve service levels and aging workforce trends, utilities have increased the outsourcing of
their electricity infrastructure maintenance and construction services needs. We believe that a
majority of utility infrastructure services are still conducted in-house and that our customers,
especially investor-owned electric utilities, will expand outsourcing of utility infrastructure
services over time. Outsourced service providers are often able to provide the same services at a
lower cost because of their specialization, larger scale and ability to better utilize their
workforce and equipment across a larger geographic footprint.
Our Growth Strategy
Our growth strategy is to expand our broad service offerings across existing and new customers
both in the United States as well as internationally. The key elements of the strategy include:
Leverage Existing Customer Relationships to Cross-Sell Our Services. As a leading energy
solutions provider, we have turnkey capabilities ranging from planning and siting to engineering
and design to construction. We believe growth in our markets will be driven by bundling services
and marketing these offerings to our large and extensive customer base and new customers. By
offering these services on a turnkey basis, we believe we enable our customers to achieve economies
and efficiencies over traditional unbundled services. We believe this should ultimately lead to an
expansion of our market share across our existing customer base and provide us the credibility to
secure opportunities from new customers. Our recent receipt of an eight year EPC transmission job
worth
approximately $275 million for a South Carolina nuclear facility highlights our ability to
deliver a wide range of services and win new contracts.
3
Capitalize Upon the Substantial Expected Spend in Our Markets. We believe that the United
States power system and network reliability will require significant future upkeep given the
postponement of maintenance spending in recent years due to the difficult economic conditions,
which we expect will drive demand for our services. We believe our leading position in the markets
we service will enable us to capitalize on increases in demand for our services.
Strong Platform to Participate in the Continued Consolidation of the Energy Solutions Market
in the United States. The domestic competitive landscape in our industry includes only a few other
large companies that offer a broad spectrum of energy solutions services while the vast majority of
our competitors and other market participants are local and regional firms offering only a limited
number of services. We believe our existing and potential customers desire a deeper range of
service offerings on an ever-increasing scale. Consequently, we believe our broad platform of
service offerings will enable us to acquire additional market share and further penetrate our
existing markets.
In addition, we believe our broad platform of service offerings will be attractive to local
and regional firms looking to consolidate with a larger company offering a more diversified and
complete set of services. We have a successful history of identifying and integrating acquisitions.
For example:
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in September 2008, we acquired Shaw Energy Delivery Services, Inc., which
expanded our operations into engineering, design, procurement and construction
management services, including in the renewable energy arena, significantly
enhanced our substation and transmission construction capabilities, and further
extended our geographic presence across the United States; |
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in June 2009, we acquired Facilities Planning & Siting, PLLC, which allows us to
provide siting and planning services to our customers which positions us to be
involved at the conceptual stage of their projects; |
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in June 2010, we acquired Klondyke, which expanded our construction capabilities
into the Southwest United States and provides us the capability to provide EPC
services to our customers in the Western United States and to compete in unionized
labor markets; and |
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in August 2011, we acquired Pine Valley, which expanded our construction
capabilities into the Western United States and, when coupled with Klondyke,
provides us depth and experience in the T&D construction market in the Western U.S.
and leverages our EPC offering to our customers. |
Apply our Expertise to International Markets. We currently are pursuing international
opportunities, both individually and through strategic partnerships. We believe that our reputation
and experience combined with our broad range of services allows us to opportunistically bid on
attractive international projects. For example, in August 2010, we won our first international EPC
contract of approximately $18 million to construct 500 miles of distribution line in Tanzania over
what we believe will be the next 1.5 years. Planning and siting for this project are substantially
complete, engineering and design work is under way, and construction began in July 2011. This
project is supported by United States government commitments and guarantees. We believe there will
be other large and financially attractive projects to pursue in international markets over the next
few years as developing regions including Africa install or develop their electric infrastructure.
4
Competitive Strengths
We believe that we have a unique and strong competitive position in the markets in which we
operate resulting from a number of factors including:
Leading Provider of Energy Solutions. We believe that we are one of only a few companies
offering a broad spectrum of energy solutions that our current and prospective customers
increasingly demand. We differentiate ourselves from many of our competitors based on the size and
scale of our turnkey capabilities, from planning and siting to engineering and design to
construction and maintenance. With these capabilities, we can satisfy almost all
customer project requirements from inception to commission. The ability to perform planning,
siting, permitting, engineering, construction, and commissioning with in-house resources provides
us better control of schedule, cost, and quality. In addition, most of our engineering and
construction personnel have extensive electrical infrastructure design and operating experience.
Attractive, Contiguous Presence in Key Geographic Markets. We operate in a contiguous
geographic market covering 43 states for siting and engineering and 32 states for construction
services. Over the long-term, our markets have exhibited strong population growth and increases in
electricity consumption, which have increased demand for our services. Moreover, the contiguous
nature of our service territory provides us with significant operating efficiency and flexibility
in responding to our customers needs across our full range of energy solutions. Our extensive
network of offices enables us to deliver our services in most key markets of the United States and
enhances our opportunity to expand our customer reach. In addition, we believe our customized, well
maintained and extensive fleet and experienced crews provide us with a competitive advantage in our
ability to service our customers and respond rapidly to storm restoration opportunities. These
attributes enable us to effectively deploy our fleet resources of over 4,700 pieces of motorized
equipment across our national footprint, unlike many of our competitors who lack such resources.
Long-Standing Relationships Across a High-Quality Customer Base. We have a diverse customer
base with broad geographic presence throughout the United States that includes over 200
investor-owned, municipal and co-operative electric utilities, such as American Electric Power,
Dominion, Duke Energy, Duquesne Light, E.On AG, Florida Power & Light, PacifiCorp, Progress Energy, and The Southern Company. Many of our customer
relationships extend for more than 25 years. We believe these important relationships provide us an
advantage in competing for their business and developing new clients.
Outsourced Services-Based Business Model. We provide vital services to investor-owned,
municipal and co-operative electric utilities, the vast majority of which are provided under
long-term master services agreements (MSAs) with our customers. Over time, many of our customers
have increased their reliance on outsourcing the maintenance and improvement of their distribution
and transmission systems to third-party service providers in an effort to more efficiently and cost
effectively manage their core business. We believe this outsourcing trend will continue to be a key
growth driver for the leading participants in our industry as electric utilities continue to focus
more on their core competencies.
Recognized Leader in Storm Restoration Capabilities. Our construction footprint includes the
areas of the U.S. power grid we believe are the most susceptible to damage caused by inclement
weather, such as hurricanes and ice storms. Our contiguous geographic footprint enables us to work
with our customers to secure the crews from non-affected areas and relocate them to the storm area
quickly. Storm restoration services do not require dedicated storm teams on call or any
additional storm-specific crew additions. Our flexible business strategy allows us to position
crews where they are needed. We maintain a dedicated 24-hour Storm Center that acts as the single
hub of command. Our storm restoration services often solidify existing customer relationships and
create opportunities with new customers. Our storm restoration revenues vary significantly from
year-to-year as shown in the table below.
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Storm |
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Storm Revenues |
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Fiscal |
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Restoration |
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Total |
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as a Percentage of |
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Year |
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Revenues |
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Revenues |
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Total Revenues |
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(In millions) |
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(In millions) |
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2007 |
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$ |
53.2 |
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$ |
596.8 |
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8.9 |
% |
2008 |
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$ |
49.4 |
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$ |
552.0 |
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8.9 |
% |
2009 |
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$ |
152.9 |
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$ |
613.5 |
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24.9 |
% |
2010 |
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$ |
46.6 |
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$ |
504.1 |
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9.2 |
% |
2011 |
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$ |
64.5 |
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$ |
593.9 |
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10.9 |
% |
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The following table sets forth certain information related to selected storm
mobilizations in recent years:
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Selected Storm Mobilizations |
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Approximate |
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Number of |
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Employees |
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Storm (States Affected) |
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Fiscal Year |
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Mobilized |
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Hurricanes / Tropical Storms / Other |
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April Tornadoes (TX, OK, AR, LA, MS, AL, GA, TN, KY) |
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2011 |
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1,750 |
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Ike (TX, LA, AR, OH, KY) |
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2009 |
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2,500 |
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Gustav (LA, MS, AL) |
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2009 |
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1,500 |
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Fay (FL, AL, MS) |
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2008 |
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900 |
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Winter Storms |
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February Winter Storm (IN, OH, PA, VA, MD, Dist. of Columbia, LA, TX) |
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2011 |
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1,200 |
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January Winter Storm (VA, WV, Dist. of Columbia, MD) |
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2011 |
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600 |
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Winter Storm (TX, OK, GA, SC, NC, VA, WV, MD, OH, PA) |
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2010 |
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1,800 |
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Winter Storm (KY, NC, VA, TN, WV) |
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2010 |
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1,350 |
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Winter Storm (IN, KY, MO, OH) |
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2009 |
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2,200 |
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Ice Storm (OK) |
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2008 |
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1,350 |
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Ice Storm (MO) |
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2007 |
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1,500 |
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Experienced Operations Management Team with Extensive Relationships. Our operations
management team and its members have served in a variety of roles and senior positions with us, our
customers and our competitors. We believe that our management teams deep industry knowledge,
experience and relationships extend our operating capabilities, improve the quality of our
services, facilitate access to clients and enhance our strong reputation in the industry. In
addition, our management team has successfully integrated several acquisitions that have broadened
our geographic footprint and expanded our energy solutions portfolio.
Types of Service Arrangements
For the fiscal year ended June 30, 2011, approximately 79% of our services were provided under
master service agreements (MSAs) that cover transmission and distribution maintenance, upgrade
and extension services, as well as some new construction services including engineering, siting and
planning. The remaining 21% of our services were generated by fixed-price agreements. Work under
MSAs is typically billed based on either hourly usage of labor and equipment or unit of work.
Hourly arrangements involve billing for actual productive hours spent on a particular job. The
unit-based arrangements involve billing for actual units (completed poles, cross arms, specific
length of line, etc.) based on prices defined in customers MSAs. Revenues for longer duration
fixed-price contracts are recognized using the percentage-of-completion method, measured by the
percentage of costs incurred to date to total estimated costs for each contract.
6
Initial arrangement awards are usually made on a competitive bid basis; however, extensions
are often completed on a negotiated basis. As a result of our track record of quality work and
services, a majority of our arrangements are renewed at or before the expiration of their terms. We
have extended many of our agreements in the current business environment to position ourselves for
an upturn in the economy.
The terms of our service arrangements are typically one to three years for co-operative and
municipal utilities and three to five years for investor-owned utilities, with periodic pricing
reviews. Due to the nature of our MSAs, in many instances our customers are not committed to
minimum volumes of services, but rather we are committed to perform specific services covered by
MSAs if and to the extent requested by the customer. The customer is obligated to obtain these
services from us if they are not performed by their employees. Therefore, there can be no assurance
as to the customers requirements during particular periods, nor are estimations predictive of
future revenues. Most of our arrangements, including MSAs, may be terminated by our customers on
short notice. Because the majority of our customers are well-capitalized, investment grade-rated
electric utilities, we have historically experienced minimal bad debts.
Seasonality
Because our services are performed outdoors, operational results can be subject to seasonal
weather variations. These seasonal variations affect both construction and storm restoration
services. Extended periods of rain can negatively affect deployment of construction crews,
particularly with respect to underground work. During winter months, demand for construction work
is generally lower due to inclement weather. Demand for construction work generally increases
during spring and summer months, due to improved weather conditions. Due to the unpredictable
nature of storms, the level of storm restoration revenues fluctuates from period to period.
Competition
We face significant competition. Our competitors vary in size, geographic scope and areas of
expertise. We also face competition from in-house service organizations of our existing and
prospective customers, which may employ personnel who perform some of the same types of services we
provide.
We believe that the principal competitive factors in the end markets in which we operate are:
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diversified services, including the ability to offer turn-key EPC project services; |
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customer relationships and industry reputation; |
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responsiveness in emergency restoration situations; |
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adequate financial resources and bonding capacity; |
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geographic breadth and presence in customer markets: |
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pricing of services, particularly under MSA constraints; and |
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safety concerns of our crews, customers and the general public. |
We believe that we have a favorable competitive position in our markets due in large part to
our ability to execute with respect to each of these factors. Our years of experience, broad
spectrum of service offerings, customer service and safety contribute to our competitive
advantages.
Small third-party service providers pose a smaller threat to us than national competitors
because they are frequently unable to compete for larger, blanket service agreements to provide
system-wide coverage. However, some of our competitors are larger, have greater resources and are
able to offer a broader range of services (such as services to the telecommunications industry) or
offer services in a broader geographic territory. In addition, certain of our competitors may have
lower overhead cost structures and may, therefore, be able to provide services at lower rates.
Furthermore, if employees leave our employment to work with our competitors, we may lose existing
customers who have formed relationships with those former employees. Competitive factors may
require us to take
future measures, such as price reductions, that could reduce profitability. There are few
significant barriers to entry into our industry and, as a result, any organization with adequate
financial resources and access to qualified staff may become a competitor.
7
Customers
We are proud of the relationships we have built with our customers, some of which go back over
65 years to when our company was formed. We remain focused on developing and maintaining strong,
long-term relationships with electric investor-owned, municipal and co-operative utilities. Our
diverse customer base includes over 200 electric companies, with broad geographic national
presence. Our top ten customers accounted for approximately 59%, 59%, and 56% of our revenues during
fiscal 2011, 2010, and 2009, respectively. Duke Energy was our only customer that represented
greater than 10% of our revenues during that time frame, with approximately 20%, 22%, and 20% for
fiscal 2011, 2010, and 2009, respectively. The planned merger of Duke Energy and Progress Energy
would further increase our customer concentration, where 26.4%, 29.1%, and 22.5% of our fiscal
2011, 2010, and 2009 revenues, respectively, were received from Duke Energy and Progress Energy
together. Given the composition of the investor-owned, municipal and co-operative utilities in our
geographic market, we expect that a substantial portion of our total revenues will continue to be
derived from a limited group of customers. Furthermore, because the majority of our customers are
well-capitalized, investment grade-rated electric utilities, we have historically experienced
minimal bad debts.
Employees
At June 30, 2011, we employed approximately 4,600 full and part-time employees, of which
approximately 4,000 were revenue producing and approximately 600 were non-revenue producing.
Approximately 57 of our Klondyke employees are represented by a union or subject to collective
bargaining agreements, requiring us to pay specified wages and provide certain benefits to these
employees. We believe that our relationship with our employees is very good.
Training, Quality Assurance and Safety
Performance of our services requires the use of heavy equipment and exposure to potentially
dangerous conditions. We emphasize safety at every level of the company, with safety leadership in
senior management, an extensive and required ongoing safety and training program with physical
training facilities and on-line courses, Occupation Safety and Health Administration (OSHA)
courses, and lineman training through an accredited four-year program that has grown to be one of
the largest power line training programs in the United States.
As is common in our industry, we regularly have been, and will continue to be, subject to
claims by employees, customers and third parties for property damage and personal injuries.
Equipment
As of June 30, 2011, our customized and extensive fleet consisted of over 4,700 pieces of
motorized equipment with an average age of approximately seven years (measured as of June 2011) as
compared to their range of useful lives from three to 18 years. We own the majority of our fleet
and, as a result, believe we have an advantage relative to our competitors in our ability to
mobilize, outfit and manage the equipment necessary to perform our construction work.
Our equipment includes standardized trucks and trailers, support vehicles and specialty
construction equipment, such as backhoes, excavators, generators, boring machines, cranes, wire
pullers and tensioners. The standardization of our trucks and trailers allows us to minimize
training, maintenance and parts costs. We service the majority of our fleet and are a final-stage
manufacturer for several configurations of our specialty vehicles. We can build components on-site,
which reduces reliance on equipment suppliers.
Our maintenance team has the capability to operate 24 hours a day, both at maintenance centers
and in the field, and provides high-quality custom repair work and expedient service, in
maintaining a fleet poised for mobilization. We believe this gives us a competitive advantage, with
stronger local presence, lower fuel costs and more efficient equipment maintenance.
8
Proprietary Rights
We operate under a number of trade names, including Pike, Pike Electric, Pike Energy Solutions
and Klondyke. We have obtained U.S. federal trademark registration for Pike and Pike Electric
and have other federal trademark registrations and pending trademark and patent applications. We
also rely on state and common law protection. We have invested substantial time, effort and capital
in establishing the Pike name and believe that our trademarks are a valuable part of our business.
Risk Management and Insurance
We maintain insurance arrangements with coverage customary for companies of our type and size,
including general liability, automotive and workers compensation. We are partially self-insured
under our major policies, and our insurance does not cover all types or amounts of liabilities.
Under our general liability, automotive and individual workers compensation arrangements, we are
generally liable for up to $1.0 million per occurrence. We also maintain insurance for health
insurance claims exceeding $0.5 million per person on an annual basis. We are not required to, and
do not, specifically set aside funds for our self-insurance programs. At any given time, we are
subject to multiple workers compensation and personal injury and other employee-related claims.
Losses are accrued based on estimates of the ultimate liability for claims reported and an estimate
of claims incurred but not reported. We maintain accruals based on known facts and historical
trends.
In the ordinary course of business, we are required by certain customers to post surety or
performance bonds in connection with services that we provide to them. As of June 30, 2011, we
have approximately $139.0 million in surety bonds outstanding and have provided collateral in the
form of letters of credit to sureties in the amount of $2.0 million. We have never had to reimburse
any of our sureties for expenses or outlays incurred under a performance or payment bond.
Government Regulation
Our operations are subject to various federal, state and local laws and regulations including
licensing requirements, building and electrical codes, permitting and inspection requirements
applicable to construction projects, regulations relating to worker safety and health, including
those in respect of OSHA and regulations relating to environmental protection.
We believe that we are in material compliance with applicable regulatory requirements and have
all material licenses required to conduct our operations. Our failure to comply with applicable
regulations could result in substantial fines and/or revocation of our operating licenses. Many
state and local regulations governing electrical construction require permits and licenses to be
held by individuals who typically have passed an examination or met other requirements. We have a
regulatory compliance group that monitors our compliance with applicable regulations.
Environmental Matters
Our facilities and operations are subject to a variety of environmental laws and regulations
which govern, among other things, the use, storage and disposal of solid and hazardous wastes, the
discharge of pollutants into the air, land and water, and the cleanup of contamination. In
connection with our truck fueling, maintenance, repair, washing and final-stage manufacturing
operations, we use regulated substances such as gasoline, diesel and oil, and generate small
quantities of regulated waste such as used oil, antifreeze, paint and car batteries. Some of our
properties contain, or previously contained, aboveground or underground storage tanks, fuel
dispensers, and/or solvent-containing parts washers. In the event we cause, or we or our
predecessors have caused, a release of hazardous substances or other environmental damage, whether
at our sites, sites where we perform our services, or other locations such as off-site disposal
locations or adjacent properties, we could incur liabilities arising out of such releases or
environmental damage. Although we have incurred in the past, and we
anticipate we will incur in the future, costs to
maintain environmental compliance and/or to address environmental issues, such costs have not had,
and are not expected to have, a material adverse effect on our results of operations, cash flows or
financial condition. Please see Year Ended June 30, 2010 Compared to Year Ended June 30, 2009
from Management Discussion and Analysis of Financial Condition and Results of Operations in Item 7
of this Annual Report for a discussion of expenses we
incurred in fiscal 2010 in connection with the cleanup of certain petroleum related products
on an owned property in Georgia.
9
Available Information
Our website address is www.pike.com. You may obtain free copies of our annual report
on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and our proxy
statement, any amendments to such reports, and filings under Sections 13 and 16 of the Securities
Exchange Act of 1934, as amended, through our website under the heading Investor Center or
through the website of the Securities and Exchange Commission (SEC) (www.sec.gov). In
addition, our Corporate Governance Guidelines, Code of Conduct and Ethics, and the charters of our
Audit Committee, Compensation Committee and Nominating and Governance Committee are posted on our
website in the Investor Center section under the heading Corporate Governance. We intend to
disclose on our website any amendments or waivers to our Code of Ethics and Business Conduct that
are required to be disclosed pursuant to Item 5.05 of Form 8-K. These reports are available on our
website as soon as reasonably practicable after they are electronically filed with, or furnished
to, the SEC. The public may read and copy any materials filed by us with the SEC at the SECs
Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Our business is subject to a variety of risks, including the risks described below. If any of
the following risks actually occur, our business, financial condition and results of operations
could be materially and adversely affected and we may not be able to achieve our goals. This Annual
Report on Form 10-K also includes statements reflecting assumptions, expectations, projections,
intentions, or beliefs about future events that are intended as forward-looking statements under
the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1993 and
Section 21E of the Securities Exchange Act of 1934 and should be read in conjunction with the
section entitled Forward-Looking Statements.
The economic downturn and instability in the financial markets may adversely impact our
customers future spending as well as payment for our services and, as a result, our operations and
growth. The U.S. economy is still recovering from the recent recession, and growth in U.S.
economic activity has slowed substantially. The financial markets also have not fully recovered.
It is uncertain when these conditions will significantly improve. Stagnant or declining U.S.
economic conditions have adversely impacted the demand for our services and resulted in the delay,
reduction or cancellation of certain projects and may continue to adversely affect us in the
future. Additionally, our customers may finance their projects through the incurrence of debt or
the issuance of equity. The availability of credit remains constrained, and many of our customers
equity values have not fully recovered from the negative impact of the recession. A reduction in
cash flow or the lack of availability of debt or equity financing may continue to result in a
reduction in our customers spending for our services and may also impact the ability of our
customers to pay amounts owed to us, which could have a material adverse effect on our operations
and our ability to grow at historical levels. A further reduction in customer spending for our
services may increase competitive pressures and potentially lower operating margins.
We derive a significant portion of our revenues from a small group of customers. The loss of
or a significant decrease in services to one or more of these customers could negatively impact our
business, financial condition and results of operations. Our customer base is highly concentrated.
Our top ten customers accounted for approximately 59%, 59%, and 56% of our revenues for fiscal 2011,
2010, and 2009, respectively. Duke Energy was our only customer that represented greater than 10%
of our revenues during that time frame, accounting for 20%, 22%, and 20% of our revenues for fiscal
2011, 2010, and 2009, respectively. The planned merger of Duke Energy and Progress Energy would
further increase our customer concentration where 26.4%, 29.1%, and 22.5% of our fiscal 2011, 2010,
and 2009 revenues, respectively, were received from Duke Energy and Progress Energy together.
Given the composition of the investor-owned, municipal and co-operative electric utilities in our
geographic market, we expect a substantial portion of our revenues will continue to be derived from
a limited group of customers. We may not be able to maintain our relationships with these
customers, and the loss of, or substantial reduction of our sales to, any of our major customers
could materially and adversely affect our business, financial condition and results of operations.
10
Our customers often have no obligation to assign work to us, and many of our arrangements may
be terminated on short notice. As a result, we are at risk of losing significant business on short
notice. Most of our customers assign work to us under MSAs. Under these arrangements, our customers
generally have no obligation to assign work to us and do not guarantee service volumes. Most of our
customer arrangements, including our MSAs, may be terminated by our customers on short notice. In
addition, many of our customer arrangements, including our MSAs, are open to competitive bidding at
the expiration of their terms. As a result, we may be displaced on these arrangements by
competitors from time to time. Our business, financial condition and results of operations could be
materially and adversely affected if our customers do not assign work to us or if they cancel a
number of significant arrangements and we cannot replace them with similar work.
Our industry is highly competitive and we may be unable to compete effectively, retain our
customers or win new customers, which could result in reduced profitability and loss of market
share. We face intense competition from subsidiaries or divisions of four national companies,
approximately eight regional companies and numerous small, owner-operated private companies. We
also face competition from the in-house service organizations of our existing or prospective
customers, some of which employ personnel who perform some of the same types of services we
provide. We compete primarily on the basis of our reputation and relationships with customers,
safety and execution record, geographic presence and our breadth of service offerings, pricing and
availability of qualified personnel. Certain of our competitors may have lower cost structures and
may, therefore, be able to provide their services at lower rates than we can provide. Many of our
current and potential competitors, especially our competitors with national scope, also may have
significantly greater financial, technical and marketing resources than we do. In addition, our
competitors may succeed in developing the expertise, experience and resources to compete
successfully and in marketing and selling new services better than we can. Furthermore, our
existing or prospective customers may not continue to outsource services in the future or we may
not be able to retain our existing customers or win new customers. The loss of existing customers
to our competitors or the failure to win new customers could materially and adversely affect our
business, financial condition and results of operations.
Our storm restoration services are highly volatile and unpredictable, which could result in
substantial variations in, and uncertainties regarding, the levels of our financial results from
period to period. Revenues derived from our storm restoration services are highly volatile and
uncertain due to the unpredictable nature of weather-related events. Our annual storm restoration
revenues have ranged from a low of $46.6 million to a high of $152.9 million during the five fiscal
years ended June 30, 2011. During fiscal 2009, we experienced some of the largest storm restoration
events in our history as several significant hurricanes impacted the Gulf Coast and Florida and
significant winter storms affected the Midwest. Our storm restoration revenue for fiscal 2009 is
not indicative of the revenue that we typically generate in any period or can be expected to
generate in any future period. Our historical results of operations have varied between periods due
to the volatility of our storm restoration revenues. The levels of our future revenues and net
income (loss) may be subject to significant variations and uncertainties from period to period due
to the volatility of our storm restoration revenues. In addition, our storm restoration revenues
are offset in part by declines in our core services because we staff storm restoration
mobilizations in large part by diverting resources from our core services.
We are subject to the risks associated with government construction projects. Our utility
customers often engage us to provide services on government construction projects, and we also
provide services directly on government construction projects, primarily for state and local
governments. We are therefore exposed to the risks associated with government construction
projects, including the risks that spending on construction may be reduced, pending projects may be
terminated or curtailed and planned projects may not be pursued as expected or at all as a result
of the economic downturn or otherwise. In addition, government customers typically can terminate or
modify any of their contracts at their convenience, and some of these government contracts are
subject to renewal or extension annually. If a government customer terminates or modifies a
contract, our backlog and revenue may be reduced or we may incur a loss, either of which could
impair our financial condition and operating results. A termination due to our unsatisfactory
performance could expose us to liability and adversely affect our ability to compete for future
projects and orders. In cases where we are a subcontractor, the primary contract under which we
subcontract could be terminated, regardless of the quality of our services as a subcontractor or
our relationship with the relevant government customer.
The risks of government construction projects also include the increased risk of civil and
criminal fines and penalties for violations of applicable regulations and statutes and the risk of
public scrutiny of our performance on high profile sites. In addition, our failure to comply with
the terms of one or more of our government contracts, other
government agreements, or government regulations and statutes could result in our being
suspended or barred from future government construction projects for a significant period of time.
We could also be indirectly exposed to certain of these risks when we indemnify our customers
performing work on government construction projects.
11
We may incur warranty costs that could adversely affect our profitability. Under almost all
of our contracts, we warrant certain aspects of our maintenance and construction services. To the
extent we incur substantial warranty claims in any period, our reputation, our ability to obtain
future business from our customers and our profitability could be adversely affected. We cannot
provide assurance that significant warranty claims will not be made in the future.
We may incur liabilities or suffer negative financial or reputational impacts relating to
occupational health and safety matters. Our operations are subject to extensive laws and
regulations relating to the maintenance of safe conditions in the workplace. While we have
invested, and will continue to invest, substantial resources in our occupational health and safety
programs, our industry involves a high degree of operational risk and there can be no assurance
that we will avoid significant liability exposure. Although we have taken what we believe are
appropriate precautions, our employees have suffered fatalities in the past and may suffer
additional fatalities in the future. Serious accidents, including fatalities, may subject us to
substantial penalties, civil litigation or criminal prosecution. Claims for damages to persons,
including claims for bodily injury or loss of life, could result in substantial costs and
liabilities, which could materially and adversely affect our financial condition, results of
operations or cash flows. In addition, if our safety record were to substantially deteriorate over
time or we were to suffer substantial penalties or criminal prosecution for violation of health and
safety regulations, our customers could cancel our contracts and not award us future business.
Our business is subject to numerous hazards that could subject us to substantial monetary and
other liabilities. If accidents occur, they could materially and adversely affect our business and
results of operations. Our business is subject to numerous hazards, including electrocutions,
fires, natural gas explosions, mechanical failures, weather-related incidents, transportation
accidents and damage to utilized equipment. These hazards could cause personal injury and loss of
life, severe damage to or destruction of property and equipment and other consequential damages and
could lead to suspension of operations, large damage claims and, in extreme cases, criminal
liability. Our safety record is an important consideration for our customers. If serious accidents
or fatalities occur, we may be ineligible to bid on certain work, and existing service arrangements
could be terminated. In addition, if our safety record was to deteriorate, our ability to bid on
certain work could be adversely impacted. Further, regulatory changes implemented by OSHA could
impose additional costs on us. Adverse experience with hazards and claims could have a negative
effect on our reputation with our existing or potential new customers and our prospects for future
work.
Federal and state legislative and regulatory developments that we believe should encourage
electric power transmission infrastructure spending may fail to result in increased demand for our
services. In recent years, federal and state legislation has been passed and resulting regulations
have been adopted that could significantly increase spending on electric power transmission
infrastructure, including the Energy Act of 2005 and the American Recovery and Reinvestment Act of
2009 (ARRA). However, much fiscal, regulatory and other uncertainty remains as to the impact this
legislation and regulation will ultimately have on the demand for our services. For instance,
regulations implementing provisions of the Energy Act of 2005 that may affect demand for our
services remain, in some cases, subject to review in various federal courts. In one such case,
decided in February 2009, a federal court of appeals vacated Federal Energy Regulatory Commissions interpretation of the scope of its backstop transmission line siting authority for
electric power transmission projects. Accordingly, the effect of these regulations, once finally
implemented, is uncertain and may not result in increased spending on the electric power
transmission infrastructure. Continued uncertainty regarding the implementation of the Energy Act
of 2005 and ARRA may result in slower growth in demand for our services.
Renewable energy initiatives, including ARRA, may not lead to increased demand for our
services. In addition, we cannot predict when programs under ARRA will be implemented or the
timing and scope of any investments to be made under these programs, particularly in light of
capital constraints on potential developers of these projects. Investments for renewable energy
and electric power infrastructure under ARRA may not occur, may be less than anticipated or may be
delayed, may be concentrated in locations where we do not have significant capabilities, and any
resulting contracts may not be awarded to us, any of which could negatively impact demand for our
services.
12
Utilities focus on power generation has and may continue to temporarily divert attention and
capital away from maintenance projects we perform. Utilities have and may continue to commit
additional capital to power generation projects. This capital demand has and may continue to cause
certain distribution powerline maintenance projects to be deferred. Any deferral in spending on
maintenance of distribution infrastructure by our customers could result in our having decreased
revenues and place further pressure on our business model and ability to remain profitable.
Inability to perform our obligations under EPC and fixed-price contracts may adversely affect
our business. EPC contracts require us to perform a range of services for our customers, some of
which we routinely subcontract to other parties. While only 21% and 13% of our revenues were
derived from fixed-price contracts during fiscal 2011 and 2010, respectively, more of our business
is moving to fixed-price contracts. We believe that these types of contracts will become
increasingly prevalent in the powerline industry. In most instances, these contracts require
completion of a project by a specific date and the achievement of certain performance standards. If
we subsequently fail to meet such dates or standards, we may be held responsible for costs
resulting from such failure. Our inability to obtain the necessary material and equipment to meet a
project schedule or the installation of defective material or equipment could have a material
adverse effect on our business, financial condition and results of operations.
Demand for some of our services is cyclical and vulnerable to industry and economic downturns,
which could materially and adversely affect our business and results of operations. The demand for
infrastructure services has been, and will likely continue to be, cyclical in nature and vulnerable
to general downturns in the U.S. economy. When the general level of economic activity deteriorates,
our customers may delay or cancel expansions, upgrades, maintenance and repairs to their systems. A
number of other factors, including the financial condition of the industry, could adversely affect
our customers and their ability or willingness to fund capital expenditures in the future. We are
also dependent on the amount of work that our customers outsource. During downturns in the economy,
our customers may determine to outsource less work resulting in decreased demand for our services.
Furthermore, the historical trend toward outsourcing of infrastructure services may not continue as
we expect. In addition, consolidation, competition or capital constraints in the electric power
industry may result in reduced spending by, or the loss of, one or more of our customers. These
fluctuations in demand for our services could materially and adversely affect our business,
financial condition and results of operations, particularly during economic downturns. Economic
downturns may also adversely affect the pricing of our services.
To be successful, we need to attract and retain qualified personnel, and any inability to do
so would adversely affect our business. Our ability to provide high-quality services on a timely
basis requires an adequate supply of engineers, skilled linemen and project managers. Accordingly,
our ability to increase our productivity and profitability will be limited by our ability to
employ, train and retain skilled personnel necessary to meet our requirements. We may not be able
to maintain an adequate skilled labor force necessary to operate efficiently. Our labor expenses
may also increase as a result of a shortage in the supply of skilled personnel, or we may have to
curtail our planned internal growth as a result of labor shortages. We may also spend considerable
resources training employees who may then be hired by our competitors, forcing us to spend
additional funds to attract personnel to fill those positions. In addition, our employees might
leave our company and join our competitors. If this happens, we may lose some of our existing
clients that have formed relationships with these former employees. In addition, we may lose
future clients to a former employee as a competitor. If we are unable to hire and retain qualified
personnel in the future, there could be a material adverse effect on our business, financial
condition and results of operations.
We are dependent on our senior management and other key personnel, the loss of which could
have a material adverse effect on our business, financial condition and results of operations. Our
operations, including our customer relationships, are dependent on the continued efforts of our
senior management and other key personnel. Although we have entered into employment agreements with
our key employees, we cannot be certain that any individual will continue in such capacity for any
particular period of time. We do not maintain key person life insurance policies on any of our
employees. The loss of any member of our senior management or other key personnel, or the inability
to hire and retain qualified management and other key personnel, could have a material adverse
effect on our business, financial condition and results of operations.
13
Our unionized workforce could adversely affect our operations and our ability to complete
future acquisitions. In addition, we contribute to multi-employer plans that could result in
liabilities to us if these plans are terminated or we withdraw. Our acquisition of Klondyke
introduced a unionized workforce to our operations, as substantially all of its hourly employees
are unionized. In addition, our acquisition on August 1, 2011, of Pine
Valley further expanded our unionized workforce, as substantially all of its employees also
are unionized. As of June 30, 2011, approximately 1% of our employees were covered by collective
bargaining agreements. This percentage could grow if more of our employees unionize or we expand
our services in states that have predominantly unionized workforces in our industry. Any strikes or
work stoppages could adversely impact our relationships with our customers, hinder our ability to
conduct business and increase costs. Our current workforce could experience an increase in union
organizing activity, particularly if legislation that would facilitate such activity, such as the
Employee Free Choice Act now pending before Congress, becomes law. Increased unionization could
increase our costs, and we may not be able to recoup those cost increases by increasing prices for
our services.
With the acquisition of Klondyke in June 2010 and Pine Valley in August 2011, we
now contribute to several multi-employer pension plans for employees covered by collective
bargaining agreements. These plans are not administered by us, and contributions are determined in
accordance with provisions of negotiated labor contracts. The Employee Retirement Income Security
Act of 1974, as amended by the Multi-employer Pension Plan Amendments Act of 1980, imposes certain
liabilities upon employers who are contributors to a multi-employer plan in the event of the
employers withdrawal from, or upon termination of, such plan. We do not routinely review
information on the net assets and actuarial present value of the multi-employer pension plans
unfunded vested benefits allocable to us, if any, and we are not presently aware of the amounts, if
any, for which we may be contingently liable if we were to withdraw from any of these plans. In
addition, if any of these multi-employer plans enters critical status under the Pension
Protection Act of 2006, we could be required to make significant additional contributions to those
plans.
Our ability to complete future acquisitions could be adversely affected because of our union
status for a variety of reasons. For example, our union agreements may be incompatible with the
union agreements of a business we want to acquire, and some businesses may or may not want to
become affiliated with a company that maintains a significantly unionized workforce. Additionally,
we may increase our exposure to withdrawal liabilities for underfunded multi-employer pension plans
to which an acquired company contributes.
We require subcontractors to assist us in providing certain services and we may be unable to
retain the necessary subcontractors to complete certain projects. We use subcontractors to perform
portions of our contracts and to manage workflow. Although we are not dependent upon any single
subcontractor, general market conditions may limit the availability of subcontractors on which we
rely to perform portions of our contracts and this could have a material adverse effect on our
business, financial condition and results of operations.
Our current insurance coverage may not be adequate, and we may not be able to obtain insurance
at acceptable rates, or at all. We are partially self-insured for our major risks, and our
insurance does not cover all types or amounts of liabilities. Our insurance policies for individual
workers compensation and vehicle and general liability are subject to substantial deductibles of
$1.0 million per occurrence. We are not required to, and do not, specifically set aside funds for
our self-insurance programs. At any given time, we are subject to multiple workers compensation
and personal injury claims. Our insurance policies may not be adequate to protect us from
liabilities that we incur in our business. In addition, business insurance programs require
collateral currently provided by $19.6 million in letters of credit and cash deposits of $1.8
million.
In addition, due to a variety of factors such as increases in claims and projected increases
in medical costs and wages, insurance carriers may be unwilling to provide the current levels of
coverage without a significant increase in collateral requirements to cover our deductible
obligations. Furthermore, our insurance premiums may increase in the future and we may not be able
to obtain similar levels of insurance on reasonable terms, or at all. Any such inadequacy of, or
inability to obtain, insurance coverage at acceptable rates, or at all, could have a material
adverse effect on our business, financial condition and results of operations.
Fuel costs could materially and adversely affect our operating results. We have a large fleet
of vehicles and equipment that primarily use diesel fuel. Our fuel and oil expenses have ranged
from 4.4% to 6.2% of our total revenues over the last three fiscal years. Fuel costs have been very
volatile over the last several years. Fuel prices and supplies are influenced by a variety of
international, political and economic circumstances. In addition, weather and other unpredictable
events may significantly affect fuel prices and supplies. These or other factors could result in
higher fuel prices which, in turn, would increase our costs of doing business and lower our gross
profit.
14
A portion of our business depends on our ability to provide surety bonds or letters of credit
and we may be unable to compete for or work on certain projects if we are not able to obtain the
necessary surety bonds or letters of credit. A portion of our contracts require and we expect that
a portion of our future contracts will require that we provide our customers with security for the
performance of their projects. This security may be in the form of a performance bond (a bond
whereby a commercial surety provides for the benefit of the customer a bond insuring completion of
the project) or a letter of credit. Further, under standard terms in the surety market, sureties
issue or continue bonds on a project-by-project basis and can decline to issue bonds at any time or
require the posting of additional collateral as a condition to issuing or renewing any bonds.
Current or future market conditions, including losses incurred in the construction industry,
decreases in lending activity and ultimately our performance on contracts, may have a negative
effect on surety providers. These market conditions, as well as changes in our surety providers
assessment of our operating and financial risk, could also cause our surety providers to decline to
issue or renew, or substantially reduce the amount of, bonds for our work and could increase our
bonding costs. These actions could be taken on short notice. If our surety providers were to limit
or eliminate our access to bonding, our alternatives would include seeking bonding capacity from
other sureties, finding more business that does not require bonds and posting other forms of
collateral for project performance, such as letters of credit or cash. We may be unable to secure
these alternatives in a timely manner, on acceptable terms, or at all. Accordingly, if we were to
experience an interruption or reduction in our availability of bonding capacity, we may be unable
to compete for or work on certain projects and such interruption or reduction could have a material
adverse effect on our business, financial condition and results of operations. If we are able to
obtain letters of credit, we may be unable to provide the requested terms or amounts of our
customers based upon the terms of our senior credit facility.
We extend credit to customers for purchases of our services. In the past we have had, and in
the future we may have, difficulty collecting receivables from customers that are subject to
protection under bankruptcy or insolvency laws, are otherwise experiencing financial difficulties
or dispute the amount owed to us. We grant credit, generally without collateral, to our customers
located throughout the United States and abroad. Consequently, we are subject to potential credit
risk related to changes in the electric power and gas utility industries and their performance.
Please refer to Note 17 of our consolidated financial statements in Item 8 of this Form 10-K for
additional information regarding the concentration of our credit risk among our larger customers.
If any of our large customers, some of which are highly leveraged, file for bankruptcy or
experience financial difficulties, we could suffer reduced cash flows and losses in excess of
current allowances provided. We could also experience adverse financial effects if our customers
dispute or refuse to pay the amounts owed to us for various reasons, such as disagreement as to the
terms of the governing contract, or dissatisfaction with the quality or timing of the work we
performed.
The current economic downturn has adversely affected many of our customers and increased the
risk that a greater percentage of our accounts receivable will not be collectible. Our allowance
for doubtful accounts was less than 1% of accounts receivable at June 30, 2011. We cannot provide
assurance that this estimate will be realized or that the allowance will be sufficient.
Weather conditions can adversely affect our operations and, consequently, revenues. The
electric infrastructure servicing business is subject to seasonal variations, which may cause our
operating results to vary significantly from period to period and could cause the market price of
our stock to fall. Due to the fact that a significant portion of our business is performed
outdoors, our results of operations are subject to seasonal variations. These seasonal variations
affect our core activities of maintaining, upgrading and extending electrical distribution
powerlines and not only our storm restoration services. Sustained periods of rain, especially when
widespread throughout our service area, can negatively affect our results of operations for a
particular period. In addition, during periods of El Niño conditions, typically more rainfall than
average occurs over portions of the U.S. Gulf Coast and Florida, which includes a significant
portion of our service territory. Generally, during the winter months, demand for new work and
maintenance services may be lower due to reduced construction activity during inclement weather. As
a result, operating results may vary significantly from period to period.
15
Our financial results are based upon estimates and assumptions that may differ from actual
results. In preparing our consolidated financial statements in conformity with accounting
principles generally accepted in the United States (U.S. GAAP), several estimates and assumptions
are used by management in determining the reported amounts of assets and liabilities, revenues and
expenses recognized during the periods presented and
disclosures of contingent assets and liabilities known to exist as of the date of the
financial statements. These estimates and assumptions must be made because certain information that
is used in the preparation of our financial statements is dependent on future events, cannot be
calculated with a high degree of precision from data available or is not capable of being readily
calculated based on generally accepted methodologies. In some cases, these estimates are
particularly difficult to determine and we must exercise significant judgment. Estimates are
primarily used in our assessment of the allowance for doubtful accounts, valuation of inventory,
useful lives and salvage values of property and equipment, fair value assumptions in analyzing
goodwill and long-lived asset impairments, self-insured claims liabilities, forfeiture estimates
relating to stock-based compensation, revenue recognition and provision for income taxes. Actual
results for all estimates could differ materially from the estimates and assumptions that we use,
which could have a material adverse effect on our business, financial condition and results of
operations.
Failure to maintain effective internal control over financial reporting could have a material
adverse effect on our business, operating results and stock price. According to requirements of
Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules of the SEC, we must assess our
ability to maintain effective internal controls over financial reporting. If we are unable to
maintain adequate internal controls, our business and operating results could be harmed. If our
management or our independent registered public accounting firm were to conclude in their reports
that our internal control over financial reporting was not effective, investors could lose
confidence in our reported financial information and the trading price of our stock could drop
significantly.
We have incurred indebtedness under a revolving credit facility, which may restrict our
business and operations, and restrict our future access to sufficient funding to finance desired
growth. As of June 30, 2011, we had $99.0 million outstanding under our term loan facilities and no
borrowings outstanding and $89.4 million of availability under our $115.0 million revolving credit
facility (after giving effect to outstanding standby letters of credit of $25.6 million). On August
24, 2011, we repaid this indebtedness and concurrently entered into a new $200 million revolving
credit facility. As of such date, we had $115 million in borrowings and $61.9 million of
availability under this facility (after giving effect to outstanding standby letters of credit of
$23.1 million). This borrowing availability is subject to, and potentially limited by, our
compliance with the covenants of our revolving credit facility.
We typically dedicate a portion of our cash flow to debt service. If we do not ultimately have
sufficient earnings to service our debt, which matures in fiscal 2016, we would need to refinance
all or part of our existing debt, sell assets, borrow more money or sell securities, which we may
not be able to do on commercially reasonable terms or at all.
All of our outstanding indebtedness consists of borrowings under our revolving credit facility
with a group of financial institutions, which are secured by substantially all of our assets. The
terms of our revolving credit facility include customary events of default and covenants that limit
us from taking certain actions without obtaining the consent of the lenders. In addition, our
senior credit facility requires us to maintain certain financial ratios and restricts our ability
to incur additional indebtedness. The restrictions and covenants in our revolving credit facility
may limit our ability to respond to changing business and economic conditions and may prevent us
from engaging in transactions that might otherwise be considered beneficial to us.
A breach of our revolving credit facility, including any inability to comply with the required
financial ratios, could result in a default. In the event of any default, the lenders thereunder
would be entitled to accelerate the repayment of amounts outstanding, plus accrued and unpaid
interest. Moreover, these lenders would have the option to terminate any obligation to make further
extensions of credit under our revolving credit facility. In the event of a default under our
revolving credit facility, the lenders thereunder could also proceed to foreclose against the
assets securing such obligations. In the event of a foreclosure on all or substantially all of our
assets, we may not be able to continue to operate as a going concern. Outstanding letters of
credit issued under our revolving credit facility would need to be replaced with other forms of
collateral.
16
We may be unsuccessful at acquiring companies or at integrating companies that we acquire, and
as a result, we may not achieve the expected benefits and our profitability could materially
suffer. One of our growth strategies is to consider acquisitions of additional companies that will
allow us to continue to expand our energy solutions platform and geographic footprint, when
attractive opportunities arise. We expect to face competition for acquisition candidates, which may
limit the number of acquisition opportunities and may lead to higher acquisition prices. We may not
be able to identify, acquire or profitably manage additional businesses or to integrate
successfully any acquired businesses without substantial costs, delays or other operational or
financial problems. Further, acquisitions involve a number of special risks, including failure of
the acquired business to achieve expected results, diversion of managements attention, failure to
retain key personnel of the acquired business and risks associated with unanticipated events or
liabilities, some or all of which could have a material adverse effect on our business, financial
condition and results of operations. In addition, we may not be able to obtain the necessary
acquisition financing or we may have to increase our indebtedness in order to finance an
acquisition. If we finance acquisitions by issuing convertible debt or equity securities, our
existing stockholders may be diluted, which could adversely affect the market price of our stock.
Our future business, financial condition and results of operations could suffer if we fail to
implement successfully our acquisition strategy.
During the ordinary course of our business, we may become subject to lawsuits or indemnity
claims, which could materially and adversely affect our business, financial condition and results
of operations. We have in the past been, and may in the future be, named as a defendant in
lawsuits, claims and other legal proceedings during the ordinary course of our business. These
actions may seek, among other things, compensation for alleged personal injury, workers
compensation, employment discrimination, breach of contract, property damage, punitive damages,
civil penalties or other losses, consequential damages or injunctive or declaratory relief. In
addition, pursuant to our service arrangements, we generally indemnify our customers for claims
related to the services we provide thereunder. Furthermore, our services are integral to the
operation and performance of the electric distribution and transmission infrastructure. As a
result, we may become subject to lawsuits or claims for any failure of the systems that we work on,
even if our services are not the cause for such failures. In addition, we may incur civil and
criminal liabilities to the extent that our services contributed to any property damage. With
respect to such lawsuits, claims, proceedings and indemnities, we have and will accrue reserves in
accordance with U.S. GAAP. In the event that such actions or indemnities are ultimately resolved
unfavorably at amounts exceeding our accrued reserves, or at material amounts, the outcome could
materially and adversely affect our reputation, business, financial condition and results of
operations. In addition, payments of significant amounts, even if reserved, could adversely affect
our liquidity position.
Our participation in partnerships or alliances exposes us to liability and/or harm to our
reputation for failures of our partners. As part of our business, we enter into partnership or
alliance arrangements. The purpose of these agreements is typically to combine skills and resources
to allow for the performance of particular projects. Success on these jointly performed projects
depends in large part on whether our partners satisfy their contractual obligations. We and our
partners generally will be jointly and severally liable for all liabilities and obligations. If a
partner fails to perform or is financially unable to bear its portion of required capital
contributions or other obligations, including liabilities stemming from claims or lawsuits, we
could be required to make additional investments, provide additional services or pay more than our
proportionate share of a liability to make up for our partners shortfall. Further, if we are
unable to adequately address our partners performance issues, the customer may terminate the
project, which could result in legal liability to us, harm our reputation and reduce our profit on
a project.
Our failure to comply with, or the imposition of liability under, environmental laws and
regulations could result in significant costs. Our facilities and operations, including fueling and
truck maintenance, repair, washing and final-stage manufacturing, are subject to various
environmental laws and regulations relating principally to the use, storage and disposal of solid
and hazardous wastes and the discharge of pollutants into the air, water and land. Violations of
these requirements, or of any permits required for our operations, could result in significant
fines or penalties. We are also subject to laws and regulations that can impose liability,
sometimes without regard to fault, for investigating or cleaning up contamination, as well as for
damages to property or natural resources and for personal injury arising out of such contamination.
Such liabilities may also be joint and several, meaning that we could be held responsible for more
than our share of the liability involved, or even the entire amount. The presence of environmental
contamination could also interfere with ongoing operations or adversely affect our ability to sell
or lease our properties. In the event we fail to obtain or comply with any permits required for
such activities, or such activities cause any environmental damage, we could incur significant
liability. We have incurred costs in connection with environmental compliance, remediation and/or
monitoring, and we anticipate that we will continue to do so. Discovery of additional contamination
for which we are responsible, the enactment of new laws and regulations, or changes in how existing
requirements are enforced, could require us to incur additional costs for compliance or subject us
to unexpected liabilities.
17
Our results of operations could be adversely affected as a result of the impairment of
goodwill or other intangibles. When we acquire a business, we record an asset called goodwill
equal to the excess amount we pay for the business, including liabilities assumed, over the fair
value of the tangible and intangible assets of the business we acquire. In accordance with U.S.
GAAP, we must identify and value intangible assets that we acquire in business combinations, such
as customer arrangements, customer relationships and non-compete agreements, that arise from
contractual or other legal rights or that are capable of being separated or divided from the
acquired entity and sold, transferred, licensed, rented or exchanged. The fair value of identified
intangible assets is based upon an estimate of the future economic benefits expected to result from
ownership, which represents the amount at which the assets could be bought or sold in a current
transaction between willing parties, that is, other than in a forced or liquidation sale.
U.S. GAAP provides that goodwill and other intangible assets that have indefinite useful lives
not be amortized, but instead must be tested at least annually for impairment, and intangible
assets that have finite useful lives should be amortized over their useful lives. U.S. GAAP also
provides specific guidance for testing goodwill and other non-amortized intangible assets for
impairment. U.S. GAAP requires management to make certain estimates and assumptions to allocate
goodwill to reporting units and to determine the fair value of reporting unit net assets and
liabilities, including, among other things, an assessment of market conditions, projected cash
flows, investment rates, cost of capital and growth rates, which could significantly impact the
reported value of goodwill and other intangible assets. Fair value is determined using a
combination of the discounted cash flow, market multiple and market capitalization valuation
approaches. Absent any impairment indicators, we perform our impairment tests annually during the
fourth quarter, or more frequently if impairment indicators are present.
We review our intangible assets with finite lives for impairment when events or changes in
business conditions indicate the carrying value of the assets may not be recoverable, as required
by U.S. GAAP. An impairment of intangible assets with finite lives exists if the sum of the
undiscounted estimated future cash flows expected is less than the carrying value of the assets.
If this measurement indicates a possible impairment, we compare the estimated fair value of the
asset to the net book value to measure the impairment charge, if any.
We cannot predict the occurrence of certain future events that might adversely affect the
reported value of goodwill and other intangible assets that totaled $149.2 million at June 30,
2011. Such events include strategic decisions made in response to economic and competitive
conditions, the impact of the economic environment on our customer base, material negative changes
in our relationships with material customers and other parties breaching their contractual
obligations under non-compete agreements. Any material decline in our market capitalizations could
also result in an impairment of our goodwill. Future impairments, if any, will be recognized as
operating expenses.
Risks associated with operating in international markets could restrict our ability to expand
globally and harm our business and prospects, and we could be adversely affected by our failure to
comply with the laws applicable to our foreign activities, including the U.S. Foreign Corrupt
Practices Act and other similar worldwide anti-bribery laws. We are in the process of expanding
our operations internationally and expect that the number of countries that we operate in could
increase over the next few years. Economic conditions, including those resulting from wars, civil
unrest, acts of terrorism and other conflicts or volatility in the global markets, may adversely
affect our customers, their demand for our services and their ability to pay for our services.
Furthermore, we anticipate our ability to provide construction services in these countries would be
heavily reliant on local workforces to perform the non-management labor. These workforces will be
susceptible to local labor issues, some of which we may be unaware. Consequently, we could have
difficulty performing under our agreements in these countries if the local workforce is incapable,
uncooperative or unwilling to contract with us. In addition, there are numerous risks inherent in
conducting our business internationally, including, but not limited to, potential instability in
international markets, changes in regulatory requirements applicable to international operations,
currency fluctuations in foreign countries, political, economic and social conditions in foreign
countries and complex U.S. and foreign laws and treaties, including tax laws and the U.S. Foreign
Corrupt Practices Act of 1977, as amended (the FCPA). These risks could restrict our ability to
provide services to international customers or to operate our international business profitably,
and our overall business and results of operations could be negatively impacted by our foreign
activities.
18
The FCPA and similar anti-bribery laws in other jurisdictions prohibit U.S.-based companies
and their intermediaries from making improper payments to non-U.S. officials for the purpose of
obtaining or retaining business. We have policies and procedures designed to ensure that we, our
employees and our agents comply with
the FCPA and other anti-bribery laws. However, there is no assurance that such policies or
procedures will protect us against liability under the FCPA or other laws for actions taken by our
agents, employees and intermediaries. If we are found to be liable for FCPA violations (either due
to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer
from severe criminal or civil penalties or other sanctions, which could have a material adverse
effect on our reputation and our business, financial condition and results of operations. In
addition, detecting, investigating, and resolving actual or alleged FCPA violations is expensive
and can consume significant time and attention of our senior management.
The market price of our stock may be influenced by many factors, some of which are beyond our
control. These factors include the various risks described in this section as well as the
following:
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the failure of securities analysts to continue to cover our common stock or changes in
financial estimates or recommendations by analysts; |
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announcements by us or our competitors of significant contracts, acquisitions or capital
commitments; |
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changes in market valuation or earnings of our competitors; |
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variations in quarterly operating results; |
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availability of capital; |
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general economic conditions; |
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terrorist acts; |
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legislation; |
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future sales of our common stock; and |
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investor perception of us and the electric utility industry. |
Additional
factors that do not specifically relate to our company or the
electric utility industry may also materially reduce
the market price of our common stock, regardless of our operating performance.
Shares eligible for future sale may cause the market price of our common stock to drop
significantly, even if our business is doing well. The market price of our common stock could
decline as a result of sales of a large number of shares of our common stock in the market or the
perception that these sales could occur. These sales, or the possibility that these sales may
occur, also might make it more difficult for us to sell equity securities in the future at a time
and at a price that we deem appropriate.
As of June 30, 2011, there were 33,665,817 shares of our common stock outstanding. Of this
amount, 18,180,767 shares of common stock were freely tradeable without restriction or further
registration under the Securities Act of 1933, as amended, by persons other than our affiliates
within the meaning of Rule 144 under the Securities Act.
Additionally, we have filed a shelf registration statement with the SEC pursuant to which
Lindsay Goldberg, LLC and its affiliates may sell up to 8,000,000 shares, or approximately 25%, of
our common stock at any time in one or more offerings. The registration statement was declared
effective by the SEC on September 20, 2006. The offer or sale of all or a portion of such shares
may have an adverse effect on the market price of our common stock. We are required to pay the
expenses associated with such offerings.
19
The concentration of our capital stock will limit other stockholders ability to influence
corporate matters. Lindsay Goldberg, LLC and its affiliates (Lindsay Goldberg) own approximately
38% of the total voting power of our outstanding shares of common stock. In addition, J. Eric Pike,
our Chairman and CEO, has the ability to control approximately 5% of the total voting power of our
outstanding shares of common stock. Lindsay Goldberg and Mr. Pike also are parties to an agreement
whereby Lindsay Goldberg has agreed to vote its shares in favor of Mr. Pike
being a director of the Company subject to certain conditions. As a result, Lindsay Goldberg
and Mr. Pike have the ability to exert substantial influence or actual control over the Companys
management and affairs and over most matters requiring action by the Companys stockholders. The
interests of Lindsay Goldberg or Mr. Pike, or their respective affiliates, may not coincide with
the interests of the other holders of our common stock. This concentration of ownership also may
have the effect of delaying or preventing a change in control otherwise favored by our other
stockholders and could depress the stock price.
Anti-takeover provisions of our charter and bylaws may reduce the likelihood of any potential
change of control or unsolicited acquisition proposal that stockholders might consider favorable.
The anti-takeover provisions of Delaware law create various impediments to the ability of a third
party to acquire control of us, even if a change in control would be beneficial to our existing
stockholders. Additionally, provisions of our charter and bylaws could deter, delay or prevent a
third-party from acquiring us, even if doing so would benefit our stockholders. These provisions
include: the authority of the board to issue preferred stock with terms as the board may
determine; the absence of cumulative voting in the election of
directors; limitations on who may
call special meetings of stockholders; and, advance notice requirements for stockholder proposals.
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ITEM 1B. |
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UNRESOLVED STAFF COMMENTS |
None.
Our headquarters and primary fleet facility are located in Mount Airy, North Carolina. As of
June 30, 2011, we owned 16 facilities and leased 35 properties throughout our service territory.
Most of our properties are used as offices or for fleet operations. We have pledged our owned
properties as collateral under our credit facility. We continuously review our property needs and,
as a result, may consolidate or eliminate certain facilities in the future. However, no specific
future eliminations or consolidations have been identified. We believe that our facilities are
adequate for our current operations.
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ITEM 3. |
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LEGAL PROCEEDINGS |
We are from time to time a party to various lawsuits, claims and other legal proceedings that
arise in the ordinary course of business. These actions typically seek, among other things, (i)
compensation for alleged personal injury, workers compensation, employment discrimination, breach
of contract, or property damages, (ii) punitive damages, civil penalties or other damages, or (iii)
injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we
record reserves when it is probable a liability has been incurred and the amount of loss can be
reasonably estimated. We do not believe that any of these proceedings, individually or in the
aggregate, would be expected to have a material adverse effect on our results of operations,
financial position or cash flows.
This item is not applicable.
20
PART II
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ITEM 5. |
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MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES |
Market Information
Our common stock began trading on the New York Stock Exchange (NYSE) on July 27, 2005 at the
time of our IPO and can now be found under the symbol PIKE. The table below presents the high
and low sales prices per share of our common stock as reported on the NYSE for the periods
indicated:
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Fiscal 2011 |
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Fiscal 2010 |
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High |
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Low |
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High |
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Low |
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First Quarter |
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$ |
9.99 |
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$ |
6.67 |
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$ |
12.99 |
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$ |
10.11 |
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Second Quarter |
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9.20 |
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6.68 |
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12.99 |
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8.77 |
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Third Quarter |
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10.17 |
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8.12 |
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9.85 |
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8.10 |
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Fourth Quarter |
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10.49 |
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7.90 |
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11.05 |
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8.82 |
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As
of August 31, 2011, there were 69 stockholders of record of our common stock.
Dividend Policy
We have not declared or paid any cash dividends on our common stock since our IPO. We do not
intend to declare or pay any cash dividends on our common stock in the foreseeable future. The
declaration, payment and amount of future cash dividends, if any, will be at the discretion of our
board of directors after taking into account various factors, including our financial condition,
results of operations, cash flows from operations, current and anticipated capital requirements and
expansion plans, any contractual restrictions (including under our credit facility), the income tax
laws then in effect and the requirements of Delaware law.
Recent Sales of Unregistered Securities
On August 1, 2011, in connection with Pike Enterprises, Inc.s acquisition of Pine Valley, we issued to Michael B. Horan, as seller
of Pine Valley, 766,697 shares of unregistered common stock and issued to First Tennessee Bank, as
agent under escrow agreement dated August 1, 2011, 215,972 shares of unregistered common stock.
The foregoing shares were issued at $9.26 per share, based on the average closing price of our
common stock on The New York Stock Exchange for the twenty most recent trading days prior to August
1, 2011. These shares of common stock have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration or an applicable exemption from registration
requirements. These shares were issued in a private placement in reliance upon Section 4(2) under
the Securities Act of 1933.
Purchases of Equity Securities
The following table provides information about repurchases of our common stock during the
three month period ended June 30, 2011:
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Total Number |
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Approximate |
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of Shares |
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Dollar Value |
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Total |
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Purchased as |
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of Shares that |
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Number of |
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Average |
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Part of |
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May Yet be |
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Shares |
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Price Paid |
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Publically |
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Purchsaed |
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Purchased |
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per Share |
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Announced |
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under the |
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Period |
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(1) |
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($) |
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Program |
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Program |
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April 1 through April 30, 2011 |
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1,623 |
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$ |
9.92 |
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May 1, 2011 through May 31, 2011 |
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June 1, 2011 through June 30, 2011 |
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791 |
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$ |
8.66 |
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(1) |
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Represents shares of common stock withheld for income tax purposes in connection
with the vesting of shares of restricted stock issued to certain employees. |
21
Performance Graph
The following Performance Graph and related information shall not be deemed to be filed
with the Securities and Exchange Commission, nor shall such information be incorporated by
reference into any future filing
under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except
to the extent that we specifically incorporate it by reference into such filing.
The following graph compares the percentage change in cumulative total stockholder return on
our common stock since June 30, 2006 with the cumulative total return over the same period of the
companies included in the Standard & Poors 500 Index (S&P 500), the Russell 2000 Index (Russell
2000) and a peer group selected by our management that includes three public companies within our
industry. The peer group is comprised of Dycom Industries, Inc., MasTec, Inc., and Quanta Services,
Inc.
The comparison assumes that the value of an investment in our common stock, the S&P 500, the
Russell 2000 and the peer group was $100 on June 30, 2006 and that all dividends were reinvested.
We have not paid dividends on our common stock. The stock price performance reflected on the
following graph is not necessarily indicative of future stock price performance.
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6/06 |
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6/07 |
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6/08 |
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6/09 |
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6/10 |
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6/11 |
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Pike Electric Corporation |
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100.00 |
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116.20 |
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86.24 |
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62.56 |
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48.91 |
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45.90 |
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S&P 500 |
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100.00 |
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120.59 |
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104.77 |
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77.30 |
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88.46 |
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115.61 |
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Russell 2000 |
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100.00 |
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116.43 |
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97.58 |
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73.17 |
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88.89 |
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122.15 |
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Peer Group |
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100.00 |
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155.67 |
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138.24 |
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102.59 |
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89.29 |
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105.67 |
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22
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ITEM 6. |
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SELECTED FINANCIAL DATA |
The tables on the following pages set forth selected consolidated financial data of Pike
Electric Corporation for each of the years in the five-year period ended June 30, 2011. The
selected consolidated financial data as of June 30, 2011, 2010, 2009, 2008, and 2007 and for each of
the five years in the period ended June 30, 2011, was derived from the audited consolidated
financial statements of Pike Electric Corporation.
The consolidated financial data should be read in conjunction with Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations and Item 8 Financial
Statements and Supplementary Data included elsewhere herein.
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Years Ended June 30, |
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2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands, except per share amounts) |
|
Statement of Operations Data (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core revenues |
|
$ |
529,335 |
|
|
$ |
457,448 |
|
|
$ |
460,630 |
|
|
$ |
502,632 |
|
|
$ |
543,570 |
|
Storm restoration revenues |
|
|
64,523 |
|
|
|
46,636 |
|
|
|
152,846 |
|
|
|
49,397 |
|
|
|
53,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
593,858 |
|
|
$ |
504,084 |
|
|
$ |
613,476 |
|
|
$ |
552,029 |
|
|
$ |
596,837 |
|
Cost of operations |
|
|
525,915 |
|
|
|
456,317 |
|
|
|
503,203 |
|
|
|
460,325 |
|
|
|
499,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
67,943 |
|
|
|
47,767 |
|
|
|
110,273 |
|
|
|
91,704 |
|
|
|
97,415 |
|
General and administrative expenses |
|
|
57,675 |
|
|
|
51,994 |
|
|
|
50,248 |
|
|
|
41,724 |
|
|
|
46,486 |
|
Loss on sale and impairment of property and equipment |
|
|
751 |
|
|
|
1,239 |
|
|
|
2,116 |
|
|
|
3,043 |
|
|
|
1,052 |
|
Restructuring expenses (2) |
|
|
|
|
|
|
8,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
9,517 |
|
|
|
(14,411 |
) |
|
|
57,909 |
|
|
|
46,937 |
|
|
|
49,877 |
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
6,608 |
|
|
|
7,908 |
|
|
|
9,258 |
|
|
|
13,919 |
|
|
|
19,799 |
|
Other, net |
|
|
(55 |
) |
|
|
(298 |
) |
|
|
(1,552 |
) |
|
|
(214 |
) |
|
|
(236 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
6,553 |
|
|
|
7,610 |
|
|
|
7,706 |
|
|
|
13,705 |
|
|
|
19,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
2,964 |
|
|
|
(22,021 |
) |
|
|
50,203 |
|
|
|
33,232 |
|
|
|
30,314 |
|
Income tax expense (benefit) |
|
|
1,563 |
|
|
|
(8,562 |
) |
|
|
18,634 |
|
|
|
12,983 |
|
|
|
11,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,401 |
|
|
$ |
(13,459 |
) |
|
$ |
31,569 |
|
|
$ |
20,249 |
|
|
$ |
18,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.04 |
|
|
$ |
(0.41 |
) |
|
$ |
0.96 |
|
|
$ |
0.62 |
|
|
$ |
0.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.04 |
|
|
$ |
(0.41 |
) |
|
$ |
0.94 |
|
|
$ |
0.60 |
|
|
$ |
0.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
33,399 |
|
|
|
33,132 |
|
|
|
33,023 |
|
|
|
32,810 |
|
|
|
32,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
33,996 |
|
|
|
33,132 |
|
|
|
33,741 |
|
|
|
33,666 |
|
|
|
33,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
311 |
|
|
$ |
11,133 |
|
|
$ |
43,820 |
|
|
$ |
11,357 |
|
|
$ |
1,467 |
|
Working capital |
|
|
84,342 |
|
|
|
73,530 |
|
|
|
98,379 |
|
|
|
71,413 |
|
|
|
64,078 |
|
Property and equipment, net |
|
|
177,682 |
|
|
|
194,885 |
|
|
|
222,539 |
|
|
|
229,119 |
|
|
|
267,740 |
|
Total assets |
|
|
493,609 |
|
|
|
505,378 |
|
|
|
548,969 |
|
|
|
510,660 |
|
|
|
545,497 |
|
Total current liabilities |
|
|
78,488 |
|
|
|
78,532 |
|
|
|
77,554 |
|
|
|
71,420 |
|
|
|
69,906 |
|
Total long-term liabilities |
|
|
160,732 |
|
|
|
177,378 |
|
|
|
214,450 |
|
|
|
218,288 |
|
|
|
279,530 |
|
Total stockholders equity |
|
|
254,389 |
|
|
|
249,468 |
|
|
|
256,965 |
|
|
|
220,952 |
|
|
|
196,061 |
|
Cash dividend per share of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
(1) |
|
Statement of operations data include the results of each acquired operation since the date
of acquisition: Shaw Energy Delivery Services, Inc. September 1, 2008; Facilities Planning
& Siting, PLLC June 30, 2009; and, Klondyke Construction LLC June 30, 2010. |
|
(2) |
|
Restructuring expense for fiscal 2010 of $8.9 million relates to the implementation of cost
restructuring measures in distribution operations and support services. The pre-tax
restructuring charge consisted of $1.0 million for severance and other termination benefits
and $7.9 million for the non-cash writedown of fleet and other fixed assets to be disposed.
See Note 4 of Notes to the Consolidated Financial Statements. |
|
(3) |
|
Cost of operations includes $3.3 million of costs for the fiscal year ended June 30, 2010
related to the cleanup of certain petroleum-related products on an owned property in Georgia.
The remediation of the site is substantially complete. |
24
|
|
|
ITEM 7. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our historical consolidated financial statements and
related notes thereto in Item 8 Financial Statements and Supplementary Data The discussion
below contains forward-looking statements that are based upon our current expectations and are
subject to uncertainty and changes in circumstances. Actual results may differ materially from
these expectations due to inaccurate assumptions and known or unknown risks and uncertainties,
including those identified in Risk Factors.
Overview
Pike Electric Corporation, headquartered in Mount Airy, North Carolina, is one of the largest
providers of energy solutions for investor-owned, municipal and co-operative utilities in the
United States. Since our founding in 1945, we have evolved from our roots as a specialty
non-unionized contractor for electric utilities focused on the distribution sector in the
southeastern United States to a leading turnkey energy solutions provider throughout the United
States with diverse capabilities servicing over 200 electric utilities, including American Electric
Power Company, Inc., Dominion Resources, Inc., Duke Energy Corporation, Duquesne Light Company,
E.On AG, Florida Power & Light Company, PacifiCorp,
Progress Energy, Inc., and The Southern Company. Leveraging our core competencies as a company
primarily focused on providing a broad range of electric infrastructure services principally for
utilities customers, we believe our experienced management team has positioned us to benefit from
the substantial long term growth drivers in our industry.
Services
Over the past three years, we have reshaped our business platform and territory significantly
from being a distribution construction company based primarily in the southeastern United States to
a national energy solutions provider. We have done this organically and through strategic
acquisitions of companies with complementary service offerings and geographic footprints. Our
comprehensive suite of energy solutions now includes siting, permitting, engineering, design,
installation, maintenance and repair of power delivery systems, including renewable energy
projects. Our planning and siting process leverages technology and the collection of environmental,
cultural, land use and scientific data to facilitate successful right-of-way negotiations and
permitting for transmission and distribution construction projects, powerlines, substations and
renewable energy installations. Our engineering and design capabilities include designing,
providing EPC services, owner engineering, project management, multi-entity coordination, grid
integration, electrical balance-of-plant (BOP) and system planning for individual or turnkey
powerline, substation and renewable energy projects. Our construction and maintenance capabilities
include substation, distribution (underground and overhead) and transmission with voltages up to
345 kV. We are also a recognized leader in storm restoration due to our ability to rapidly mobilize
thousands of existing employees and equipment within 24 hours, while maintaining a functional
workforce for unaffected customers.
25
Our comprehensive suite of energy solutions now includes siting, permitting, engineering,
designing, planning, constructing, maintaining and repairing power delivery systems, including
renewable energy projects, all as further described in the table below:
|
|
|
|
|
Service |
|
Revenue Category |
|
Description |
Planning & Siting
|
|
Engineering and Substation
|
|
Our planning and siting process leverages
technology and the collection of
environmental, cultural, land use and
scientific data to facilitate successful
right-of-way negotiations and permitting for
powerlines, substations, pipelines and
renewable energy installations. |
|
|
|
|
|
Engineering & Design
|
|
Engineering and Substation
|
|
We provide design, EPC, owner engineer,
project management, multi-entity coordination,
grid integration, balance-of-plant (BOP) and
Thermal Rate solutions for individual or
turnkey powerline, substation and renewable
energy projects. |
|
|
|
|
|
Transmission and
Distribution Construction
|
|
Overhead Distribution and
Other, Underground
Distribution and
Transmission
|
|
We provide overhead and underground powerline
construction, upgrade and extension services
(predominately single-pole and H-frame wood,
concrete or steel poles) for distribution
networks and transmission lines with voltages
up to 345 kV, energized maintenance work for
voltages up to 500kV. |
|
|
|
|
|
|
|
|
|
Overhead services consist of construction,
repair and maintenance of wire and components
in energized overhead electric distribution
and transmission systems. |
|
|
|
|
|
|
|
|
|
Underground services range from simple
residential installations, directional boring,
duct bank and manhole installation, to the
construction of complete underground
distribution facilities. |
|
|
|
|
|
Substation Construction
|
|
Engineering and Substation
|
|
We provide substation construction and service. |
|
|
|
|
|
|
|
|
|
Substation services include: construction of
new substations, existing substation upgrades,
relay testing, commissioning, emergency outage
response and Smart Grid component
installation. |
|
|
|
|
|
Renewables
|
|
Depending on project, can
be any type of core
revenue
|
|
We provide a total energy solution platform,
including preliminary studies, planning,
siting and permitting, engineering and design,
construction, procurement and grid
interconnection. |
|
|
|
|
|
Storm Restoration Services
|
|
Storm Restoration Services
|
|
Storm restoration involves the repair or
reconstruction of any part of a distribution
or sub-500 kV transmission network, including
substations, power lines, utility poles or
other components, damaged during snow, ice or
wind storms, flash floods, hurricanes,
tornadoes or other natural disasters. We are a
recognized leader in storm restoration, due to
our ability to rapidly mobilize thousands of
existing employees and equipment within 24
hours, while maintaining a functional force
for unaffected customers. |
26
While storm restoration services can generate significant revenues, their unpredictability is
demonstrated by comparing our revenues from those services in the last five fiscal years which have
ranged from 8.9% to 24.9% of total revenues. During periods with significant storm restoration
work, we generally see man-hours diverted from core work, which decreases core revenues. The table
below sets forth our revenues by category of service for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
Storm |
|
|
Percentage |
|
|
|
|
Fiscal |
|
Core |
|
|
of Total |
|
|
Restoration |
|
|
of Total |
|
|
Total |
|
Year |
|
Revenues |
|
|
Revenues |
|
|
Revenues |
|
|
Revenues |
|
|
Revenues |
|
|
|
(In millions) |
|
|
|
|
|
|
(In millions) |
|
|
|
|
|
|
(In millions) |
|
2007 |
|
$ |
543.6 |
|
|
|
91.1 |
% |
|
$ |
53.2 |
|
|
|
8.9 |
% |
|
$ |
596.8 |
|
2008 |
|
$ |
502.6 |
|
|
|
91.1 |
% |
|
$ |
49.4 |
|
|
|
8.9 |
% |
|
$ |
552.0 |
|
2009 |
|
$ |
460.6 |
|
|
|
75.1 |
% |
|
$ |
152.9 |
|
|
|
24.9 |
% |
|
$ |
613.5 |
|
2010 |
|
$ |
457.5 |
|
|
|
90.7 |
% |
|
$ |
46.6 |
|
|
|
9.3 |
% |
|
$ |
504.1 |
|
2011 |
|
$ |
529.3 |
|
|
|
89.1 |
% |
|
$ |
64.5 |
|
|
|
10.9 |
% |
|
$ |
593.8 |
|
Seasonality and Fluctuations of Results
Our services are performed outdoors and, as a result, our results of operations can be subject
to seasonal variations due to weather conditions. These seasonal variations affect both our
construction and storm restoration services. Extended periods of rain affect the deployment of our
construction crews, particularly with respect to underground work. During the winter months,
demand for construction work is generally lower due to inclement weather. In addition, demand for
construction work generally increases during the spring months due to improved weather conditions
and is typically the highest during the summer due to better weather conditions. Due to the
unpredictable nature of storms, the level of our storm restoration revenues fluctuates from period
to period.
Inflation
Due to relatively low levels of inflation experienced in recent years, inflation has not had a
significant effect on our results. However, we have experienced fuel cost volatility during the
last four fiscal years.
Basis of Reporting
Revenues. We derive our revenues from one reportable segment through two service categories
core services and storm restoration services. Our core services include siting, permitting,
engineering, design, installation, maintenance and repair of power delivery systems, including
renewable energy projects. Our storm restoration services involve the rapid deployment of our
highly-trained crews and related equipment to restore power on transmission and distribution
systems during crisis situations, such as hurricanes, or ice storms or wind storms.
Approximately 79% of our services, including the majority of our core services and a majority
of our storm restoration services, are provided under master service agreements (MSAs), which are
based on a price per hour worked or a price per unit of service. The remaining 21% of our annual
revenues are from fixed-price agreements. The mix of hourly and per unit revenues changes during
periods of high storm restoration services, as these services are all
billed on an hourly basis. Revenue generated on an hourly basis is
determined based on actual labor and equipment time
completed and on materials billed to our customers. Revenue based on hours worked is recognized as
hours are completed. We recognize revenue on unit-based services as the units are completed.
Revenues for longer duration fixed-price contracts are recognized using the
percentage-of-completion method, measured by the percentage of costs incurred to date to total
estimated costs for each contract.
Cost of Operations. Our cost of operations consists primarily of compensation and benefits to
employees, insurance, fuel, specialty equipment, rental, operating and maintenance expenses
relating to vehicles and equipment, materials and tools and supplies. Our cost of operations also
includes depreciation, primarily relating to our vehicles and heavy equipment.
General and Administrative Expenses. General and administrative expenses include costs not
directly associated with performing work for our customers. These costs consist primarily of
compensation and related
benefits of management and administrative personnel, facilities expenses, professional fees
and administrative overhead.
27
Interest Expense. In addition to cash interest expense, interest expense includes
amortization of deferred loan costs, deferred compensation accretion and the write-off of
unamortized deferred loan costs resulting from prepayments of debt.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based on
our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The
preparation of these financial statements requires management to make certain estimates and
assumptions for interim financial information that affect the amounts reported in the financial
statements and accompanying notes. On an ongoing basis, we evaluate these estimates and
assumptions, including those related to revenue recognition for work in progress, allowance for
doubtful accounts, self-insured claims liability, valuation of goodwill and other intangible
assets, asset lives and salvage values used in computing depreciation and amortization, including
amortization of intangibles, accounting for income taxes, contingencies, litigation and
stock-based compensation. Application of these estimates and assumptions requires the exercise of
judgment as to future uncertainties and, as a result, actual results could differ from these
estimates. We believe the following to be our most important accounting policies, including those
that use significant judgments and estimates in the preparation of our consolidated financial
statements.
Revenue Recognition. Revenues from service arrangements are recognized when services are
performed. We recognize revenue from hourly services based on actual labor and equipment time
completed and on materials when billable to our customers. We recognize revenue on unit-based
services as the units are completed. We recognize the full amount of any estimated loss on these
projects if estimated costs to complete the remaining units for the project exceed the revenue to
be received from such units.
Revenues for fixed-price contracts are recognized using the percentage-of-completion method,
measured by the percentage of costs incurred to date to total estimated costs for each contract.
Contract costs include all direct material, labor and subcontract costs, as well as indirect costs
related to contract performance, such as indirect labor, tools, repairs and depreciation. The cost
estimation process is based on the professional knowledge and experience of our engineers, project
managers, field construction supervisors, operations management and financial professionals.
Changes in job performance, job conditions, estimated profitability and final contract settlements
may result in revisions to costs and income and their effects are recognized in the period in which
the revisions are determined. At the time a loss on a contract becomes known, the entire amount of
the estimated ultimate loss is accrued.
The current asset Costs and estimated earnings in excess of billings on uncompleted
contracts represents revenues recognized in excess of amounts billed. The current liability
Billings in excess of costs and estimated earnings on uncompleted contracts represents billings
in excess of revenues recognized.
Allowance for Doubtful Accounts. We provide an allowance for doubtful accounts that represents
an estimate of uncollectible accounts receivable. The determination of the allowance includes
certain judgments and estimates including our customers willingness or ability to pay and our
ongoing relationship with the customer. In certain instances, primarily relating to storm
restoration work and other high-volume billing situations, billed amounts may differ from
ultimately collected amounts. We incorporate our historical experience with our customers into the
estimation of the allowance for doubtful accounts. These amounts are continuously monitored as
additional information is obtained. Accounts receivable are primarily due from customers located
within the United States. Any material change in our customers business or cash flows would
affect our ability to collect amounts due.
Property and Equipment. We capitalize property and equipment as permitted or required by
applicable accounting standards, including replacements and improvements when costs incurred for
those purposes extend the useful life of the asset. We charge maintenance and repairs to expense
as incurred. Depreciation on capital assets is computed using the straight-line method based on
the useful lives of the assets, which range from 3 to 39 years. Our management makes assumptions
regarding future conditions in determining estimated useful lives and potential salvage values.
These assumptions impact the amount of depreciation expense recognized in the period and any gain
or loss once the asset is disposed.
28
We review our property and equipment for impairment when events or changes in business
conditions indicate the carrying value of the assets may not be recoverable, as required by U.S.
GAAP. An impairment of assets classified as held and used exists if the sum of the undiscounted
estimated future cash flows expected is less than the carrying value of the assets. If this
measurement indicates a possible impairment, we compare the estimated fair value of the asset to
the net book value to measure the impairment charge, if any. If the criteria for classifying an
asset as held for sale have been met, we record the asset at the lower of carrying value or fair
value, less estimated selling costs. We continually evaluate the depreciable lives and salvage
values of our equipment.
Valuation of Goodwill and Other Intangible Assets. We test our goodwill for impairment
annually or more frequently if events or circumstances indicate impairment may exist. Examples of
such events or circumstances could include a significant change in business climate or a loss of
significant customers. We complete our annual analysis of our reporting units as of the first day
of our fourth fiscal quarter. For purposes of our fiscal 2011 analysis, we had three reporting
units non-union construction, union construction, and engineering. In evaluating reporting
units, we first consider our operating segment and related components in accordance with U.S. GAAP.
We allocate goodwill to the reporting units that are expected to benefit from the synergies of the
business combinations generating the goodwill. We apply a two-step fair value-based test to assess
goodwill for impairment. The first step compares the fair values of the reporting units to their
carrying amounts, including goodwill. If the carrying amount of any reporting unit exceeds its
fair value, the second step is then performed. The second step compares the carrying amount of the
reporting units goodwill to the implied fair value of the goodwill. If the implied fair value of
the goodwill is less than the carrying amount, an impairment loss would be recorded.
We determine the fair value of our reporting units based on a combination of the income
approach, using a discounted cash flow model, and a market approach, which considers comparable
companies and transactions. Under the income approach, the discounted cash flow model determines
fair value based on the present value of projected cash flows over a specific projection period and
a residual value related to future cash flows beyond the projection period. Both values are
discounted using a rate which reflects our best estimate of the weighted average cost of capital of
a market participant, and is adjusted for appropriate risk factors. We perform sensitivity tests
with respect to growth rates and discount rates used in the income approach. Under the market
approach, valuation multiples are derived based on a selection of comparable companies and
acquisition transactions, and applied to projected operating data for each reporting unit to arrive
at an indication of fair value.
For our fiscal 2011 annual impairment analysis, we weighted the income and market approaches
70% and 30%, respectively, The income approach was given a higher weight because it has a more
direct correlation to the specific economics of the reporting units than the market approach which
is based on multiples of companies that, although comparable, may not have the exact same risk
factors as our reporting units. The analysis indicated that, as of the first day of our fourth
fiscal quarter, the fair values of each of our reporting units exceeded their respective carrying
values in excess of 10%. For our analysis, we also considered various elements of an implied
control premium in assessing the reasonableness of the reconciliation of the summation of the fair
values of the invested capital of our three reporting units (with appropriate consideration of the
interest bearing debt) to the Companys overall market capitalization and our net book value. This
analysis included (i) the current control premium being paid for companies with a similar market
capitalization and within similar industries and (ii) certain synergies that a market participant
buyer could realize, such as the elimination of potentially redundant costs. Based on these
analyses, management determined that the resulting control premium implied in the annual impairment
analysis was less than 10% which was within a reasonable range of current market conditions.
In addition to goodwill, we identify and value other intangible assets that we acquire in
business combinations, such as customer arrangements, customer relationships and non-compete
agreements, that arise from contractual or other legal rights or that are capable of being
separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged.
The fair value of identified intangible assets is based upon an estimate of the future economic
benefits expected to result from ownership, which represents the amount at which the assets could
be bought or sold in a current transaction between willing parties, that is, other than in a forced
or liquidation sale. For customers with whom we have an existing relationship prior to the date of
the transaction, we utilize assumptions that a marketplace participant would consider in estimating
the fair value of customer relationships that an acquired entity had with our pre-existing
customers in accordance with U.S. GAAP.
29
Intangible assets with definite lives are amortized over their estimated useful lives and are
also reviewed for impairment if events or changes in circumstances indicate that their carrying
amount may not be realizable. We have no intangibles with indefinite lives other than goodwill.
Inherent in valuation determinations related to goodwill and other intangible assets are
significant judgments and estimates, including assumptions about our future revenue, profitability
and cash flows, our operational plans, current economic indicators and market valuations. To the
extent these assumptions are incorrect or there are declines in our business outlook, impairment
charges may be recorded in future periods.
Insurance and Claims Accruals. In the ordinary course of our business, we are subject to
individual workers compensation, vehicle, general liability and health insurance claims for which
we are partially self-insured. We maintain commercial insurance for individual workers
compensation and vehicle and general liability claims exceeding $1.0 million. We also maintain
commercial insurance for health insurance claims exceeding $0.5 million per person on an annual
basis. We determine the amount of our loss reserves and loss adjustment expenses for self-insured
claims based on analyses prepared quarterly that use both company-specific and industry data, as
well as general economic information. Our estimates for insurance loss exposures require us to
monitor and evaluate our insurance claims throughout their life cycles. Using this data and our
assumptions about the emerging trends, we estimate the size of ultimate claims. Our most
significant assumptions in forming our estimates include the trend in loss costs; the expected
consistency with prior year claims of the frequency and severity of claims incurred but not yet
reported, changes in the timing of the reporting of losses from the loss date to the notification
date, and expected costs to settle unpaid claims. We also monitor the reasonableness of the
judgments made in the prior years estimates and adjust current year assumptions based on that
analysis.
While the final outcome of claims may vary from estimates due to the type and severity of the
injury, costs of medical claims and uncertainties surrounding the litigation process, we believe
that none of these items, when finally resolved, will have a material adverse effect on our
financial condition or liquidity. However, should a number of these items occur in the same
period, it could have a material adverse effect on the results of operations in a particular
quarter or fiscal year.
Stock-Based Compensation. In accordance with U.S. GAAP, we recognize the cost of employee
services received in exchange for an award of equity instruments in the financial statements over
the period the employee is required to perform the services in exchange for the award
(presumptively the vesting period). We measure the cost of employee services received in exchange
for an award based on the grant-date fair value of the award.
The fair value of each option award is estimated on the date of grant using the Black-Scholes
option pricing model. The risk-free interest rate is based on the U.S. Treasury rate for the
expected term of the option at the time of grant. As of July 1, 2010, we began to use our
historical volatility as a basis for our expected volatility. Prior to that, we had limited trading
history beginning July 27, 2005 and had based our expected volatility on the average long-term
historical volatilities of peer companies. We are using the simplified method to calculate the
expected terms of the options as allowed under U.S. GAAP, which represents the period of time that
options granted are expected to be outstanding. Forfeitures are estimated based on certain
historical data. We will continue to use this method until we have sufficient historical exercise
experience to give us confidence that our calculations based on such experience will be reliable.
30
Results of Operations
The following table sets forth selected statement of operations data as percentages of
revenues for the periods indicated (dollars in millions):
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Years Ended June 30, |
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2011 |
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2010 |
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|
2009 |
|
Revenues: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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Core revenues |
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$ |
529.3 |
|
|
|
89.1 |
% |
|
$ |
457.5 |
|
|
|
90.7 |
% |
|
$ |
460.6 |
|
|
|
75.1 |
% |
Storm restoration revenues |
|
|
64.5 |
|
|
|
10.9 |
% |
|
|
46.6 |
|
|
|
9.3 |
% |
|
|
152.9 |
|
|
|
24.9 |
% |
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|
|
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|
|
|
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|
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Total revenues |
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$ |
593.8 |
|
|
|
100.0 |
% |
|
$ |
504.1 |
|
|
|
100.0 |
% |
|
$ |
613.5 |
|
|
|
100.0 |
% |
Cost of operations |
|
|
525.9 |
|
|
|
88.6 |
% |
|
|
456.3 |
|
|
|
90.5 |
% |
|
|
503.2 |
|
|
|
82.0 |
% |
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Gross profit |
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67.9 |
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|
11.4 |
% |
|
|
47.8 |
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|
|
9.5 |
% |
|
|
110.3 |
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|
|
18.0 |
% |
General and administrative expenses |
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57.6 |
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|
|
9.7 |
% |
|
|
52.0 |
|
|
|
10.3 |
% |
|
|
50.3 |
|
|
|
8.2 |
% |
Loss on sale
and impairment of property and equipment |
|
|
0.8 |
|
|
|
0.1 |
% |
|
|
1.3 |
|
|
|
0.3 |
% |
|
|
2.1 |
|
|
|
0.4 |
% |
Restructuring expenses |
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|
|
|
|
|
|
|
|
8.9 |
|
|
|
1.8 |
% |
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|
|
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|
|
|
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Income (loss) from operations |
|
|
9.5 |
|
|
|
1.6 |
% |
|
|
(14.4 |
) |
|
|
-2.9 |
% |
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|
57.9 |
|
|
|
9.4 |
% |
Interest expense and other |
|
|
6.6 |
|
|
|
1.1 |
% |
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|
7.6 |
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|
|
1.5 |
% |
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|
7.7 |
|
|
|
1.2 |
% |
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|
Income (loss) before income tax |
|
|
2.9 |
|
|
|
0.5 |
% |
|
|
(22.0 |
) |
|
|
-4.4 |
% |
|
|
50.2 |
|
|
|
8.2 |
% |
Income tax expense (benefit) |
|
|
1.5 |
|
|
|
0.3 |
% |
|
|
(8.5 |
) |
|
|
-1.7 |
% |
|
|
18.6 |
|
|
|
3.1 |
% |
|
|
|
|
|
|
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|
|
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|
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Net income (loss) |
|
$ |
1.4 |
|
|
|
0.2 |
% |
|
$ |
(13.5 |
) |
|
|
-2.7 |
% |
|
$ |
31.6 |
|
|
|
5.1 |
% |
|
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|
|
|
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|
|
|
|
|
|
|
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|
Year Ended June 30, 2011 Compared to Year Ended June 30, 2010
Revenues. Revenues increased 17.8%, or $89.7 million, to $593.8 million for the fiscal year
ended June 30, 2011 from $504.1 million for the fiscal year ended June 30, 2010. The increase was
attributable to a $17.9 million increase in storm restoration revenues and a $71.8 million increase
in core revenues.
For the fiscal year ended June 30, 2011, storm restoration revenues totaled $64.5 million
compared to $46.6 million for the year ended June 30, 2010. The increase is attributable to
significant tornadoes in the Southeast during April 2011. Our storm restoration revenues are
highly volatile and unpredictable.
Our core revenues increased to $529.3 million for fiscal 2011 from $457.5 million for fiscal
2010. Our acquisition of Klondyke on June 30, 2010 provided $28.1 million in core revenues for
fiscal 2011 ($12.5 million for substation, $4.7 million for transmission and $10.9 million for
civil projects included in the distribution and other category below). We recognized approximately
$56.4 million in material procurement revenues ($50.0 million for engineering and substation, $5.2
million for transmission and $1.2 million for distribution) for fiscal 2011 compared to
approximately $19.3 million ($16.4 million for engineering and substation, $1.1 million for
transmission and $1.8 million for distribution) in the prior year. The material revenues above
require estimates, as certain material procurement services are provided as a portion of larger
fixed-price projects, in which we recognize project revenues using the percentage-of-completion
method.
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Years Ended |
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|
|
June 30, |
|
Category of Core Revenue |
|
2011 |
|
|
2010 |
|
|
% Change |
|
Distribution and other |
|
$ |
333.3 |
|
|
$ |
312.3 |
|
|
|
6.7 |
% |
Transmission |
|
|
78.2 |
|
|
|
68.8 |
|
|
|
13.7 |
% |
Engineering and substation |
|
|
117.8 |
|
|
|
76.4 |
|
|
|
54.2 |
% |
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|
|
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|
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Total |
|
$ |
529.3 |
|
|
$ |
457.5 |
|
|
|
15.7 |
% |
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|
31
Distribution and other revenues increased 6.7% from prior year. Since our low point of demand
distribution in February 2010, we have experienced a gradual increase in work from our
investor-owned utilities. Some of this growth was diverted as we used our distribution crews to
respond to increased storm activity primarily during our
fourth quarter of 2011. The majority of our distribution services are provided to
investor-owned, municipal and co-operative utilities under master service agreements (MSAs).
Services provided under these MSAs include both overhead and underground powerline distribution
services. Our MSAs do not guarantee a minimum volume of work. The MSAs provide a framework for
core and storm restoration pricing and provide an outline of the service territory in which we will
work or the percentage of overall outsourced distribution work we will provide for the customer.
Our MSAs also provide a platform for multi-year relationships with our customers. We can easily
increase staffing for a customer without exhaustive contract negotiations and the MSAs also allow
our customers to reduce staffing needs. Our underground distribution services continue to be
impacted by a weak market for new residential housing. We remain well positioned to benefit from a
reacceleration in maintenance spending, which will remain dependent to a large extent on the health
of the economy. Our Klondyke acquisition also contributed to the growth in this distribution and
other revenue.
Transmission revenues increased 13.7% from the prior year, primarily due to the timing of
certain projects that have started in the southeast United States, increased material procurement
revenues and the addition of Klondyke.
Engineering and substation revenues increased 54.2% from the prior year, primarily due to
material procurement services, including the VC Summer project, along with the acquisition of
Klondyke.
Gross Profit. Gross profit increased 42.1% to $67.9 million for the fiscal year ended June 30,
2011 from $47.8 million for the fiscal year ended June 30, 2010. Gross profit as a percentage of
revenues increased to 11.4% for the fiscal year ended June 30, 2011 from 9.5% for the fiscal year
ended June 30, 2010. Gross profit increased for the fiscal year ended June 30, 2011 due to
significant storm work in the fourth quarter that provided higher margins and more business volume,
including the overhead distribution business, which provided improved leverage to fixed costs. In
addition, gross profit for fiscal 2010 was negatively impacted by $3.3 million in environmental
charges.
General and Administrative Expenses. General and administrative expenses increased 10.8% to
$57.6 million for the fiscal year ended June 30, 2011 from $52.0 million for the fiscal year ended
June 30, 2010. As a percentage of revenues, general and administrative expenses decreased to 9.7%
from 10.3%. The increase in general and administrative expenses was primarily due to the
approximately $3.6 million of general and administrative costs related to Klondyke, which was
acquired on June 30, 2010 and incentive bonuses totaling approximately $3.1 million for the fiscal
year ended June 30, 2011. International and domestic business development activities also
contributed to the increase in general and administrative expenses.
Loss on Sale and Impairment of Property and Equipment. Loss on sale and impairment of property
and equipment was $0.8 million for the fiscal year ended June 30, 2011 compared to $1.3 million for
the fiscal year ended June 30, 2010. The level of losses is affected by several factors, including
the timing of the continued replenishment of aging, damaged or excess fleet equipment, and
conditions in the market for used equipment. We continually evaluate the depreciable lives and
salvage values of our equipment.
Interest Expense and Other, Net. Interest expense and other, net decreased 13.2% to $6.6
million for the fiscal year ended June 30, 2011 from $7.6 million for the fiscal year ended June
30, 2010. This decrease was primarily due to reduced settlement costs related to interest rate
swaps and reduced debt balances, partially offset by increased write-offs of deferred loan costs.
See Note 8 of Notes to Consolidated Financial Statements for full details of derivative
instruments, including interest rate swaps.
Income Tax Benefit or Expense. The income tax expense was $1.5 million for the fiscal year
ended June 30, 2011 compared to income tax benefit of $8.6 million for the fiscal year ended June
30, 2010. The effective tax rate was 52.7% and 38.9% for the fiscal years ended June 30, 2011 and
June 30, 2010, respectively. The income tax expense (benefit) recorded in the consolidated
financial statements fluctuates between years due to a variety of factors, including state income
taxes, changes in permanent differences primarily related to Internal Revenue Code Section 162(m)
deduction limitations for compensation and meals and entertainment, and the relative size of our
consolidated income (loss) before income taxes.
32
Year Ended June 30, 2010 Compared to Year Ended June 30, 2009
Revenues. Revenues decreased 17.8%, or $109.4 million, to $504.1 million for the fiscal year
ended June 30, 2010 from $613.5 million for the fiscal year ended June 30, 2009. The decrease was
attributable to a $106.3 million decrease in storm restoration revenues and a $3.1 million decrease
in core revenues.
For the fiscal year ended June 30, 2010, storm restoration revenues totaled $46.6 million. In
contrast, primarily due to damages caused by Hurricanes Gustav and Ike and significant winter
storms in the Midwest during February 2009, storm restoration revenues totaled $152.9 million for
the fiscal year ended June 30, 2009. Our storm restoration revenues are highly volatile and
unpredictable.
Our core revenues decreased slightly to $457.5 million for fiscal 2010 from $460.6 million for
fiscal 2009. Our distribution services continue to suffer from reduced utility distribution
maintenance spending in our service territory and a further decline in underground distribution
projects due to continued housing and commercial construction weakness in our service territory.
In addition, the large amount of storm restoration work during the prior fiscal year diverted
significant man-hours from core work during that period, which minimized the fiscal 2010 decrease
for core revenues. The following table contains information on revenue and percentage changes by
category for the periods indicated (all of engineering and most of substation and transmission
revenues resulted from the September 1, 2008 acquisition of EDS):
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|
|
|
|
|
|
|
|
Years Ended |
|
|
|
June 30, |
|
Category of Core Revenue |
|
2010 |
|
|
2009 |
|
|
% Change |
|
Distribution and other |
|
$ |
312.3 |
|
|
$ |
353.0 |
|
|
|
-11.5 |
% |
Transmission |
|
|
68.8 |
|
|
|
52.9 |
|
|
|
30.0 |
% |
Engineering and substation |
|
|
76.4 |
|
|
|
54.7 |
|
|
|
39.6 |
% |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
457.5 |
|
|
$ |
460.6 |
|
|
|
-0.7 |
% |
|
|
|
|
|
|
|
|
|
|
The majority of our distribution services are provided to investor-owned, municipal and
co-operative utilities under master service agreements (MSAs). Services provided under these
MSAs include both overhead and underground powerline distribution services. Our MSAs do not
guarantee a minimum volume of work. The MSAs provide a framework for core and storm restoration
pricing and provide an outline of the service territory in which we will work or the percentage of
overall outsourced distribution work we will provide for the customer. Our MSAs also provide a
platform for multi-year relationships with our customers. We can easily ramp up staffing for a
customer without exhaustive contract negotiations and the MSAs also allow our customers to reduce
staffing needs.
Our underground distribution services continue to be impacted by a weak market for new
residential housing. We began experiencing a decline in underground distribution service revenue
in our first fiscal quarter of 2008. Many residential developments utilize underground
distribution powerlines for aesthetic reasons and the underground powerlines can be put in place
with required cable, phone or gas lines. Continued challenging economic conditions and tight
credit markets have also caused our customers to reduce overhead distribution maintenance spending.
Our customers face difficulty in obtaining capital for capital projects and are faced with
declining power usage from residential and commercial customers. Reducing maintenance expenditures
is an action taken by our customers to improve short-term cash flow and operating results. We
believe that a significant amount of pent-up demand is building and power system reliability is
being challenged. We remain well positioned to benefit from a reacceleration in maintenance
spending, which will remain dependent to a large extent on the health of the economy.
Transmission, engineering and substation revenues increased due to our ability to offer
turnkey services (EPC) to our full customer base for larger scale projects. Growth in these
categories has been a focus of our revenue diversification strategy. In addition, the fiscal year
ended June 30, 2009 included operations related to the EDS acquisition for only ten months.
33
Gross Profit. Gross profit decreased 56.7% to $47.8 million for the fiscal year ended June 30,
2010 from $110.3 million for the fiscal year ended June 30, 2009. Gross profit as a percentage of
revenues decreased to 9.5% for the
fiscal year ended June 30, 2010 from 18.0% for the fiscal year ended June 30, 2009. Our gross
profit was impacted negatively by the following:
|
|
|
A significantly lower mix of storm restoration revenues for the current year. Our
storm restoration services typically generate a higher profit margin than core services.
During a storm response, our storm-assigned crews and equipment are fully utilized. In
addition, the overtime typically worked on storm events lowers the ratio of fixed costs to
revenue. Storm restoration gross profit margins can vary greatly depending on the
geographic area, customer and amount of overtime worked. |
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|
|
Distribution margins. Due to the decline in overall distribution demand, we
experienced compressed margins due to the following: (i) increased level of idle
equipment, (ii) decreased distribution productivity due to the types of projects being
outsourced by our customers, (iii) higher average wage rates as we have retained our most
experienced workers and (iv) increased overhead as a percentage of revenue. Major steps
were taken as part of our restructuring during our fiscal second quarter to better align
our costs with revenue expectations. However, because of the continued reduction of
distribution revenues and intense competition during MSA renewals, our distribution margins
remain under significant pressure. |
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|
|
Crew start-up costs. Toward the end of fiscal 2010, we had additions to our
transmission and distribution headcount, which resulted in new crews and caused us to
absorb costs related to the release of certain tools and supplies from inventory and the
acquisition of certain new tools. In addition, we attempt to use excess fleet equipment to
start new crews. Some of this equipment had been idle for several quarters and required
significant repairs and maintenance before being put back into service. |
|
|
|
Environmental matter. We recognized $3.3 million of costs for the fiscal year ended
June 30, 2010 related to the cleanup of certain petroleum-related products on an owned
property in Georgia. We believe the contamination occurred before we purchased the
property. The remediation of the site is substantially complete. |
General and Administrative Expenses. General and administrative expenses increased 3.5% to
$52.0 million for the fiscal year ended June 30, 2010 from $50.2 million for the fiscal year ended
June 30, 2009. The increase in general and administrative expenses was primarily due to a $1.4
million increase in stock-based compensation expense, a $1.6 million increase in professional fees
and a $1.2 million increase in depreciation expense related to recent software and office equipment
additions, partially offset by a $1.7 million decrease in cash incentive compensation expense and a
$1.0 million decrease in wages and benefits. As a percentage of revenues, general and
administrative expenses increased to 10.3% from 8.2% due to the increase in expenses described
above along with the 17.8% decrease in revenues for fiscal 2010 compared to fiscal 2009.
Loss on Sale and Impairment of Property and Equipment. Loss on sale and impairment of property
and equipment was $1.2 million for the fiscal year ended June 30, 2010 compared to $2.1 million for
the fiscal year ended June 30, 2009. The level of losses is affected by several factors, including
the timing of the continued replenishment of aging, damaged or excess fleet equipment, and
conditions in the market for used equipment. We continually evaluate the depreciable lives and
salvage values of our equipment.
Restructuring Expenses. During the second quarter of fiscal 2010, we implemented cost
restructuring measures in our distribution operations and support services. The cost restructuring
initiatives included reductions in headcount, pay levels and employee benefits in distribution
operations and support services, and the disposition of excess fleet assets. We have made these
changes in order to improve our efficiency and to attempt to align our costs with the current
operating environment.
We recorded a pre-tax restructuring charge related to these measures of $8.9 million ($5.5
million or $0.16 per diluted share on an after-tax basis) for the fiscal year ended June 30, 2010,
comprised of $1.0 million for severance and other termination benefits and a $7.9 million non-cash
write-down of fleet and other fixed assets to be disposed.
34
Substantially all of the cost restructuring initiatives noted above were implemented during
our fiscal quarter ended December 31, 2009. As of June 30, 2010 we had received $4.4 million in
proceeds from the sale of assets written down in connection with the restructuring. The carrying
value of the remaining assets to be disposed of in
connection with the restructuring was $0.8 million at June 30, 2010 and was included within
prepaid expenses and other in the consolidated balance sheets.
All termination benefits associated with the headcount reductions were paid by June 30, 2010.
Interest Expense. Interest expense decreased 14.6% to $7.9 million for the fiscal year ended
June 30, 2010 from $9.3 million for the fiscal year ended June 30, 2009. This decrease was
primarily due to lower interest rates and decreased settlement costs related to interest rate
swaps, partially offset by increased write-offs of deferred loan costs related to the extension of
our revolving credit facility (See Note 7 of Notes to Consolidated Financial Statements).
Other, Net. Other, net totaled $0.3 million of income for fiscal 2010 compared to $1.6 million
of income for fiscal 2009. The fiscal 2009 amount includes $1.2 million related to the settlement
of a non-competition lawsuit.
Income Tax Benefit or Expense. The income tax benefit was $8.6 million for the fiscal year
ended June 30, 2010 compared to income tax expense of $18.6 million for the fiscal year ended June
30, 2009. The effective tax rate was 38.9% and 37.1% for the fiscal year ended June 30, 2010, and
June 30, 2009, respectively.
Liquidity and Capital Resources
Our primary cash needs have been working capital, capital expenditures, payments under our
credit facility and acquisitions. Our primary source of cash for fiscal 2011, 2010, and 2009 was
cash provided by operations.
We need working capital to support seasonal variations in our business, primarily due to the
impact of weather conditions on the electric infrastructure and the corresponding spending by our
customers on electric service and repairs. The increased service activity during storm restoration
events temporarily causes an excess of customer billings over customer collections, leading to
increased accounts receivable during those periods. In the past, we have utilized borrowings under
the revolving portion of our credit facility and cash on hand to satisfy normal cash needs during
these periods.
As of June 30, 2011, our cash totaled $0.3 million and we had $89.4 million available under
the $115.0 million revolving portion of our senior credit facility (after giving effect to the
outstanding balance of $25.6 million of standby letters of credit). On August 24, 2011, we repaid
this indebtedness and concurrently entered into a new $200 million revolving credit facility. As of
such date, we had $115.0 million in borrowings and $61.9 million of availability under this
facility (after giving effect to outstanding standby letters of credit of $23.1 million). This
borrowing availability is subject to, and potentially limited by, our compliance with the covenants
of our credit facility, which are discussed below.
Our revolving credit facility requires us to maintain: (i) a leverage ratio, which is the
ratio of total debt to adjusted EBITDA (as defined in our senior credit facility; measured on a
trailing four-quarter basis), of no more than 3.75 to 1.0 as of the last day of each fiscal
quarter, declining to 3.50 on June 30, 2012 and declining to
3.00 on June 30, 2013 and thereafter,
and (ii) a consolidated fixed charge coverage ratio (as defined in the revolving credit facility)
of at least 1.25 to 1. We were in compliance with such financial covenants as of August 24, 2011.
We consider our cash investment policies to be conservative in that we maintain a diverse
portfolio of what we believe to be high-quality cash investments with short-term maturities.
Accordingly, we do not anticipate that the current volatility in the capital markets will have a
material impact on the principal amounts of our cash investments.
We believe that our cash flow from operations, available cash and cash equivalents, and
borrowings available under our credit facility will be adequate to meet our ordinary course
liquidity needs for the foreseeable future. However, our ability to satisfy our obligations or to
fund planned capital expenditures will depend on our future performance, which to a certain extent
is subject to general economic, financial, competitive, legislative, regulatory and other factors
beyond our control. In addition, if we fail to comply with the covenants contained in our senior
credit facility, we may be unable to access the revolving portion of our senior credit facility
upon which we depend for letters of credit and other short-term borrowings. This would have a
negative impact on our liquidity and require us to obtain alternative short-term financing.
We also believe that if we pursue any material acquisitions in the foreseeable future we may
need to finance this activity through additional equity or debt financing.
35
Changes in Cash Flows: 2011 Compared to 2010
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(in millions) |
|
Net cash provided by operating activities |
|
$ |
22.2 |
|
|
$ |
21.0 |
|
Net cash used in investing activities |
|
$ |
(16.5 |
) |
|
$ |
(25.1 |
) |
Net cash used in financing activities |
|
$ |
(16.5 |
) |
|
$ |
(28.6 |
) |
Net cash provided by operating activities increased to $22.2 million for the fiscal year
ended June 30, 2011 from $21.0 million for the fiscal year ended June 30, 2010. We had net income of $1.4 million for the fiscal year ended
June 30, 2011 compared to a net loss of $13.5 million for the fiscal year ended June 30, 2010.
This was partially offset by a large increase in accounts receivable for the fiscal year ended June
30, 2011 related to additional storm work of approximately $19.0 million and non-cash restructuring
charges totaling approximately $7.9 million recorded for the fiscal year ended June 30, 2010.
We paid the commercial insurance carrier that administers our partially self-insured
individual workers compensation, vehicle and general liability insurance programs retrospective
premium payment adjustments of $5.2 million in four equal, monthly installments that began in
February 2011. Net cash provided by operating activities includes payments of $5.2 million of
retrospective insurance premium payments to the commercial insurance carrier for the year ended
June 30, 2011. These payments are included in changes in insurance and claims accruals.
Retrospective adjustments have historically been prepared annually on a paid-loss basis by our
commercial insurance carrier. The last retrospective premium payment adjustment from our commercial
insurance carrier resulted in a refund to Pike of approximately $0.2 million that was received
during December 2009.
Net cash used in investing activities decreased to $16.5 million for the fiscal year ended
June 30, 2011 from $25.1 million for the fiscal year ended June 30, 2010. This decrease is
primarily due to the acquisition of Klondyke during fiscal 2010. Our cash used for acquisitions
during fiscal 2011 and 2010 was $0.1 million and $15.2 million, respectively. This decrease was
partially offset by less equipment sales and increased capital expenditures during fiscal 2011.
Capital expenditures for both years consisted primarily of purchases of vehicles and equipment used
to service our customers.
Net cash used in financing activities was $16.5 million for the fiscal year ended June 30,
2011 compared to net cash provided by financing activities of $28.6 million for the fiscal year
ended June 30, 2010. Financing activities for the fiscal year ended June 30, 2011 included $15.5
million of term loan payments and $1.0 million of fees associated with an amendment to our senior
credit facility. Our cash used in financing activities during the fiscal year ended June 30, 2010
included $26.0 million of term loan payments and $2.8 million of fees associated with the July 29,
2009 closing of our senior credit facility.
Changes in Cash Flows: 2010 Compared to 2009
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(in millions) |
|
Net cash provided by operating activities |
|
$ |
21.0 |
|
|
$ |
77.3 |
|
Net cash (used in) provided by investing activities |
|
$ |
(25.1 |
) |
|
$ |
(45.9 |
) |
Net cash provided by (used in) financing activities |
|
$ |
(28.6 |
) |
|
$ |
1.0 |
|
36
Net cash provided by operating activities decreased to $21.0 million for the fiscal year ended
June 30, 2010 from $77.3 million for the fiscal year ended June 30, 2009. The decrease in cash
flows from operating activities was primarily due to the significant change in net (loss)/income
between the two time periods. We had a net loss of $13.5 million for the fiscal year ended June
30, 2010 compared to net income of $31.6 million for the fiscal year ended June 30, 2009. Also
contributing to the decrease of net cash provided by operating activities for fiscal 2010 compared
to fiscal 2009, was the increase in our combined days outstanding in billed accounts receivable and
costs and estimated earnings in excess of billings on uncompleted contracts to 81 days from 71
days.
Net cash used in investing activities decreased to $25.1 million for the fiscal year ended
June 30, 2010 from $45.9 million for the fiscal year ended June 30, 2009. We decreased our net
capital expenditures by $10.6 million during fiscal 2010 compared to fiscal 2009, which for both
periods consisted primarily of purchases of vehicles and equipment used to service our customers
and software purchases for both the implementation of our human resource and payroll system and
toward the implementation of our job cost reporting and billings system. Our cash used for
acquisitions during fiscal 2010 and 2009 was $15.2 million and $25.1 million, respectively.
Net cash used in financing activities was $28.6 million for the fiscal year ended June 30,
2010 compared to net cash provided by financing activities of $1.0 million for the fiscal year
ended June 30, 2009. Our cash used in financing activities during the fiscal year ended June 30,
2010 primarily related to the $26.0 million prepayment on our senior credit facility.
Capital Expenditures
We routinely invest in vehicles, equipment and technology. The timing and volume of such
capital expenditures in the future will be affected by the addition of new customers or expansion
of existing customer relationships. Capital expenditures were $19.1 million, $17.7 million and
$27.3 million for fiscal 2011, 2010 and 2009, respectively. Capital expenditures for all periods
consisted primarily of purchases of vehicles and equipment used to service our customers. As of
June 30, 2011, we had no material outstanding commitments for capital expenditures. We expect
capital expenditures to range from $15 million to $25 million for the year ending June 30, 2012,
which could vary depending on the addition of new customers or increased work on existing customer
relationships. We intend to fund those expenditures primarily from operating cash flow and
available cash and cash equivalents.
EBITDA U.S. GAAP Reconciliation
EBITDA is a non-U.S.GAAP financial measure that represents the sum of net income (loss),
income tax expense (benefit), interest expense, depreciation and amortization. EBITDA is used
internally when evaluating our operating performance and allows investors to make a more meaningful
comparison between our core business operating results on a consistent basis over different periods
of time, as well as with those of other similar companies. Management believes that EBITDA, when
viewed with our results under U.S. GAAP and the accompanying reconciliation, provides additional
information that is useful for evaluating the operating performance of our business without regard
to potential distortions. Additionally, management believes that EBITDA permits investors to gain
an understanding of the factors and trends affecting our ongoing cash earnings, from which capital
investments are made and debt is serviced. However, EBITDA has limitations and should not be
considered in isolation or as a substitute for performance measures calculated in accordance with
U.S. GAAP, such as net income (loss) or cash flow from operating activities, as indicators of
operating performance or liquidity. This non-U.S. GAAP measure excludes certain cash expenses that
we are obligated to make. In addition, other companies in our industry may calculate this non-U.S.
GAAP measure differently than we do or may not calculate it at all, limiting its usefulness as a
comparative measure. The table below provides a reconciliation between net income (loss) and
EBITDA.
37
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(In millions) |
|
Net income (loss) |
|
$ |
1.4 |
|
|
$ |
(13.5 |
) |
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
Interest expense |
|
|
6.6 |
|
|
|
7.9 |
|
Income tax expense (benefit) |
|
|
1.5 |
|
|
|
(8.6 |
) |
Depreciation and amortization |
|
|
38.1 |
|
|
|
35.7 |
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
47.6 |
|
|
$ |
21.5 |
|
|
|
|
|
|
|
|
EBITDA increased 121.3% to $47.6 million for the year ended June 30, 2011 from $21.5
million for the year ended June 30, 2010. EBITDA for the year ended June 30, 2010 was negatively
impacted by a $8.9 million pre-tax restructuring charge, comprised of $1.0 million for severance
and other termination benefits and a $7.9 million non-cash writedown of fleet and other fixed
assets.
Credit Facility
On August 24, 2011, we entered into a new $200 million revolving credit facility that replaced
our prior credit facility. Our new revolving credit facility matures in August 2015.
We repaid outstanding term loans and borrowings on the revolver of our old senior credit
facility upon entering into our new revolving credit facility. As of June 30, 2011, we had $99.0
million of term loans outstanding under our senior credit facility and our borrowing availability
under the $115.0 million revolving portion of our old senior credit facility was $89.4 million
(after giving effect to $25.6 million of outstanding standby letters of credit). As of August 24,
2011, we had $115.0 million in borrowings and our availability under our revolving credit facility
was $61.9 million (after giving effect to $23.1 million of outstanding standby letters of credit).
The obligations under our revolving credit facility are unconditionally guaranteed by us and each
of our existing and subsequently acquired or organized domestic and first-tier foreign subsidiaries
and secured on a first-priority basis by security interests (subject to permitted liens) in
substantially all assets owned by us and each of our subsidiaries, subject to limited exceptions.
Our new revolving credit facility contains a number of other affirmative and restrictive
covenants including limitations on dissolutions, sales of assets, investments, indebtedness and
liens. Our credit facility requires us to maintain: (i) a leverage ratio, which is the ratio of
total debt to adjusted EBITDA (as defined in our senior credit facility; measured on a trailing
four-quarter basis), of no more than 3.75 to 1.0 as of the last day of each fiscal quarter,
declining to 3.50 on June 30, 2012 and declining to 3.00 on
June 30, 2013 and thereafter, and (ii)
a consolidated fixed charge coverage ratio (as defined in the revolving credit facility) of at
least 1.25 to 1.0.
Contractual Obligations and Other Commitments
As of June 30, 2011, our contractual obligations and other commitments were as follows:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Obligations by Fiscal Year Ended June 30, |
|
|
|
Total |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 |
|
|
2016 |
|
|
Thereafter |
|
|
|
(in millions) |
|
Long-term debt obligations (1) |
|
$ |
99.0 |
|
|
$ |
|
|
|
$ |
99.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Interest payment obligations (2) |
|
|
4.2 |
|
|
|
3.8 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations |
|
|
33.5 |
|
|
|
8.3 |
|
|
|
6.4 |
|
|
|
5.9 |
|
|
|
4.6 |
|
|
|
3.8 |
|
|
|
4.5 |
|
Purchase obligations (3) |
|
|
16.7 |
|
|
|
16.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation (4) |
|
|
8.3 |
|
|
|
|
|
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
161.7 |
|
|
$ |
28.8 |
|
|
$ |
107.5 |
|
|
$ |
5.9 |
|
|
$ |
4.6 |
|
|
$ |
3.8 |
|
|
$ |
11.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes only obligations to pay principal, not interest expense. See Note 7 of the
consolidated financial statements for details on our new revolving credit facility closed in
August 2011. |
38
|
|
|
(2) |
|
Represents estimated interest payments to be made on our variable rate debt. All interest
payments assume that principal payments are made as originally scheduled. Interest rates
utilized to determine interest payments for variable rate debt are based upon our current term
loan interest rate and include the impact of our interest rate swaps. For more information,
see Note 7 of the Notes to Consolidated Financial Statements. |
|
(3) |
|
Represents purchase obligations related to materials and subcontractor services for customer
contracts. |
|
(4) |
|
For a description of the deferred compensation obligation, see Note 16 of the Notes to
Consolidated Financial Statements. |
Off-Balance Sheet Arrangements
As is common in our industry, we have entered into certain off-balance sheet arrangements in
the ordinary course of business that result in risks not directly reflected in our balance sheets.
Our significant off-balance sheet transactions include liabilities associated with non-cancelable
operating leases, letter of credit obligations, and surety guarantees entered into in the normal
course of business. We have not engaged in any off-balance sheet financing arrangements through
special purpose entities.
Letters of Credit
Certain of our vendors require letters of credit to ensure reimbursement for amounts they are
disbursing on our behalf. In addition, from time to time some customers require us to post letters
of credit to ensure payment to our subcontractors and vendors under those contracts and to
guarantee performance under our contracts. Such letters of credit are generally issued by a bank
or similar financial institution. The letter of credit commits the issuer to pay specified amounts
to the holder of the letter of credit if the holder claims that we have failed to perform specified
actions. If this were to occur, we would be required to reimburse the issuer of the letter of
credit. Depending on the circumstances of such a reimbursement, we may also have to record a
charge to earnings for the reimbursement. We do not believe that it is likely that any material
claims will be made under a letter of credit in the foreseeable future. We use the revolving
portion of our senior credit facility to issue letters of credit. As of June 30, 2011, we had
$25.6 million of standby letters of credit issued under our credit facility primarily for insurance
and bonding purposes. Our ability to obtain letters of credit under the revolving portion of our
senior credit facility is conditioned on our continued compliance with the affirmative and negative
covenants of our senior credit facility.
Performance Bonds and Parent Guarantees
In the ordinary course of business, we are required by certain customers to post surety or
performance bonds in connection with services that we provide to them. These bonds provide a
guarantee to the customer that we will perform under the terms of a contract and that we will pay
subcontractors and vendors. If we fail to perform under a contract or to pay subcontractors and
vendors, the customer may demand that the surety make payments or provide services under the bond.
We must reimburse the surety for any expenses or outlays it incurs. As of June 30, 2011, we had
$139.0 million in surety bonds outstanding, and we also had provided collateral in the form of a
letter of credit to sureties in the amount of $2.0 million, which is included in the total letters
of credit outstanding above. To date, we have not been required to make any reimbursements to our
sureties for bond-related costs. We believe that it is unlikely that we will have to fund
significant claims under our surety arrangements in the foreseeable future.
Pike Electric Corporation, from time to time, guarantees the obligations of its wholly owned
subsidiaries, including obligations under certain contracts with customers.
39
Recent Accounting Pronouncements
Presentation of Comprehensive Income
In June 2011, the Financial Accounting Standards Board (FASB) amended its guidance on the
presentation of comprehensive income. Under the amended guidance, an entity has the option to
present comprehensive income
in either one continuous statement or two consecutive financial statements. A single statement
must present the components of net income and total net income, the components of other
comprehensive income and total other comprehensive income, and a total for comprehensive income. In
a two-statement approach, an entity must present the components of net income and total net income
in the first statement. That statement must be immediately followed by a financial statement that
presents the components of other comprehensive income, a total for other comprehensive income, and
a total for comprehensive income. The option under current guidance that permits the presentation
of components of other comprehensive income as part of the statement of changes in stockholders
equity has been eliminated. The amendment becomes effective retrospectively for the Companys
interim period ending September 30, 2012. Early adoption is permitted. The Company does not expect
that this guidance will have an impact on its financial position, results of operations or cash
flows as it is disclosure-only in nature.
Accounting for Goodwill and Intangible Assets
In December 2010, the FASB amended its guidance on goodwill and other intangible assets. The
amendment modifies Step 1 of the goodwill impairment test for reporting units with zero or negative
carrying amounts. For those reporting units, an entity is required to perform Step 2 of the
goodwill impairment test if there are qualitative factors indicating that it is more likely than
not that a goodwill impairment exists. The qualitative factors are consistent with the existing
guidance which requires goodwill of a reporting unit to be tested for impairment between annual
tests if an event occurs or circumstances change that would more likely than not reduce the fair
value of a reporting unit below its carrying amount. This amendment was effective for the Companys
interim period ended September 30, 2011. The amendment did not have an impact on the Companys
financial position, results of operations or cash flows as we do not have any reporting units with
zero or negative carrying amounts.
Accounting for Business Combinations
In December 2010, the FASB issued an accounting standards update for business combinations.
This standards update specifies that if a public entity presents comparative financial statements,
the entity should disclose revenue and earnings of the combined entity as though the business
combination(s) that occurred during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. The amendments also expand the supplemental pro
forma disclosures to include a description of the nature and amount of material, nonrecurring pro
forma adjustments directly attributable to the business combination included in the reported pro
forma revenue and earnings. The amendments are effective prospectively for business combinations
for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2010 (July 1, 2011 for Pike). Early adoption is permitted. The
adoption of this new guidance is not expected to have a significant impact on our consolidated
financial statements.
Disclosures for Fair Value Measurements
In May 2011, the FASB amended its guidance to converge fair value measurement and disclosure
guidance about fair value measurement under U.S. GAAP with International Financial Reporting
Standards (IFRS). IFRS is a comprehensive series of accounting standards published by the
International Accounting Standards Board. The amendment changes the wording used to describe many
of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair
value measurements. For many of the requirements, the FASB does not intend for the amendment to
result in a change in the application of the requirements in the current authoritative guidance.
The amendment becomes effective prospectively for the Companys interim period ending September 30,
2012. Early application is not permitted. The Company does not expect the amendment to have a
material impact on its financial position, results of operations or cash flows.
In January 2010, the FASB issued authoritative guidance for fair value measurements. This
guidance now requires a reporting entity to disclose separately the amounts of significant
transfers in and out of Level 1 and Level 2 fair value measurements and also to describe the
reasons for these transfers. This authoritative guidance also requires enhanced disclosure of
activity in Level 3 fair value measurements. The guidance for Level 1 and Level 2 fair value
measurements was effective for the Companys interim reporting period ended March 31, 2010. The
implementation did not have an impact on the Companys financial position, results of operations or
cash flows as it is disclosure-only in nature. The guidance for Level 3 fair value measurements
disclosures becomes effective for the Companys interim reporting period ending September 30, 2011
and the Company does not expect that this guidance will have an impact on its financial position,
results of operations or cash flows as it is disclosure-only in nature.
40
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains statements that are intended to be forward-looking
statements under the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are based on current expectations, estimates, forecasts and projections
about our company and the industry in which we operate and managements beliefs and assumptions.
Such statements include, in particular, statements about our plans, strategies and prospects under
the headings Business Industry Trends, - Competitive Strengths, - Business Strategy, -
Our Services, - Competition, and Managements Discussion and Analysis of Financial Condition
and Results of Operations.
Words such as may, should, expect, anticipate, intend, plan, predict,
potential, continue, believe, seek, estimate, variations of such words and similar
expressions are intended to identify such forward-looking statements. These statements are not
guarantees of future performance and involve risks, uncertainties and assumptions which are
difficult to predict. Such risks include, without limitation, those identified under the heading
Risk Factors. Therefore, actual outcomes and results may differ materially from what is expressed
or forecasted in such forward-looking statements. These forward-looking statements include, but are
not limited to, statements relating to:
|
|
|
our belief that there are significant opportunities for our business and the services we
provide due to the required future investment in transmission and distribution
infrastructure, the expanded development of energy sources and the increased outsourcing of
infrastructure services; |
|
|
|
|
our belief that our acquisitions of Klondyke and Pine Valley allow us to continue to
expand our EPC services in the Western portion of the United States and better compete in
markets with unionized workforces; |
|
|
|
|
our belief that there is significant demand for first or second generation build-out of
electricity infrastructure in developing countries; |
|
|
|
|
our belief that the markets in developing countries present opportunities for companies,
such as ourselves, with scale, sophistication and size to utilize their skills and
equipment in productive and profitable projects; |
|
|
|
|
our expectation that we will benefit from the development of new sources of electric
power generation; |
|
|
|
|
our belief that growth in our markets will be driven by bundling services and marketing
these offerings to our large and extensive customer base and new customers and that by
offering these services on a turnkey basis, we enable our customers to achieve economies
and efficiencies over traditional unbundled services, which should ultimately lead to an
expansion of our market share across our existing customer base and provide us the
credibility to secure opportunities from new customers; |
|
|
|
|
our belief that the United States power system and network reliability will require
significant future upkeep given the postponement of maintenance spending in recent years
due to the difficult economic conditions, that such upkeep will drive demand for our
services and that our leading position in the markets we service will enable us to
capitalize on increases in demand for our services; |
|
|
|
|
our belief that our existing and potential customers desire a deeper range of service
offerings on an ever-increasing scale and that our broad platform of service offerings will
enable us to acquire additional market share and further penetrate our existing markets; |
|
|
|
|
our belief that our broad platform of service offerings will be attractive to local and
regional firms looking to consolidate with a larger company offering a more diversified and
complete set of services; |
|
|
|
|
our belief that our reputation and experience combined with our broad range of services
allows us to opportunistically bid on attractive international projects and that will be
other large and financially
attractive projects to pursue in international markets over the next few years as developing
regions install or develop their electric infrastructure; |
41
|
|
|
our belief that we have a unique and strong competitive position in the markets in which
we operate resulting from a number of factors including: (i) our position as a leading
provider of energy solutions; (ii) our attractive, contiguous presence in key geographic
markets; (iii) our long-standing relationships across a high-quality customer base; (iv)
our outsourced services-based business model; (v) our position as a recognized leader in
storm restoration capabilities; and (vi) our experienced operations management team and
their extensive relationships; |
|
|
|
|
our belief that we are one of only a few companies offering a broad spectrum of energy
solutions that our current and prospective customers increasingly demand; |
|
|
|
|
our belief that our management teams deep industry knowledge, experience and
relationships extend our operating capabilities, improve the quality of our services,
facilitate access to clients and enhance our strong reputation in the industry; |
|
|
|
|
our belief that our customers, especially electric utilities, will expand outsourcing of
utility infrastructure services over time; |
|
|
|
|
our expectation that a substantial portion of our total revenues will continue to be
derived from a limited group of customers given the composition of the investor-owned,
municipal and co-operative utilities in our geographic market; |
|
|
|
|
our belief that we have a favorable competitive position in our markets due in large
part to our ability to execute with respect to the following factors: (i) diversified
services including the ability to offer turn-key EPC project services; (ii) customer
relationships and industry reputation; (iii) responsiveness in emergency restoration
situations; (iv) adequate financial resources and bonding capacity; (v) geographic breadth
and presence in customer markets; and (vi) pricing of services, particularly under MSA
constraints; and (vii) safety concerns of our crews, customers and the general public; |
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|
our belief that we are in material compliance with applicable regulatory requirements
and have all material licenses required to conduct our operations; |
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|
our expectation that costs to maintain environmental compliance and/or to address
environmental issues will not have a material adverse effect on our results of operations,
cash flows or financial condition; |
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|
our belief that our fleet maintenance capabilities, experience and personnel provide us
with a competitive advantage; |
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|
our intention to continue to retain any future earnings rather than paying dividends; |
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|
|
our belief that the lawsuits, claims or other proceedings to which we are subject in the
ordinary course of business will not have a material adverse effect on our results of
operation, financial position, or cash flows; |
|
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|
|
our belief that a significant amount of pent-up demand is building and power system
reliability is being challenged and that we remain well positioned to benefit from a
reacceleration in maintenance spending, which will remain dependent to a large extent on
the health of the economy; |
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|
|
our expectation that current volatility in the capital markets will not have a material
impact on the principal amounts of our cash investments; |
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|
|
our belief that our cash flow from operations, available cash and cash equivalents, and
borrowings available under our credit facility will be adequate to meet our ordinary course
liquidity needs for the foreseeable future and that if we pursue any material acquisitions
in the foreseeable future we may need to finance this activity through additional equity or
debt financing; |
42
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|
|
our expectation that our capital expenditures will range from $15 million to $25 million
for the year ended June 30, 2012 and our intention to fund those expenditures from
operating cash flow and available cash and cash equivalents; |
|
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|
|
our belief that it is unlikely that any material claims will be made under a letter of
credit in the foreseeable future; |
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|
|
our belief that it is unlikely that we will have to fund significant claims under our
surety arrangements in the foreseeable future; |
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|
|
our expectation that certain recent accounting pronouncements will have no material
effect on our consolidated financial statements; |
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|
|
our belief that contamination at our owned property in Georgia occurred before we
purchased the property and that the remediation of the site is
substantially complete; |
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|
our expectation that the goodwill recognized in our acquisition of Klondyke will be
amortizable for tax purposes; |
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|
our expectation that our ability to satisfy our obligations or to fund planned capital
expenditures will depend on our future performance and our belief that this is subject to a
certain extent on general economic, financial, competitive, legislative, regulatory and
other factors beyond our control; |
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|
the possibility that if we fail to comply with the covenants contained in our revolving
credit facility, we may be unable to access the revolving portion of our credit facility
upon which we depend for letters of credit and other short-term borrowings and that this
would have a negative impact on our liquidity and could require us to obtain alternative
short-term financing; |
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|
|
our expectation that our gross profit and operating income (loss) would be negatively
affected if diesel prices rise due to additional costs that we may not fully recover
through increases in prices to customers; and |
|
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|
|
our expectation that the net amount of the existing losses in
OCI at June 30, 2011 unclassified into net income (loss) over the next
twelve months will be approximately $150,000. |
Except as required under the federal securities laws and the rules and regulations of the SEC,
we do not have any intention or obligation to update publicly any forward-looking statements after
we file this Annual Report on Form 10-K, whether as a result of new information, future events or
otherwise.
43
|
|
|
ITEM 7A. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Interest Rate Risk
We are exposed to market risk related to changes in interest rates on borrowings under our
credit facility, which bears interest based on the London Interbank Offered Rate (LIBOR), plus an
applicable margin dependent upon our total leverage ratio. We use derivative financial instruments
to manage exposure to fluctuations in interest rates on our senior credit facility. These
derivative financial instruments, which are currently all swap agreements, are not entered into for
trading or speculative purposes. A swap agreement is a contract to exchange a floating rate for a
fixed rate without the exchange of the underlying notional amount.
We periodically enter into interest rate swaps to decrease our exposure to interest rate
volatility. We currently have two active interest rate swaps, both with notional amounts of $20
million. One has a fixed rate of 1.1375% and the other has a fixed rate of 1.0525%. Based on our
credit facilitys margin interest rate of 1.6875% at June 30, 2011, these swap agreements
effectively fix the interest rate at 2.58% for $40 million of our term debt. The fair value of the
interest rate swaps at June 30, 2011 was reflected on the balance sheet in accrued expenses and
other for $0.3 million.
Based on our outstanding debt of $99.0 million at June 30, 2011 and after including the impact
of our active interest rate swaps, a hypothetical change in the annual interest rate of 100 basis
points would result in a change in annual cash interest expense of $0.6 million. Actual changes in
interest rates may differ materially from the hypothetical assumptions used in computing this
exposure.
Diesel Fuel Risk
We have a large fleet of vehicles and equipment that primarily use diesel fuel. As a result,
we have market risk for changes in diesel fuel prices. If diesel prices rise, our gross profit and
operating income (loss) would be negatively affected due to additional costs that may not be fully
recovered through increases in prices to customers.
We periodically enter into diesel fuel swaps and fixed-price forward contracts to decrease our
price volatility. We currently hedge approximately 56% of our diesel fuel usage with prices
ranging from $3.00 to $3.99 per gallon at a weighted-average price of $3.73 per gallon. Our goal
is to maintain our hedged positions at 50% to 80% of our annual volumes on a rolling basis. The
fair value of the diesel fuel swaps at June 30, 2011 was approximately $0.9 million.
Based on our projected fuel usage for fiscal 2011 and after including the impact of our active
diesel fuel swaps, a $0.50 change in the price per gallon of diesel fuel would change our annual
cost of operations by approximately $1.6 million. Actual changes in costs of operations may differ
materially from the hypothetical assumptions used in computing this exposure.
Concentration of Credit Risk
We are subject to concentrations of credit risk related primarily to our cash and cash
equivalents and accounts receivable. We maintain substantially all of our cash investments with
what we believe to be high credit quality financial institutions. We grant credit under normal
payment terms, generally without collateral, to our customers, which include electric power
companies, governmental entities, general contractors and builders, and owners and managers of
commercial and industrial properties located in the United States. Consequently, we are subject to
potential credit risk related to changes in business and economic factors throughout the United
States. However, we generally have certain statutory lien rights with respect to services
provided.
44
|
|
|
ITEM 8. |
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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46 |
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47 |
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48 |
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49 |
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50 |
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51 |
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52 |
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53 |
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45
Managements Report on Internal Control Over Financial Reporting
The Companys management is responsible for establishing and maintaining adequate internal control
over financial reporting. Our internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting
principles.
The Companys internal control over financial reporting includes policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
transactions and dispositions of assets; (2) provide reasonable assurances that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are being made only in
accordance with authorizations of management and the board of directors of Pike; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Companys assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Companys internal control over financial reporting as
of June 30, 2011. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on our assessment and those criteria, management has concluded
that we maintained effective internal control over financial reporting as of June 30, 2011.
Our independent registered public accounting firm, Ernst & Young LLP, audited the effectiveness of
our internal controls over financial reporting. Ernst & Young LLP has issued their report on the
effectiveness of internal control over financial reporting which is included in this Annual Report
on Form 10-K.
46
Report of Independent Registered Public Accounting Firm
The Board of Directors
and Stockholders of
Pike Electric Corporation
We have audited the accompanying consolidated balance sheets of Pike Electric Corporation as of June 30, 2011 and 2010,
and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years
in the period ended June 30, 2011. Our audits also included the financial statement schedule listed in the Index at
Item 15(a)(2). These financial statements and schedule are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Pike Electric Corporation at June 30, 2011 and 2010, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended June 30, 2011, in conformity with U.S.
generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the
information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Pike Electric Corporations internal control over financial reporting as of June 30, 2011, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated September 6, 2011 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Greensboro, North Carolina
September 6, 2011
1
Report of Independent Registered Public Accounting Firm
The Board of Directors
and Stockholders of Pike Electric Corporation
We have audited Pike Electric Corporations internal control over financial reporting as of June 30, 2011, based on
criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). Pike Electric Corporations management is responsible for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal control
over financial reporting included in the accompanying Managements Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the companys internal control over financial reporting based on our
audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A companys internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, Pike Electric Corporation maintained, in all material respects, effective internal control over
financial reporting as of June 30, 2011, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Pike Electric Corporation as of June 30, 2011 and 2010 and the related
consolidated statements of operations, stockholders equity and cash flows for each of the three years in the period
ended June 30, 2011 of Pike Electric Corporation and our report dated September 6, 2011 expressed an unqualified
opinion thereon.
/s/ Ernst & Young LLP
Greensboro, NC
September 6, 2011
2
PIKE ELECTRIC CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value amounts)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
311 |
|
|
$ |
11,133 |
|
Accounts receivable from customers, net |
|
|
80,902 |
|
|
|
64,672 |
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
|
49,266 |
|
|
|
50,215 |
|
Inventories |
|
|
8,338 |
|
|
|
6,401 |
|
Prepaid expenses and other |
|
|
16,044 |
|
|
|
9,115 |
|
Deferred income taxes |
|
|
7,969 |
|
|
|
10,526 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
162,830 |
|
|
|
152,062 |
|
Property and equipment, net |
|
|
177,682 |
|
|
|
194,885 |
|
Goodwill |
|
|
110,893 |
|
|
|
114,778 |
|
Other intangibles, net |
|
|
38,353 |
|
|
|
38,527 |
|
Deferred loan costs, net |
|
|
2,005 |
|
|
|
3,021 |
|
Other assets |
|
|
1,846 |
|
|
|
2,105 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
493,609 |
|
|
$ |
505,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
20,079 |
|
|
$ |
17,484 |
|
Accrued compensation |
|
|
25,474 |
|
|
|
22,589 |
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
|
12,224 |
|
|
|
8,925 |
|
Accrued expenses and other |
|
|
8,185 |
|
|
|
6,112 |
|
Current portion of insurance and claim accruals |
|
|
12,526 |
|
|
|
23,422 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
78,488 |
|
|
|
78,532 |
|
Long-term debt |
|
|
99,000 |
|
|
|
114,500 |
|
Insurance and claim accruals |
|
|
6,621 |
|
|
|
6,005 |
|
Deferred compensation |
|
|
6,140 |
|
|
|
5,844 |
|
Deferred income taxes |
|
|
46,179 |
|
|
|
48,170 |
|
Other liabilities |
|
|
2,792 |
|
|
|
2,859 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, par value $0.001 per share; 100,000 authorized
shares; no shares issued and outstanding |
|
|
|
|
|
|
|
|
Common stock, par value $0.001 per share; 100,000 authorized
shares; 33,666 and 33,544 shares issued and outstanding at
June 30, 2011 and 2010, respectively |
|
|
6,427 |
|
|
|
6,427 |
|
Additional paid-in capital |
|
|
161,586 |
|
|
|
158,030 |
|
Accumulated other comprehensive loss, net of taxes |
|
|
(178 |
) |
|
|
(142 |
) |
Retained earnings |
|
|
86,554 |
|
|
|
85,153 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
254,389 |
|
|
|
249,468 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
493,609 |
|
|
$ |
505,378 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
49
PIKE ELECTRIC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
593,858 |
|
|
$ |
504,084 |
|
|
$ |
613,476 |
|
Cost of operations |
|
|
525,915 |
|
|
|
456,317 |
|
|
|
503,203 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
67,943 |
|
|
|
47,767 |
|
|
|
110,273 |
|
General and administrative expenses |
|
|
57,675 |
|
|
|
51,994 |
|
|
|
50,248 |
|
Loss on sale and impairment of property and equipment |
|
|
751 |
|
|
|
1,239 |
|
|
|
2,116 |
|
Restructuring expenses |
|
|
|
|
|
|
8,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
9,517 |
|
|
|
(14,411 |
) |
|
|
57,909 |
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
6,608 |
|
|
|
7,908 |
|
|
|
9,258 |
|
Other, net |
|
|
(55 |
) |
|
|
(298 |
) |
|
|
(1,552 |
) |
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
6,553 |
|
|
|
7,610 |
|
|
|
7,706 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
2,964 |
|
|
|
(22,021 |
) |
|
|
50,203 |
|
Income tax expense (benefit) |
|
|
1,563 |
|
|
|
(8,562 |
) |
|
|
18,634 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,401 |
|
|
$ |
(13,459 |
) |
|
$ |
31,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.04 |
|
|
$ |
(0.41 |
) |
|
$ |
0.96 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.04 |
|
|
$ |
(0.41 |
) |
|
$ |
0.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
33,399 |
|
|
|
33,132 |
|
|
|
33,023 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
33,996 |
|
|
|
33,132 |
|
|
|
33,741 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
50
PIKE ELECTRIC CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
Total |
|
|
|
Stock |
|
|
Common |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Retained |
|
|
Stockholders |
|
|
|
Shares |
|
|
Stock |
|
|
Capital |
|
|
(Income) Loss |
|
|
Earnings |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2008 |
|
|
33,183 |
|
|
$ |
6,427 |
|
|
$ |
148,288 |
|
|
$ |
(806 |
) |
|
$ |
67,043 |
|
|
$ |
220,952 |
|
Employee stock compensation plans, net |
|
|
279 |
|
|
|
|
|
|
|
4,747 |
|
|
|
|
|
|
|
|
|
|
|
4,747 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,569 |
|
|
|
31,569 |
|
Loss on derivative instruments, net of income
taxes of ($194) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(303 |
) |
|
|
|
|
|
|
(303 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(303 |
) |
|
|
31,569 |
|
|
|
31,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2009 |
|
|
33,462 |
|
|
$ |
6,427 |
|
|
$ |
153,035 |
|
|
$ |
(1,109 |
) |
|
$ |
98,612 |
|
|
$ |
256,965 |
|
Employee stock compensation plans, net |
|
|
82 |
|
|
|
|
|
|
|
4,995 |
|
|
|
|
|
|
|
|
|
|
|
4,995 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,459 |
) |
|
|
(13,459 |
) |
Gain on derivative instruments, net of income
taxes of $615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
967 |
|
|
|
|
|
|
|
967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
967 |
|
|
|
(13,459 |
) |
|
|
(12,492 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2010 |
|
|
33,544 |
|
|
$ |
6,427 |
|
|
$ |
158,030 |
|
|
$ |
(142 |
) |
|
$ |
85,153 |
|
|
$ |
249,468 |
|
Employee stock compensation plans, net |
|
|
122 |
|
|
|
|
|
|
|
3,556 |
|
|
|
|
|
|
|
|
|
|
|
3,556 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,401 |
|
|
|
1,401 |
|
Loss on derivative instruments, net of income
taxes of ($23) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36 |
) |
|
|
|
|
|
|
(36 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36 |
) |
|
|
1,401 |
|
|
|
1,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2011 |
|
|
33,666 |
|
|
$ |
6,427 |
|
|
$ |
161,586 |
|
|
$ |
(178 |
) |
|
$ |
86,554 |
|
|
$ |
254,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
51
PIKE ELECTRIC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,401 |
|
|
$ |
(13,459 |
) |
|
$ |
31,569 |
|
Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
38,033 |
|
|
|
35,672 |
|
|
|
36,564 |
|
Non-cash interest expense |
|
|
2,303 |
|
|
|
2,082 |
|
|
|
1,534 |
|
Deferred income taxes |
|
|
174 |
|
|
|
(6,506 |
) |
|
|
(389 |
) |
Loss on sale and impairment of property and equipment |
|
|
751 |
|
|
|
1,239 |
|
|
|
2,116 |
|
Restructuring charges, non-cash |
|
|
|
|
|
|
7,938 |
|
|
|
|
|
Equity compensation expense |
|
|
4,102 |
|
|
|
4,836 |
|
|
|
3,437 |
|
Excess tax benefit from stock-based compensation |
|
|
|
|
|
|
(18 |
) |
|
|
(255 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable and costs and estimated earnings in excess
of billings on uncompleted contracts |
|
|
(15,281 |
) |
|
|
(7,501 |
) |
|
|
16,631 |
|
Inventories, prepaid expenses and other |
|
|
(9,603 |
) |
|
|
440 |
|
|
|
(1,357 |
) |
Insurance and claim accruals |
|
|
(10,280 |
) |
|
|
(4,350 |
) |
|
|
(3,085 |
) |
Accounts payable and other |
|
|
10,613 |
|
|
|
1,996 |
|
|
|
(5,713 |
) |
Deferred compensation |
|
|
|
|
|
|
(1,402 |
) |
|
|
(3,709 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
22,213 |
|
|
|
20,967 |
|
|
|
77,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(19,088 |
) |
|
|
(17,663 |
) |
|
|
(27,251 |
) |
Business acquisitions, net |
|
|
(90 |
) |
|
|
(15,157 |
) |
|
|
(25,092 |
) |
Net proceeds from sale of property and equipment |
|
|
2,676 |
|
|
|
7,739 |
|
|
|
6,462 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(16,502 |
) |
|
|
(25,081 |
) |
|
|
(45,881 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments on long-term debt |
|
|
(15,500 |
) |
|
|
(26,000 |
) |
|
|
|
|
Borrowings under revolving credit facility |
|
|
|
|
|
|
|
|
|
|
84,705 |
|
Repayments under revolving credit facility |
|
|
|
|
|
|
|
|
|
|
(84,705 |
) |
Stock option and employee stock purchase activity, net |
|
|
(42 |
) |
|
|
201 |
|
|
|
805 |
|
Excess tax benefit from stock-based compensation |
|
|
|
|
|
|
18 |
|
|
|
255 |
|
Deferred loan costs |
|
|
(991 |
) |
|
|
(2,792 |
) |
|
|
(59 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(16,533 |
) |
|
|
(28,573 |
) |
|
|
1,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(10,822 |
) |
|
|
(32,687 |
) |
|
|
32,463 |
|
Cash and cash equivalents beginning of year |
|
|
11,133 |
|
|
|
43,820 |
|
|
|
11,357 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of year |
|
$ |
311 |
|
|
$ |
11,133 |
|
|
$ |
43,820 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
52
PIKE ELECTRIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2011, 2010 and 2009
(in thousands, except per share amounts)
1. Organization and Business
As used in this section, unless the context requires otherwise, the terms Pike, Pike
Electric, we, us, and our, refer to Pike Electric Corporation and its subsidiaries and all
predecessors of Pike Electric Corporation and its subsidiaries.
Pike Electric is one of the largest providers of energy solutions for investor-owned,
municipal and co-operative utilities throughout the United States. Our comprehensive services
include siting, permitting, engineering, design, installation, maintenance and repair of power
delivery systems, including renewable energy projects. We operate in one reportable segment.
We monitor revenue by two categories of services: core and storm restoration. We use this
breakdown because core services represent ongoing service revenues, most of which are generated by
our customers recurring maintenance needs, and storm restoration revenues represent additional
revenue opportunities that depend on weather conditions.
The following table sets forth our revenue by category of service for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Core services |
|
$ |
529,335 |
|
|
|
89.1 |
% |
|
$ |
457,448 |
|
|
|
90.7 |
% |
|
$ |
460,630 |
|
|
|
75.1 |
% |
Storm restoration services |
|
|
64,523 |
|
|
|
10.9 |
|
|
|
46,636 |
|
|
|
9.3 |
|
|
|
152,846 |
|
|
|
24.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
593,858 |
|
|
|
100.0 |
% |
|
$ |
504,084 |
|
|
|
100.0 |
% |
|
$ |
613,476 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Pike Electric Corporation and
its wholly owned subsidiaries. All intercompany amounts and transactions have been eliminated in
consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant items subject to such estimates and assumptions
include the allowance for doubtful accounts; recognition of revenue for costs and estimated
earnings in excess of billings on uncompleted contracts; future cash flows associated with
long-lived assets; useful lives and salvage values of fixed assets for depreciation purposes;
workers compensation and employee benefit liabilities; purchase price allocations; fair value
assumptions in analyzing goodwill; income taxes; and fair values of financial instruments. Due to
the subjective nature of these estimates, actual results could differ from those estimates. We
recorded an approximately $2,000 reduction of costs and estimated earnings in excess of billings on
uncompleted contracts during the quarter ended September 30, 2010 that relates to prior periods,
the impact of which is not material to any individual prior period or our annual results for fiscal
2011.
Reclassifications
Certain amounts reported previously have been reclassified to conform to the current year
presentation.
53
Cash and Cash Equivalents
We consider all highly-liquid investments with an original maturity of three months or less at
the date of purchase to be cash equivalents.
Revenue Recognition
Revenues from service arrangements are recognized when services are performed. We recognize
revenue from hourly services based on actual labor and equipment time completed and on materials
when billable to our customers. We recognize revenue on unit-based services as the units are
completed. We recognize the full amount of any estimated loss on these projects if estimated costs
to complete the remaining units for the project exceed the revenue to be received from such units.
Revenues for fixed-price contracts are recognized using the percentage-of-completion method,
measured by the percentage of costs incurred to date to total estimated costs for each contract.
Contract costs include all direct material, labor and subcontract costs, as well as indirect costs
related to contract performance, such as indirect labor, tools, repairs and depreciation. The cost
estimation process is based on the professional knowledge and experience of our engineers, project
managers, field construction supervisors, operations management and financial professionals.
Changes in job performance, job conditions, estimated profitability and final contract settlements
may result in revisions to costs and income and their effects are recognized in the period in which
the revisions are determined. At the time a loss on a contract becomes known, the entire amount of
the estimated ultimate loss is accrued.
The current asset Costs and estimated earnings in excess of billings on uncompleted
contracts represents revenues recognized in excess of amounts billed. The current liability
Billings in excess of costs and estimated earnings on uncompleted contracts represents billings
in excess of revenues recognized.
Allowance for Doubtful Accounts
We provide an allowance for doubtful accounts that represents an estimate of uncollectible
accounts receivable. The determination of the allowance includes certain judgments and estimates
including our customers willingness or ability to pay and our ongoing relationship with the
customer. In certain instances, primarily relating to storm restoration work and other high-volume
billing situations, billed amounts may differ from ultimately collected amounts. We incorporate
our historical experience with our customers into the estimation of the allowance for doubtful
accounts. These amounts are continuously monitored as additional information is obtained.
Accounts receivable are due from customers located within the United States. Any material change
in our customers business or cash flows could affect our ability to collect amounts due.
Accounts receivable, net and costs and estimated earnings in excess of billings on uncompleted
contracts included allowances for doubtful accounts of $537 and $645 at June 30, 2011 and 2010,
respectively. We recorded bad debt (recovery) expense of ($94), $274 and $392 for fiscal 2011, 2010
and 2009, respectively.
Inventories
Inventories consist of machine parts, supplies, small tools and other materials used in the
ordinary course of business and are stated at the lower of average cost or market. Inventory
located outside the U.S. totaled approximately $1,200 as of June 30, 2011.
54
Property and Equipment
Property and equipment is carried at cost. Replacements and improvements are capitalized when
costs incurred for those purposes extend the useful life of the asset. Maintenance and repairs are
expensed as incurred. Depreciation on capital assets is computed using the straight-line method.
Internal and external costs incurred to acquire and create internal use software are capitalized and amortized over the useful life of the software. Capitalized software is included in property
and equipment on the consolidated balance sheets. Our management
makes assumptions regarding future conditions in determining estimated useful lives and
potential salvage values, and reviews these assumptions at least annually. These assumptions
impact the amount of depreciation expense recognized in the period and any gain or loss recognized
once the asset is disposed of or classified as held for sale.
We review our property and equipment for impairment when events or changes in business
conditions indicate the carrying value of the assets may not be recoverable. An impairment of
assets classified as held and used exists if the sum of the undiscounted estimated future cash
flows expected is less than the carrying value of the assets. If this measurement indicates a
possible impairment, we compare the estimated fair value of the asset to the net book value to
measure the impairment charge, if any. If the criteria for classifying an asset as held for sale
have been met, we record the asset at the lower of carrying value or fair value, less estimated
selling costs. We continually evaluate the depreciable lives and salvage values of our equipment.
Property and equipment located outside the U.S. totaled approximately
$1,000 as of June 30, 2011.
Goodwill and Other Intangible Assets
We test our goodwill for impairment annually or more frequently if events or circumstances
indicate impairment may exist. Examples of such events or circumstances could include a
significant change in business climate or a loss of significant customers. We complete our annual
analysis of our reporting units as of the first day of our fourth fiscal quarter. For purposes of
our fiscal 2011 analysis, we had three reporting units non-union construction, union
construction, and engineering. In evaluating reporting units, we first consider our operating
segment and related components in accordance with U.S. GAAP. We allocate goodwill to the reporting
units that are expected to benefit from the synergies of the business combinations generating the
goodwill. We apply a two-step fair value-based test to assess goodwill for impairment. The first
step compares the fair values of the reporting units to their carrying amounts, including goodwill.
If the carrying amount of any reporting unit exceeds its fair value, the second step is then
performed. The second step compares the carrying amount of the reporting units goodwill to the
implied fair value of the goodwill. If the implied fair value of the goodwill is less than the
carrying amount, an impairment loss would be recorded.
We determine the fair value of our reporting units based on a combination of the income
approach, using a discounted cash flow model, and a market approach, which considers comparable
companies and transactions. Under the income approach, the discounted cash flow model determines
fair value based on the present value of projected cash flows over a specific projection period and
a residual value related to future cash flows beyond the projection period. Both values are
discounted using a rate which reflects our best estimate of the weighted average cost of capital of
a market participant, and is adjusted for appropriate risk factors. We perform sensitivity tests
with respect to growth rates and discount rates used in the income approach. Under the market
approach, valuation multiples are derived based on a selection of comparable companies and
acquisition transactions, and applied to projected operating data for each reporting unit to arrive
at an indication of fair value.
For our annual impairment analysis, we weighted the income and market approaches 70% and 30%,
respectively, The income approach was given a higher weight because it has a more direct
correlation to the specific economics of the reporting units than the market approach which is
based on multiples of companies that, although comparable, may not have the exact same risk factors
as our reporting units. The analysis indicated that, as of the first day of our fourth fiscal
quarter, the fair values of each of our reporting units exceeded their respective carrying values
in excess of 10%. For our analysis, we also considered various elements of an implied control
premium in assessing the reasonableness of the reconciliation of the summation of the fair values
of the invested capital of our three reporting units (with appropriate consideration of the
interest bearing debt) to the Companys overall market capitalization and our net book value. This
analysis included (i) the current control premium being paid for companies with a similar market
capitalization and within similar industries and (ii) certain synergies that a market participant
buyer could realize, such as the elimination of potentially redundant costs. Based on these
analyses, management determined that the resulting control premium implied in the annual impairment
analysis was less than 10% which was within a reasonable range of current market conditions. Based
on these analyses, we concluded that goodwill was not impaired.
55
In addition to goodwill, we identify and value other intangible assets that we acquire in
business combinations, such as customer arrangements, customer relationships and non-compete
agreements, that arise from contractual or other legal rights or that are capable of being
separated or divided from the acquired entity and sold, transferred,
licensed, rented or exchanged. The fair value of identified intangible assets is based upon
an estimate of the future economic benefits expected to result from ownership, which represents the
amount at which the assets could be bought or sold in a current transaction between willing
parties, that is, other than in a forced or liquidation sale. For customers with whom we have an
existing relationship prior to the date of the transaction, we utilize assumptions that a
marketplace participant would consider in estimating the fair value of customer relationships that
an acquired entity had with our pre-existing customers in accordance
with U.S. GAAP. The inputs into goodwill and intangible asset fair
value calculations reflect our market assumptions and are not
observable. Consequently, the inputs are considered to be
Level 3 as specified in the fair value accounting guidance.
Intangible assets with definite lives are amortized over their estimated useful lives and are
also reviewed for impairment if events or changes in circumstances indicate that their carrying
amount may not be realizable. We have no intangibles with indefinite lives other than goodwill.
Inherent in valuation determinations related to goodwill and other intangible assets are
significant judgments and estimates, including assumptions about our future revenue, profitability
and cash flows, our operational plans, current economic indicators and market valuations. To the
extent these assumptions are incorrect or there are declines in our business outlook, impairment
charges may be recorded in future periods.
Insurance and Claim Accruals
The insurance and claim accruals are based on known facts, actuarial estimates and historical
trends. We are partially self-insured for individual workers compensation, vehicle and general
liability, and health insurance claims. To mitigate a portion of these risks, we maintain
commercial insurance for individual workers compensation and vehicle and general liability claims
exceeding $1,000. We also maintain commercial insurance for health insurance claims exceeding $500
per person on an annual basis. We determine the amount of our loss reserves and loss adjustment
expenses for self-insured claims based on analyses prepared quarterly that use both
company-specific and industry data, as well as general economic information. Our estimates for
insurance loss exposures require us to monitor and evaluate our insurance claims throughout their
life cycles. Using this data and our assumptions about the emerging trends, we estimate the size
of ultimate claims. Our most significant assumptions in forming our estimates include the trend in
loss costs, the expected consistency with prior year claims of the frequency and severity of claims
incurred but not yet reported, changes in the timing of the reporting of losses from the loss date
to the notification date, and expected costs to settle unpaid claims. We also monitor the
reasonableness of the judgments made in the prior years estimates and adjust current year
assumptions based on that analysis.
For the years ended June 30, 2011, 2010 and 2009, respectively, insurance and claims expense
was $32,322, $40,001 and $43,437 and was included in cost of operations and general and
administrative expenses in the consolidated statements of operations.
Collective Bargaining Agreements
With the acquisition of Klondyke Construction LLC (Klondyke) (Note 3), we are now party to
various collective bargaining agreements with various unions representing craftworkers performing
field construction operations (approximately 1% of our employees as of June 30, 2011). The
agreements require Klondyke to pay specified wages and provide certain benefits to their union
employees, including contributions to certain multi-employer pension plans and employee benefit
trusts. Employer contributions to union employee benefit plans totaled approximately $722 for the
year ended June 30, 2011. The collective bargaining agreements expire at various times and have
typically been renegotiated and renewed on terms that are similar to the ones contained in the
expiring agreements.
Stock-Based Compensation
Share-based payments are recognized in the consolidated financial statements based on their
grant date fair values. Share-based compensation expense is recognized over the period the
recipient is required to perform the services in exchange for the award (presumptively the vesting
period). We value awards with graded vesting as single awards and recognize the related
compensation expense using a straight-line attribution method. U.S. GAAP requires that excess tax
benefits be reported as financing cash inflows, rather than as a reduction of taxes paid, which is
included within operating cash flows.
56
Advertising and Promotion Costs
We expense advertising and promotion costs as incurred and these costs are included as a
component of general and administrative expenses. Advertising and promotion costs for the years
ended June 30, 2011, 2010 and 2009 were $951, $1,180 and $1,184, respectively.
Earnings Per Share
Basic earnings per share is computed by dividing net income or loss by the weighted-average
number of common shares outstanding during the period. Diluted earnings per share is computed by
dividing net income or loss by the weighted-average number of common shares outstanding during the
period and potentially dilutive common stock equivalents. Potential common stock equivalents that
have been issued by us relate to both outstanding stock options and restricted stock awards and are
determined using the treasury stock method.
Deferred Loan Costs
Deferred loan costs are being amortized over the term of the related debt using the
effective-interest method. Accumulated amortization was $14,909 and $12,902 at June 30, 2011 and
2010, respectively. Amortization expense was $2,007, $1,800 and $809 for the years ended June 30,
2011, 2010 and 2009, respectively. Approximately $149 and $209 of the amortization expense for
fiscal 2011 and 2010, respectively, is related to unamortized loan costs written off due to term
loan prepayments (See Note 7). We had no term loan prepayments during fiscal 2009.
Derivative Instruments
We use certain derivative instruments to enhance our ability to manage risk relating to diesel
fuel and interest rate exposure. Our use of derivative instruments is currently limited to
interest rate swaps and diesel fuel swaps. These instruments are generally structured as hedges of
forecasted transactions or the variability of cash flows to be paid related to a recognized asset
or liability (cash flow hedges). We do not enter into derivative instruments for trading or
speculative purposes. However, we have entered into diesel fuel swaps to economically hedge future
purchases of diesel fuel, for which we have not applied hedge accounting. All derivatives are
recognized on the balance sheet at fair value. For those derivative instruments for which we
intend to elect hedge accounting, on the date the derivative contract is entered into, we document
all relationships between hedging instruments and hedged items, as well as our risk-management
objective and strategy for undertaking the various hedge transactions. This process includes
linking all derivatives designated as cash flow hedges to specific assets and liabilities on the
consolidated balance sheet or to specific forecasted transactions. We also formally assess, both
at the hedges inception and on an ongoing basis, whether the derivatives used in hedging
transactions are highly effective in offsetting changes in cash flows of hedged items.
Changes in the fair value of derivatives that are highly effective, and are designated and
qualify as cash flow hedges are recorded in other comprehensive income (loss) until earnings are
affected by the variability in cash flows of the designated hedged item. Any changes in the fair
value of a derivative where hedge accounting has not been elected or where there is ineffectiveness
are recognized immediately in earnings. Cash flows related to derivatives are included in
operating activities. See Note 8 for additional information.
Income Taxes
The liability method is used in accounting for income taxes. Under this method, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to the
differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the results of operations in the period that includes the enactment
date.
57
Recent Accounting Pronouncements
Presentation of Comprehensive Income
In June 2011, the Financial Accounting Standards Board (FASB) amended its guidance on the
presentation of comprehensive income. Under the amended guidance, an entity has the option to
present comprehensive income in either one continuous statement or two consecutive financial
statements. A single statement must present the components of net income and total net income, the
components of other comprehensive income and total other comprehensive income, and a total for
comprehensive income. In a two-statement approach, an entity must present the components of net
income and total net income in the first statement. That statement must be immediately followed by
a financial statement that presents the components of other comprehensive income, a total for other
comprehensive income, and a total for comprehensive income. The option under current guidance that
permits the presentation of components of other comprehensive income as part of the statement of
changes in stockholders equity has been eliminated. The amendment becomes effective
retrospectively for the Companys interim period ending September 30, 2012. Early adoption is
permitted. The Company does not expect that this guidance will have an impact on its financial
position, results of operations or cash flows as it is disclosure-only in nature.
Accounting for Goodwill and Intangible Assets
In December 2010, the FASB amended its guidance on goodwill and other intangible assets. The
amendment modifies Step 1 of the goodwill impairment test for reporting units with zero or negative
carrying amounts. For those reporting units, an entity is required to perform Step 2 of the
goodwill impairment test if there are qualitative factors indicating that it is more likely than
not that a goodwill impairment exists. The qualitative factors are consistent with the existing
guidance which requires goodwill of a reporting unit to be tested for impairment between annual
tests if an event occurs or circumstances change that would more likely than not reduce the fair
value of a reporting unit below its carrying amount. This amendment was effective for the Companys
interim period ended September 30, 2011. The amendment did not have an impact on the Companys
financial position, results of operations or cash flows as we do not have any reporting units with
zero or negative carrying amounts.
Accounting for Business Combinations
In December 2010, the FASB issued an accounting standards update for business combinations.
This standards update specifies that if a public entity presents comparative financial statements,
the entity should disclose revenue and earnings of the combined entity as though the business
combination(s) that occurred during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. The amendments also expand the supplemental pro
forma disclosures to include a description of the nature and amount of material, nonrecurring pro
forma adjustments directly attributable to the business combination included in the reported pro
forma revenue and earnings. The amendments are effective prospectively for business combinations
for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2010 (July 1, 2011 for Pike). Early adoption is permitted. The
adoption of this new guidance is not expected to have a significant impact on our consolidated
financial statements.
Disclosures for Fair Value Measurements
In May 2011, the FASB amended its guidance to converge fair value measurement and disclosure
guidance about fair value measurement under U.S. GAAP with International Financial Reporting
Standards (IFRS). IFRS is a comprehensive series of accounting standards published by the
International Accounting Standards Board. The amendment changes the wording used to describe many
of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair
value measurements. For many of the requirements, the FASB does not intend for the amendment to
result in a change in the application of the requirements in the current authoritative guidance.
The amendment becomes effective prospectively for the Companys interim period ending September 30,
2012. Early application is not permitted. The Company does not expect the amendment to have a
material impact on its financial position, results of operations or cash flows.
58
In January 2010, the FASB issued authoritative guidance for fair value measurements. This
guidance now requires a reporting entity to disclose separately the amounts of significant
transfers in and out of Level 1 and Level
2 fair value measurements and also to describe the reasons for these transfers. This
authoritative guidance also requires enhanced disclosure of activity in Level 3 fair value
measurements. The guidance for Level 1 and Level 2 fair value measurements was effective for the
Companys interim reporting period ended March 31, 2010. The implementation did not have an impact
on the Companys financial position, results of operations or cash flows as it is disclosure-only
in nature. The guidance for Level 3 fair value measurements disclosures becomes effective for the
Companys interim reporting period ending September 30, 2011 and the Company does not expect that
this guidance will have an impact on its financial position, results of operations or cash flows as
it is disclosure-only in nature.
3. Acquisitions
Klondyke
On June 30, 2010, we acquired Klondyke based in Phoenix, AZ, for a price of $17,000 ($15,157
net of cash acquired), plus the assumption of certain operating liabilities. Klondyke provides
substation and transmission construction and maintenance services. Klondyke also constructs
renewable energy generation facilities and provides civil related services. Klondykes range of
construction services complements our Western U.S. engineering capabilities and enables the
continued expansion of our turnkey EPC (engineering, procurement and construction) services.
We completed our analysis of the valuation of the acquired assets and liabilities of Klondyke
during the quarter ended December 31, 2010. The purchase price of $17,000 has been allocated to
the assets acquired and liabilities assumed at the effective date of the acquisition based on
estimated fair values as follows: $6,023 of tangible net assets and $6,300 in identifiable
intangible assets, resulting in goodwill of approximately $4,677. The
intangible assets recognized are attributable to customer
relationships totaling $4,100, non-compete agreements with the seller
totaling $1,600, and a trademark totaling $600 and are being
amortized over fifteen, three and five years, respectively. All changes in goodwill for the
year ended June 30, 2011 are related to purchase price allocation adjustments for Klondyke. The
goodwill recognized is attributable primarily to expected synergies and the assembled workforce,
and is expected to be amortizable for tax purposes.
The financial results of the operations of Klondyke have been included in our consolidated
financial statements since the date of the acquisition. The following unaudited pro forma
condensed statement of income data gives effect to the acquisition of Klondyke as if it had
occurred on July 1, 2009. The pro forma results are not necessarily indicative of what actually
would have occurred had the acquisition been in effect for the periods presented.
|
|
|
|
|
|
|
Year ended |
|
|
|
June 30, |
|
|
|
2010 |
|
Revenues |
|
$ |
533,367 |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(13,593 |
) |
|
|
|
|
|
|
|
|
|
Basic loss per common share |
|
$ |
(0.41 |
) |
|
|
|
|
|
|
|
|
|
Diluted loss per common share |
|
$ |
(0.41 |
) |
|
|
|
|
59
Facilities Planning & Siting
On June 30, 2009, we acquired the assets of Facilities Planning & Siting, PLLC (FPS). FPSs
civil engineers, Geographic Information Systems analysts, landscape architects and
environmental experts, develop site plans for utilities, cooperatives and municipalities. The
purchase price of approximately $2,384, including transaction costs, has been allocated to the
assets acquired and liabilities assumed at the effective date of the acquisition based on estimated
fair values as follows: $108 of tangible assets and $876 in identifiable intangible assets,
resulting in goodwill of approximately $1,400. Approximately $1,100 of the goodwill is amortizable
for tax purposes.
Energy Delivery Services
On September 1, 2008, we acquired substantially all of the assets of Shaw Energy Delivery
Services, Inc. (EDS) for $22,632 in cash, including transaction costs, plus the assumption of
certain operating liabilities. This acquisition enabled Pike to expand its operations into
engineering, design, procurement and construction management services and expand its geographic
presence through engineering offices in the Southwest, Pacific Northwest, Northeast and
Mid-Atlantic markets. In addition, the acquisition added talented workforce and equipment for
transmission projects up to 345 kV with substation construction and engineering capabilities up to
500kV and an operational team focused on renewable energy projects.
The purchase price to acquire EDS, including transaction costs, has been allocated to the
assets acquired and liabilities assumed at the effective date of the acquisition based on estimated
fair values, as summarized in the following table.
|
|
|
|
|
Current assets |
|
$ |
18,629 |
|
Property and equipment |
|
|
6,297 |
|
Customer relationships |
|
|
2,800 |
|
Non-compete agreements |
|
|
700 |
|
Deferred tax asset |
|
|
2,855 |
|
Goodwill |
|
|
10,321 |
|
|
|
|
|
Total assets acquired |
|
|
41,602 |
|
Current liabilities |
|
|
(16,103 |
) |
Non-current liabilities |
|
|
(2,867 |
) |
|
|
|
|
Total liabilities assumed |
|
|
(18,970 |
) |
|
|
|
|
Net assets |
|
$ |
22,632 |
|
|
|
|
|
The intangible asset related to customer relationships is being amortized over eight years.
Intangible assets related to non-compete agreements with the seller and certain employees are being
amortized over a weighted-average useful life of two years. Approximately $5,700 of the goodwill
is amortizable for tax purposes.
60
The financial results of the operations of EDS have been included in our consolidated
financial statements since the date of the acquisition. The following unaudited pro forma
statement of operations data gives effect to the acquisition of EDS as if it had occurred at the
beginning of each period presented. The pro forma results are not necessarily indicative of what
actually would have occurred had the acquisition been in effect for the periods presented.
|
|
|
|
|
|
|
Year ended |
|
|
|
June 30, |
|
|
|
2009 |
|
Revenues |
|
$ |
631,524 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
31,124 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
0.94 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share |
|
$ |
0.92 |
|
|
|
|
|
4. Restructuring Expenses
During the second quarter of fiscal 2010, we initiated plans to implement cost restructuring
measures in our distribution operations and support services. The cost restructuring initiatives
included reductions in headcount, pay levels and employee benefits in distribution operations and
support services, and the disposition of excess fleet assets. We made these changes in order to
improve our efficiency and to attempt to align our costs with the current operating environment.
We recorded a pre-tax restructuring charge related to these measures of $8,945 comprised of
$1,007 for severance and other termination benefits and a $7,938 non-cash writedown of fleet and
other fixed assets to be disposed. The following table summarizes the restructuring activity
during the year ended June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-Time |
|
|
|
|
|
|
|
|
|
Employee |
|
|
|
|
|
|
|
|
|
Termination |
|
|
Fixed Asset |
|
|
|
|
Description |
|
Benefits |
|
|
Writedowns |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued restructuring balance as of
June 30, 2009 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Costs incurred and charged
to expense |
|
|
1,007 |
|
|
|
7,938 |
|
|
|
8,945 |
|
Cash payments |
|
|
(1,007 |
) |
|
|
|
|
|
|
(1,007 |
) |
Non-cash settlement |
|
|
|
|
|
|
(7,938 |
) |
|
|
(7,938 |
) |
|
|
|
|
|
|
|
|
|
|
Accrued restructuring balance as of
June 30, 2010 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2010 we had received $4,351 in proceeds from the sale of assets written down in
connection with the restructuring. The carrying value of the remaining assets to be disposed of in
connection with the restructuring was $776 at June 30, 2010 and was included within prepaid
expenses and other in the condensed consolidated balance sheets. We completed the disposition of
substantially all of the remaining assets during 2011.
All cost restructuring measures in our distribution operations and support services were
complete in 2010. Therefore, no activity was recorded during 2011.
61
5. Property and Equipment
Property and equipment is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful |
|
June 30, |
|
|
|
Lives in Years |
|
2011 |
|
|
2010 |
|
Land |
|
|
|
$ |
2,971 |
|
|
$ |
2,971 |
|
Buildings |
|
15-39 |
|
|
26,783 |
|
|
|
26,716 |
|
Vehicles |
|
5-12 |
|
|
229,208 |
|
|
|
229,034 |
|
Machinery and equipment |
|
3-19 |
|
|
78,731 |
|
|
|
77,219 |
|
Office equipment, furniture
and software |
|
3-7 |
|
|
27,862 |
|
|
|
25,784 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
365,555 |
|
|
|
361,724 |
|
Less: accumulated depreciation |
|
|
|
|
(187,873 |
) |
|
|
(166,839 |
) |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
$ |
177,682 |
|
|
$ |
194,885 |
|
|
|
|
|
|
|
|
|
|
Depreciation expense for the years ended June 30, 2011, 2010, and 2009 was $33,559,
$31,383, and $32,939, respectively.
Expenses for maintenance and repairs of property and equipment were $28,583, $27,883, and
$34,609 for the years ended June 30, 2011, 2010, and 2009, respectively.
Amounts reported as loss on sale and impairment of property and equipment relate primarily to
the sale of aging, damaged or excess fleet equipment. Assets held for sale are recorded at the
lower of carrying value or fair value, less selling costs. Fair value for this purpose is
generally determined based on prices in the used equipment market. The carrying value of assets
held for sale was $168 and $898 at June 30, 2011 and 2010, respectively, and is included in prepaid
expenses and other in the consolidated balance sheets. Substantially all of the assets held for
sale at June 30, 2011 are expected to be sold in the next twelve months.
6. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for fiscal year 2010 and 2011 are as follows:
|
|
|
|
|
|
|
Amount |
|
Goodwill at June 30, 2009 |
|
$ |
106,865 |
|
Acquisition of Klondyke and acquisition
adjustments related to FPS |
|
|
7,913 |
|
|
|
|
|
Goodwill at June 30, 2010 |
|
$ |
114,778 |
|
|
|
|
|
Acquisition adjustments related to
Klondyke |
|
|
(3,885 |
) |
|
|
|
|
Goodwill at June 30, 2011 |
|
$ |
110,893 |
|
|
|
|
|
We have recorded no impairment losses related to goodwill and have no intangibles with
indefinite lives other than goodwill.
62
Other amortizable intangible assets are comprised of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer |
|
|
Customer |
|
|
Non-Compete |
|
|
|
|
|
|
|
|
|
Relationships |
|
|
Arrangements |
|
|
Agreements |
|
|
Trademarks |
|
|
Total |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross carrying value |
|
$ |
50,706 |
|
|
$ |
48,106 |
|
|
$ |
6,990 |
|
|
$ |
6,990 |
|
|
$ |
8,090 |
|
|
$ |
6,990 |
|
|
$ |
600 |
|
|
$ |
|
|
|
$ |
66,386 |
|
|
$ |
62,086 |
|
Accumulated amortization |
|
|
(15,219 |
) |
|
|
(12,160 |
) |
|
|
(6,990 |
) |
|
|
(6,990 |
) |
|
|
(5,704 |
) |
|
|
(4,409 |
) |
|
|
(120 |
) |
|
|
|
|
|
|
(28,033 |
) |
|
|
(23,559 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net intangible assets |
|
$ |
35,487 |
|
|
$ |
35,946 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,386 |
|
|
$ |
2,581 |
|
|
$ |
480 |
|
|
$ |
|
|
|
$ |
38,353 |
|
|
$ |
38,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense related to intangible assets for the years ended June 30, 2011, 2010,
and 2009 was $4,474, $4,289, and $3,625, respectively.
Estimated future amortization expense related to intangible assets is as follows:
|
|
|
|
|
Years Ended June 30, |
|
Amount |
|
2012 |
|
$ |
3,934 |
|
2013 |
|
|
3,995 |
|
2014 |
|
|
2,798 |
|
2015 |
|
|
2,688 |
|
2016 |
|
|
2,447 |
|
Thereafter |
|
|
22,491 |
|
|
|
|
|
Total |
|
$ |
38,353 |
|
|
|
|
|
7. Debt
Debt consisted of the following at June 30, 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
Revolving credit facility |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Long-term debt: |
|
|
|
|
|
|
|
|
$300 million term loan |
|
$ |
63,088 |
|
|
$ |
72,966 |
|
$150 million term loan |
|
|
35,912 |
|
|
|
41,534 |
|
|
|
|
|
|
|
|
|
|
|
99,000 |
|
|
|
114,500 |
|
Less: current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
$ |
99,000 |
|
|
$ |
114,500 |
|
|
|
|
|
|
|
|
On July 29, 2009, we entered into an amended and restated secured bank credit agreement (Restated
Credit Agreement) that replaced our prior credit facility (Original Credit Facility). The
Restated Credit Agreement: (i) extended the maturity of the revolving facility from July 1, 2010 to
July 1, 2012; (ii) increased availability under the revolving facility from $90,000 to $115,000;
(iii) increased the interest rate on the revolving facility by 2.0%; (iv) increased the aggregate
dollar limits on our ability to invest in joint ventures, transfer assets to foreign subsidiaries,
make earn-out payments, use unsecured debt, lease equipment, repurchase debt, pay dividends and
repurchase equity; and (v) increased the letter of credit limit from $50,000 to $90,000, with the
addition of an additional $25,000 cash collateralized letter of credit facility at our option. The
financial covenants in the credit facility remained unchanged in the Restated Credit Agreement.
63
On August 30, 2010, we entered into an amendment to the Restated Credit Agreement, which:
(i) amended the required leverage ratio to be no more than 3.75 to 1.00 for the fiscal quarters
ending June 30, 2010 through March 31, 2011 and 3.25 to 1.00 for the fiscal quarter ending June 30,
2011 and thereafter; (ii) waived non-compliance with the leverage ratio covenant prior to giving
effect to the foregoing amendment with regard to the quarter ending June 30, 2010; and (iii) added
Qualified Remedial Expenses (as defined in the first amendment) into the calculation of
Consolidated EBITDA in the restated credit agreement. The Qualified Remedial Expenses are
primarily related to a fiscal 2010 environmental matter, which has been settled, and for which
expenses of $3,272 are included in costs of operations for the year ended June 30, 2010.
We paid and capitalized $3,842 of fees related to the Restated Credit Agreement that are being
amortized on a straight-line basis as part of interest expense over the remaining term of the
revolving facility. During the three months ended September 30, 2009, we immediately recognized
expense for $112 in deferred loan costs associated with the Original Credit Facility, which was
related to costs assigned to parties not involved in the amended revolving facility. In addition
to the fees to be amortized related to our revolving credit facility, we continue to amortize, over
the remaining term of the related debt using the effective-interest method, $13,071 in deferred
loan costs related to the Original Credit Facility. At June 30, 2011 and 2010, accumulated
amortization related to all deferred loan costs was $14,909 and $12,902, respectively.
In addition to the revolving facility, the Restated Credit Agreement includes a $300,000
term loan due July 1, 2012 and a $150,000 term loan due December 10, 2012, of which we had $99,000 and
$114,500 outstanding at June 30, 2011 and 2010, respectively. The Restated Credit Agreement is
secured by substantially all of our assets and contains a number of affirmative and restrictive
covenants, including limitations on mergers, consolidations and dissolutions, sales of assets,
investments and acquisitions, indebtedness, liens and restricted payments, and a requirement to
maintain certain financial ratios. Pursuant to the terms of the Restated Credit Agreement, we may
prepay any loans under the agreement in whole or in part without penalty.
The term loans bear interest at a variable rate at our option of either (a) the Alternate Base
Rate, defined as the greater of the Prime Rate or the Federal Funds Effective Rate plus 0.50%, plus
a margin ranging from 0.50% to 0.75% or (b) LIBOR plus a margin ranging from 1.50% to 1.75%. The
margins are applied based on our leverage ratio, which is computed quarterly. At June 30, 2011,
the LIBOR margin was 1.50%. At June 30, 2011, our interest rate for both term loans was 1.69%.
Advances made under the revolving facility bear interest at a variable rate at our election of
either (a) the Alternate Base Rate as defined, plus a margin ranging from 2.50% to 3.00% or (b)
LIBOR plus a margin ranging from 3.50% to 4.00%. The margins are applied based on our leverage
ratio, which is computed quarterly. At June 30, 2011, the LIBOR margin was 3.50%. The borrowing
availability under the revolving credit facility was $89,426 as of June 30, 2011 (after giving
effect to outstanding standby letters of credit of $25,574). This borrowing availability is
subject to, and potentially limited by, our compliance with the covenants of the Restated Credit
Agreement, as amended. We are subject to a commitment fee of 0.75% and letter of credit fees
between 3.75% and 4.25% based on our leverage ratio.
On August 24, 2011, we entered into a new $200,000 revolving credit facility that replaced our
prior credit facility. Our new revolving credit facility matures in August 2015. We paid off
outstanding term loans and borrowings on the revolver of our old senior credit facility upon
entering into our new revolving credit facility. The obligations under our new revolving credit
facility are unconditionally guaranteed by us and each of our existing and subsequently acquired or
organized domestic and first-tier foreign subsidiaries and secured on a first-priority basis by
security interests (subject to permitted liens) in substantially all assets owned by us and each of
our subsidiaries, subject to limited exceptions.
Borrowings under the new revolving credit facility bear interest at a variable rate at our
option of either (a) the Base Rate, defined as the greater of the Prime Rate, the Federal Funds
Effective Rate plus 0.50% or LIBOR plus 1.0%, plus a margin ranging from 0.50% to 1.5% or (b) LIBOR
plus a margin ranging from 2.00% to 3.00%. The margins are applied based on our leverage ratio,
which is computed quarterly. We are subject to a commitment fee of 0.5% and letter of credit fees
between 2.00% and 3.00% based on our leverage ratio. We are also subject to letter of credit
fronting fees of 0.125% per annum for amounts available to be withdrawn. Total costs associated
with the new revolving credit facility are approximately $1,800 including the
commitment fee, which will be capitalized and amortized over the term of the debt using the
effective interest method.
64
Our new revolving credit facility contains a number of other affirmative and restrictive
covenants including limitations on dissolutions, sales of assets, investments, and indebtedness and
liens. The credit facility also requires us to maintain: (i) a leverage ratio, which is the ratio
of total debt to adjusted EBITDA (as defined in our senior credit facility; measured on a trailing
four-quarter basis), of no more than 3.75 to 1.0 as of the last day of each fiscal quarter,
declining to 3.50 on June 30, 2012 and declining to 3.00 on
June 30, 2013 and thereafter, and (ii)
a consolidated fixed charge coverage ratio (as defined in the revolving credit facility),of at
least 1.25 to 1.0. We wrote-off approximately $1,700 of unamortized deferred loan costs as
additional interest expense in August 2011 related to the old credit facility in connection with
its termination at such time.
Effective May 2010, we entered into an interest rate swap agreement (the May 2010 Swap) with
a notional amount of $20,000. The May 2010 Swap has an effective date of May 13, 2010 and will
expire on May 13, 2012. Under the May 2010 Swap, we paid a fixed rate of 1.1375% and received a
rate equivalent to the thirty-day LIBOR, adjusted monthly.
Effective June 2010, we entered into an interest rate swap agreement (the June 2010 Swap)
with a notional amount of $20,000. The June 2010 Swap has an effective date of June 19, 2010 and
will expire on June 19, 2012. Under the June 2010 Swap, we paid a fixed rate of 1.0525% and
received a rate equivalent to the thirty-day LIBOR, adjusted monthly.
Cash paid for interest expense totaled $4,232, $6,223, and $7,982 for the years ended June 30,
2011, 2010, and 2009, respectively. Interest costs capitalized for the year ended June 30, 2011,
2010 and 2009 were $23, $259, and $232, respectively.
8. Derivative Instruments and Hedging Activities
All derivative instruments are recorded on the consolidated balance sheets at their respective
fair values. Changes in fair value are recognized either in income or other comprehensive income
(loss) (OCI), depending on whether the transaction qualifies for hedge accounting and, if so, the
nature of the underlying exposure being hedged and how effective the derivatives are at offsetting
price movements in the underlying exposure. The effective portions recorded in OCI are recognized
in the statement of operations when the hedged item affects earnings.
We have used certain derivative instruments to enhance our ability to manage risk relating to
diesel fuel and interest rate exposure. Derivative instruments are not entered into for trading or
speculative purposes. We document all relationships between derivative instruments and related
items, as well as our risk-management objectives and strategies for undertaking various derivative
transactions.
Interest Rate Risk
We are exposed to market risk related to changes in interest rates on borrowings under our
senior credit facility, which bears interest based on LIBOR, plus an applicable margin dependent
upon our total leverage ratio. We use derivative financial instruments to manage exposure to
fluctuations in interest rates on our senior credit facility.
Effective December 2007, we entered into two interest rate swap agreements (the 2007 Swaps)
with a total notional amount of $100,000 to help manage a portion of our interest risk related to
our floating-rate debt interest risk. The 2007 Swaps expired in December 2009. Under both 2007
Swap agreements, we paid a fixed rate of 3.99% and received a rate equivalent to the thirty-day
LIBOR, adjusted monthly. The 2007 swaps qualified for hedge accounting and were designated as cash
flow hedges. There was no hedge ineffectiveness for the 2007 Swaps for the fiscal year ended June
30, 2009.
Effective May 2010, we entered into an interest rate swap agreement (the May 2010 Swap) with
a notional amount of $20,000 to help manage a portion of our interest risk related to our
floating-rate debt interest risk. The May 2010 Swap will expire in May 2012. Under the May 2010
Swap agreement, we paid a fixed rate of 1.1375% and received a rate equivalent to the thirty-day
LIBOR, adjusted monthly. The May 2010 swap qualified for hedge accounting and was designated as a
cash flow hedge. There was no hedge ineffectiveness for the May 2010 Swap for the fiscal years
ended June 30, 2011 or 2010.
65
Effective June 2010, we entered into an interest rate swap agreement (the June 2010 Swap)
with a notional amount of $20,000 to help manage a portion of our interest risk related to our
floating-rate debt interest risk. The June 2010 Swap will expire in June 2012. Under the June
2010 Swap agreement, we paid a fixed rate of 1.0525% and received a rate equivalent to the
thirty-day LIBOR, adjusted monthly. The June 2010 swap qualified for hedge accounting and was
designated as a cash flow hedge. There was no hedge ineffectiveness for the June 2010 Swap for the
fiscal years ended June 30, 2011 or 2010.
The net derivative income (loss) recorded in OCI will be reclassified into earnings over the
term of the underlying cash flow hedge. The amount that will be reclassified into earnings will
vary depending upon the movement of the underlying interest rates. As interest rates decrease, the
charge to earnings will increase. Conversely, as interest rates increase, the charge to earnings
will decrease.
Diesel Fuel Risk
We have a large fleet of vehicles and equipment that primarily uses diesel fuel. As a result,
we have market risk for changes in diesel fuel prices. If diesel prices rise, our gross profit and
operating income (loss) could be negatively affected due to additional costs that may not be fully
recovered through increases in prices to customers.
We periodically enter into diesel fuel swaps to decrease our price volatility. As of June 30,
2011, we had hedged approximately 56% of our next 12 months of projected diesel fuel purchases at
prices ranging from $3.00 to $3.99 per gallon. We are not currently utilizing hedge accounting for
any active diesel fuel derivatives.
Balance Sheet and Statement of Operations Information
The fair value of derivatives at June 30, 2011 and 2010 is summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives |
|
|
Liability Derivatives |
|
|
|
|
|
Fair Value |
|
|
Fair Value |
|
|
Fair Value |
|
|
Fair Value |
|
|
|
|
|
at June 30, |
|
|
at June 30, |
|
|
at June 30, |
|
|
at June 30, |
|
|
|
Balance Sheet Location |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Derivatives designated as hedging
instruments under U.S. GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
Accrued expenses and other |
|
$ |
|
|
|
$ |
|
|
|
$ |
291 |
|
|
$ |
245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives designated as
hedging instruments under U.S. GAAP |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
291 |
|
|
$ |
245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging
instruments under U.S. GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diesel fuel swaps (gross) (1) |
|
Prepaid expenses and other |
|
$ |
888 |
|
|
$ |
169 |
|
|
$ |
|
|
|
$ |
|
|
Diesel fuel swaps (gross) (1) |
|
Accrued expenses and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives not designated as
hedging instruments under U.S. GAAP |
|
|
|
$ |
888 |
|
|
$ |
169 |
|
|
$ |
|
|
|
$ |
166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives |
|
|
|
$ |
888 |
|
|
$ |
169 |
|
|
$ |
291 |
|
|
$ |
411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The fair values of asset and liability derivatives with the same counterparty are netted
on the balance sheet. |
66
The effects of derivative instruments, net of tax, on the consolidated statements of
operations for the fiscal years ended June 30, 2011 and 2010 are summarized in the following
tables:
Derivatives designated as cash flow hedging instruments under U.S. GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of Gain (Loss) |
|
Amount of Gain (Loss) |
|
|
|
Amount of Gain (Loss) |
|
|
Reclassified from |
|
Reclassified from |
|
|
|
Recognized in OCI |
|
|
Accumulated OCI into |
|
Accumulated OCI into |
|
For the Year Ended June 30, |
|
(Effective Portion) |
|
|
Income (Loss) |
|
Income (Loss) |
|
|
|
2011 |
|
|
2010 |
|
|
|
|
2011 |
|
|
2010 |
|
Interest rate swaps |
|
$ |
(36 |
) |
|
$ |
967 |
|
|
Interest expense |
|
$ |
(206 |
) |
|
$ |
(1,077 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
(36 |
) |
|
$ |
967 |
|
|
|
|
$ |
(206 |
) |
|
$ |
(1,077 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as cash flow hedging instruments under U.S. GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of Gain |
|
|
|
|
|
(Loss) Recognized |
|
Amount of Gain (Loss) |
|
For the Year Ended June 30, |
|
in Income (Loss) |
|
Recognized in Income (Loss) |
|
|
|
|
|
2011 |
|
|
2010 |
|
Diesel fuel swaps |
|
Cost of operations |
|
$ |
884 |
|
|
$ |
317 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
884 |
|
|
$ |
317 |
|
|
|
|
|
|
|
|
|
|
During the years ended June 30, 2011, 2010, and 2009, we had no cash flow hedge
ineffectiveness.
For
the years ended June 30, 2011, 2010, and 2009, there were no reclassifications to
earnings due to hedged firm commitments no longer deemed probable or due to hedged forecasted
transactions that had not occurred by the end of the originally specified time period.
Accumulated OCI
For the interest rate swaps, the following table summarizes the net derivative gains or
losses, net of taxes, deferred into accumulated OCI and reclassified to income (loss) for the
periods indicated below.
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended |
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
Net accumulated derivative loss deferred
at beginning of period |
|
$ |
(142 |
) |
|
$ |
(1,109 |
) |
Deferral of net derivative loss in accumulated
other
comprehensive loss |
|
|
(242 |
) |
|
|
(110 |
) |
Reclassification of net derivative loss against
income |
|
|
206 |
|
|
|
1,077 |
|
|
|
|
|
|
|
|
Net accumulated derivative loss deferred at
end of period |
|
$ |
(178 |
) |
|
$ |
(142 |
) |
|
|
|
|
|
|
|
At June 30, 2011 and June 30, 2010, accumulated OCI associated with interest rate swaps
qualifying for hedge accounting treatment was ($178) and ($142), respectively, net of income tax
effects. At June 30, 2011 and 2010, there was no accumulated OCI associated with diesel fuel swaps
as we are not utilizing hedge accounting for any such swaps.
The estimated net amount of the existing losses in OCI at June 30, 2011 expected to be
reclassified into net income (loss) over the next twelve months is approximately $150. This amount
was computed using the fair value of the cash flow hedges at June 30, 2011 and will differ from
actual reclassifications from OCI to net income (loss) during the next twelve months.
67
9. Comprehensive Income (Loss)
The components of comprehensive income (loss) were as follows for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Net income (loss) |
|
$ |
1,401 |
|
|
$ |
(13,459 |
) |
Change in fair value of interest rate cash
flow hedges,
net of income taxes of ($23) and $615,
respectively |
|
|
(36 |
) |
|
|
967 |
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
1,365 |
|
|
$ |
(12,492 |
) |
|
|
|
|
|
|
|
10. Fair Value Measurements
Fair value rules currently apply to all financial assets and liabilities and for certain
nonfinancial assets and liabilities that are required to be recognized or disclosed at fair value.
For this purpose, fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date. Valuation techniques used to measure fair value must maximize the use of
observable inputs and minimize the use of unobservable inputs.
U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in
measuring fair value. These tiers include:
|
|
|
Level 1 Valuations based on quoted
prices in active markets for identical
instruments that we are able to access.
Since valuations are based on quoted prices
that are readily and regularly available in
an active market, valuation of these
products does not entail a significant
degree of judgment. |
|
|
|
|
Level 2 Valuations based on quoted
prices in active markets for instruments
that are similar, or quoted prices in
markets that are not active for identical
or similar instruments, and model-derived
valuations in which all significant inputs
and significant value drivers are
observable in active markets. |
|
|
|
|
Level 3 Valuations based on inputs
that are unobservable and significant to
the overall fair value measurement. |
As
of June 30, 2011 and 2010, we held certain items that are required to be measured at fair
value on a recurring basis. These included interest rate derivative instruments and diesel fuel
derivative instruments. Derivative instruments are used to hedge a portion of our diesel fuel
costs and our exposure to interest rate fluctuations. These derivative instruments currently
consist of swaps only. See Note 8 for further information on our derivative instruments and
hedging activities.
Our interest rate derivative instruments and diesel fuel derivative instruments consist of
over-the-counter contracts, which are not traded on a public exchange. The fair values for our
interest rate swaps and diesel fuel swaps are based on current settlement values and represent the
estimated amount we would have received or paid upon termination of these agreements. The fair
values are derived using pricing models that rely on market observable inputs such as yield curves
and commodity forward prices, and therefore are classified as Level 2. We also consider
counterparty credit risk in our determination of all estimated fair values. We have consistently
applied these valuation techniques in all periods presented.
68
At June 30, 2011 and June 30, 2010, the carrying amounts and fair values for our interest rate
swaps and diesel fuel swaps were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
June 30, 2011 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Asset: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diesel fuel swap agreements |
|
$ |
888 |
|
|
$ |
|
|
|
$ |
888 |
|
|
$ |
|
|
Liability: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap
agreements |
|
|
(291 |
) |
|
|
|
|
|
|
(291 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
597 |
|
|
$ |
|
|
|
$ |
597 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
June 30, 2010 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Asset: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diesel fuel swap agreements |
|
$ |
169 |
|
|
$ |
|
|
|
$ |
169 |
|
|
$ |
|
|
Liability: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diesel fuel swap agreements |
|
|
(166 |
) |
|
|
|
|
|
|
(166 |
) |
|
|
|
|
Interest rate swap
agreements |
|
|
(245 |
) |
|
|
|
|
|
|
(245 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(242 |
) |
|
$ |
|
|
|
$ |
(242 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable
approximate fair values due to the short-term nature of these instruments. The carrying value of
our debt approximates fair value based on the market-determined, variable interest rates.
Assets and liabilities that are measured at fair value on a nonrecurring basis include assets
held for sale and termination benefits to be paid in connection with our restructuring plans (Note
4). Assets held for sale are valued using Level 2 inputs, primarily observed prices for similar
assets in the used equipment market. Liabilities measured and recorded for termination benefits
are based on the estimated ultimate payment amounts, which approximate fair value as determined
using Level 3 inputs.
11. Income Taxes
Income tax expense consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Current |
|
$ |
1,389 |
|
|
$ |
(2,056 |
) |
|
$ |
19,023 |
|
Deferred |
|
|
174 |
|
|
|
(6,506 |
) |
|
|
(389 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,563 |
|
|
$ |
(8,562 |
) |
|
$ |
18,634 |
|
|
|
|
|
|
|
|
|
|
|
69
In assessing the value of deferred tax assets, the Company considers whether it is more
likely than not that some or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible. The Company considers the
availability of taxable income in carryback periods, the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in making this assessment.
Based upon these considerations, the Company provides a valuation allowance to reduce the carrying
value of certain of its deferred tax assets to their net expected realizable value, if applicable.
The Company has concluded that no valuation allowance is required for deferred tax assets at June
30, 2011 and June 30, 2010, respectively. Significant components of our deferred tax liabilities
and assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Tax over book depreciation |
|
$ |
(49,547 |
) |
|
$ |
(51,260 |
) |
Tax over book amortization |
|
|
(7,887 |
) |
|
|
(8,858 |
) |
Other |
|
|
(1,653 |
) |
|
|
(942 |
) |
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
(59,087 |
) |
|
|
(61,060 |
) |
|
|
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Deferred compensation |
|
|
2,381 |
|
|
|
2,283 |
|
Self-insurance accruals |
|
|
7,887 |
|
|
|
9,945 |
|
Accrued vacation |
|
|
2,399 |
|
|
|
2,109 |
|
Other |
|
|
8,210 |
|
|
|
9,079 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
20,877 |
|
|
|
23,416 |
|
|
|
|
|
|
|
|
Net deferred tax liabilities |
|
$ |
(38,210 |
) |
|
$ |
(37,644 |
) |
|
|
|
|
|
|
|
The differences between the income tax expense and the amounts computed by applying the
statutory federal income tax rate to earnings before income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Computed tax at federal statutory rate |
|
$ |
1,037 |
|
|
|
35.0 |
% |
|
$ |
(7,707 |
) |
|
|
-35.0 |
% |
|
$ |
17,571 |
|
|
|
35.0 |
% |
State income taxes, net of federal expense
(benefit) |
|
|
308 |
|
|
|
10.4 |
% |
|
|
(1,028 |
) |
|
|
-4.7 |
% |
|
|
1,799 |
|
|
|
3.6 |
% |
Other |
|
|
218 |
|
|
|
7.4 |
% |
|
|
173 |
|
|
|
0.8 |
% |
|
|
(736 |
) |
|
|
-1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income tax expense (benefit) |
|
$ |
1,563 |
|
|
|
52.8 |
% |
|
$ |
(8,562 |
) |
|
|
-38.9 |
% |
|
$ |
18,634 |
|
|
|
37.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes totaled $5,414, $556 and $20,203 for the years ended June 30,
2011, 2010 and 2009, respectively.
We have recorded a liability for unrecognized tax benefits related to tax positions taken on
various income tax returns. If recognized, the entire amount of unrecognized benefits would impact
our effective tax rate.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Beginning of year |
|
$ |
146 |
|
|
$ |
146 |
|
|
$ |
558 |
|
Increases related to tax positions taken in a prior period |
|
|
|
|
|
|
|
|
|
|
75 |
|
Decreases related to tax positions taken in a prior period |
|
|
|
|
|
|
|
|
|
|
(120 |
) |
Decreases relating to settlements with taxing authorities |
|
|
|
|
|
|
|
|
|
|
(367 |
) |
|
|
|
|
|
|
|
|
|
|
End of year |
|
$ |
146 |
|
|
$ |
146 |
|
|
$ |
146 |
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rates of 52.8% and (38.9%) for the years ended June 30, 2011 and
June, 2010, respectively, varied from the statutory federal income tax rate of 35% due to several
factors, including state income taxes, changes in permanent differences primarily related to
Internal Revenue Code Section 162(m) deduction limitations for compensation and meals and
entertainment for fiscal 2011, and the relative size of our consolidated income (loss) before
income taxes.
70
The Internal Revenue Service has completed its examination of our federal income tax returns
through the year ended June 30, 2007. With few exceptions, our state income tax returns are
subject to examination for the year ended June 30, 2006 and forward.
We have elected to recognize interest and penalties related to income tax matters in the
income tax provision. Interest and penalties were minor for all periods presented, and as of June
30, 2011 and 2010, there were no significant amounts accrued for interest or penalties related to
uncertain tax positions.
12. Employee Benefit Plans and Other Postretirement Benefits
We sponsor a defined contribution plan that covers all full-time employees who have completed
a minimum of two months of employment. Contributions relating to the defined contribution plan will
be made based upon the plans provisions. Additional amounts may be contributed at the option of
our board of directors. Our contributions were $1,898, $1,872, and $2,084 for the years ended June
30, 2011, 2010, and 2009, respectively.
We also maintain a postretirement plan that provides health benefits and certain other
benefits for certain retired officers who retire on or after age 55 with at least 10 years of
continuous service. We intend to maintain the insurance for all of the officers during their
eligible retirement years. We retain the right to modify or eliminate these benefits. The
liability for these benefits totaled $2,090 and $1,380 as of June 30, 2011 and 2010, respectively.
13. Stock-Based Compensation
Overview
In connection with our initial public offering, we adopted the 2005 Omnibus Compensation Plan
(the 2005 Plan) in July 2005. We adopted the 2008 Omnibus Compensation Plan (the 2008 Plan
and, together with the 2005 Plan, the Omnibus Plans) in fiscal year 2008 in anticipation of
future compensation-related equity awards. The Omnibus Plans authorize our Board of Directors to
grant various types of awards to directors, officers, employees and consultants, including stock
options intended to qualify as incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended, nonqualified stock options, stock appreciation rights, restricted stock
awards, restricted stock units, performance units, cash incentive awards, deferred share units and
other equity-based or equity-related awards. To date all equity awards under the Omnibus Plans
have consisted of nonqualified stock options, restricted stock and restricted stock units.
Subject to adjustment as provided below, the aggregate number of shares of common stock that
may be issued pursuant to awards granted under the 2005 Plan is 1,750, of which the maximum number
of shares that may be delivered pursuant to incentive stock options granted and restricted stock
awards is 500 and 450, respectively. Subject to adjustment as provided below, the aggregate number
of shares of common stock that may be issued pursuant to awards granted under the 2008 Plan is
2,500, of which the maximum number of shares that may be delivered pursuant to incentive stock
options granted and restricted stock awards is 500 and 500, respectively. We have a policy of
issuing new shares to satisfy option exercises.
Under both Omnibus Plans, the maximum number of shares of common stock with respect to which
awards may be granted to any eligible individual in any fiscal year is 600. If an award granted
under either Omnibus Plan is forfeited, or otherwise expires, terminates or is canceled without the
delivery of shares, then the shares covered by
the forfeited, expired, terminated or canceled award will again be available to be delivered
pursuant to awards under the applicable Omnibus Plan.
We also maintain two stock option plans that were adopted in 2002 (the 2002 Plans), under
which stock options were granted to key employees, officers and directors. Option grants under the
2002 Plans were at a price of no less than the fair market value of the underlying stock at the
date of grant, generally vest over a four-year period, and have a term of ten years. We do not
intend to make additional grants under the 2002 Plans.
71
We recorded non-cash expense related to our stock-based compensation plans of $4,102, $4,836,
and $3,437 for the years ended June 30, 2011, 2010, and 2009, respectively, all of which is included
in general and administrative expenses in the consolidated statements of operations. The total
income tax benefit associated with non-cash stock compensation expense was $1,602, $1,889, and $1,342
for the years ended June 30, 2011, 2010, and 2009, respectively. As of June 30, 2011, there
were 1,461 shares available for future issuance under our stock-based compensation plans.
Stock Options
For purposes of determining compensation expense for stock option awards, the fair value of
each option award is estimated on the date of grant using the Black-Scholes option pricing model.
The key assumptions used in the Black-Scholes model for options granted during fiscal 2011, 2010
and 2009 were as follows:
|
|
|
|
|
|
|
|
|
Years ended June 30, |
|
|
2011 |
|
2010 |
|
2009 |
Dividend yield |
|
|
|
|
|
|
Risk-free interest rate |
|
1.26% - 2.54% |
|
2.65% - 2.74% |
|
1.87% - 3.00% |
Expected volatility |
|
0.41 - 0.44 |
|
0.45 |
|
0.38 |
Expected life |
|
5.5 - 6.5 years |
|
6.0 - 6.5 years |
|
6.0 years |
The dividend yield assumption is based on our current intent not to issue dividends. The
risk-free interest rate is based on the U.S. Treasury rate for the expected life at the time of
grant. As of July 1, 2010, we began to use our historical volatility as a basis for our expected
volatility. Prior to that, we had limited trading history beginning July 27, 2005 and had based our
expected volatility on the average long-term historical volatilities of peer companies. We are
using the simplified method to calculate expected holding periods, which represents the period
of time that options granted are expected to be outstanding. We will continue to use this method
until we have sufficient historical exercise experience to give us confidence that our calculations
based on such experience will be reliable.
A summary of stock option activity for the year ended June 30, 2011, is presented as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
Options |
|
|
Price |
|
|
Life (years) |
|
|
Value |
|
Options outstanding, June 30, 2010 |
|
|
3,349 |
|
|
$ |
10.33 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(41 |
) |
|
$ |
4.90 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(122 |
) |
|
$ |
14.24 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
413 |
|
|
$ |
9.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding, June 30, 2011 |
|
|
3,599 |
|
|
$ |
10.14 |
|
|
|
4.9 |
|
|
$ |
5,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and expected to vest,
June 30, 2011 |
|
|
3,536 |
|
|
$ |
10.13 |
|
|
|
4.8 |
|
|
$ |
5,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, June 30, 2011 |
|
|
2,743 |
|
|
$ |
5.25 |
|
|
|
2.3 |
|
|
$ |
5,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of options granted during fiscal 2011, 2010,
and 2009 was $4.16, $5.33, and $4.19, respectively. The total intrinsic value of options exercised
during fiscal 2011, 2010, and 2009 was $206, $3, and $415,
respectively. The total fair value of shares vested during fiscal
2011, 2010, and 2009 was $4,249, $3,620, and $5,284, respectively.
As of June 30, 2011, there was $2,833 of unrecognized compensation expense related to
outstanding stock options which is expected to be recognized over a weighted-average period of 2.1
years.
Cash received from option exercises for the years ended June 30, 2011, 2010, and 2009 was $201,
$16, and $242, respectively. The actual tax benefit realized from option exercises totaled $81, $1,
and $225 for the years ended June 30, 2011, 2010, and 2009, respectively.
72
Other Stock-Based Compensation
A summary of restricted stock activity for the year ended June 30, 2011 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average Grant- |
|
|
|
Shares |
|
|
Date Fair Value |
|
Non-vested shares, June 30, 2010 |
|
|
537 |
|
|
$ |
12.62 |
|
Granted |
|
|
234 |
|
|
$ |
8.31 |
|
Vested |
|
|
(306 |
) |
|
$ |
12.64 |
|
Forfeited |
|
|
(11 |
) |
|
$ |
13.20 |
|
|
|
|
|
|
|
|
Non-vested shares, June 30, 2011 |
|
|
454 |
|
|
$ |
10.37 |
|
|
|
|
|
|
|
|
The fair value of restricted stock awards is estimated based on the average of our high
and low stock price on the date of grant, and, for the purposes of expense recognition, the total
new number of shares expected to vest is adjusted for estimated forfeitures. As of June 30, 2011,
there was $2,716 of unrecognized compensation expense related to non-vested restricted stock which
is expected to be recognized over a weighted-average period of 2.0 years. The total fair value of
shares vested during the years ended June 30, 2011, 2010, and 2009 was $2,590, $1,019, and $149,
respectively.
Employee Stock Purchase Plan
In September 2005, we adopted an Employee Stock Purchase Plan (the ESPP) that was approved
by stockholders in December 2005. Under the ESPP, shares of our common stock are purchased during
offerings commencing on January 1 of each year. The first offering period under the ESPP commenced
on January 1, 2006. Shares are purchased at three-month intervals at 95% of the fair market value
on the last trading day of each three-month purchase period. Employees may purchase shares having
a value not exceeding 20% of their annual compensation, or $25, whichever is less. During the
fiscal year ended June 30, 2011, employees purchased 57 shares at an average price of $8.05 per
share. During the fiscal year ended June 30, 2010, employees purchased 53 shares at an average
price of $9.41 per share. During the fiscal year ended June 30, 2009, employees purchased 51
shares at an average price of $11.10 per share. At June 30, 2011, there were 237 shares of common
stock reserved for future issuance under the ESPP.
14. Earnings (Loss) Per Share
The following table sets forth the calculations of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,401 |
|
|
$ |
(13,459 |
) |
|
$ |
31,569 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares |
|
|
33,399 |
|
|
|
33,132 |
|
|
|
33,023 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share |
|
$ |
0.04 |
|
|
$ |
(0.41 |
) |
|
$ |
0.96 |
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,401 |
|
|
$ |
(13,459 |
) |
|
$ |
31,569 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares |
|
|
33,399 |
|
|
|
33,132 |
|
|
|
33,023 |
|
Potential common stock arising from stock options and
restricted stock |
|
|
597 |
|
|
|
|
|
|
|
718 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares diluted |
|
|
33,996 |
|
|
|
33,132 |
|
|
|
33,741 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share |
|
$ |
0.04 |
|
|
$ |
(0.41 |
) |
|
$ |
0.94 |
|
|
|
|
|
|
|
|
|
|
|
73
All outstanding options and restricted stock awards were excluded from the calculation of
diluted earnings per share for the fiscal year ended June 30, 2010, because their effect would have
been anti-dilutive. Outstanding options and restricted stock awards equivalent to 2,112 and 1,465
shares of common stock were excluded from the calculation of diluted earnings per share for the
years ended June 30, 2011 and 2009, respectively, because their effect would have been
anti-dilutive.
15. Leases
We lease various technology hardware; real estate used as engineering offices, satellite
offices or storage facilities; various vehicles and equipment; and two airplanes under operating
leases with terms ranging from one to ten years. We also rent various vehicles and equipment on
short-term, month-to-month lease agreements. Many of these leases have automatic renewal features
and we have no material escalation clauses. At June 30, 2011, the future minimum lease payments
under the operating leases are as follows:
|
|
|
|
|
2012 |
|
$ |
8,305 |
|
2013 |
|
|
6,451 |
|
2014 |
|
|
5,867 |
|
2015 |
|
|
4,585 |
|
2016 |
|
|
3,762 |
|
Thereafter |
|
|
4,578 |
|
|
|
|
|
|
|
$ |
33,548 |
|
|
|
|
|
Rent expense related to operating leases was approximately $8,042, $7,653,
and $4,986 for
the years ended June 30, 2011, 2010, and 2009, respectively. We do not have any leases that are
classified as capital leases for any of the periods presented in these financial statements.
16. Deferred Compensation
In March 2011, we established a new deferred compensation plan for the purpose of providing
certain employees with the opportunity to defer certain payments of base salary and annual bonuses,
and receive employer contributions, in accordance with the terms and provisions of the plan
agreement. Amounts deferred under this plan by an employee will not be taxable to the employee for
income tax purposes until the time actually received by the employee. We consider disclosures
related to these benefits immaterial to the consolidated financial statements and related notes.
In connection with the acquisition of Red Simpson, Inc. on July 1, 2004, we agreed to pay, as
part of the purchase price, $26,000 in deferred compensation over a two-year period. We also agreed
to pay an additional $29,100 in deferred compensation over four years if the employees continued
their employment.
In May 2005, the deferred compensation plan was amended to eliminate the future service
requirement and fully vest the benefits under the plan. The amendment provides that, if an employee
continues to be employed, dies, becomes disabled, retires, or is terminated for other than cause
as defined in the amendment, the amounts under the deferred compensation plan will be paid out in
accordance with the original four-year payment term. Generally under the amendment, if an employee
voluntarily terminates or is terminated for cause, then any remaining unpaid amounts under the
deferred compensation plan are paid out on the fifteenth anniversary (2019) of the initial payment
date plus interest. The interest rate is to be determined by us based upon a risk-free interest
rate plus a margin reflecting an appropriate risk premium. Generally under the amendment, if an
employee is terminated for specified cause, as defined in the amendment, then all unpaid amounts
under the deferred compensation plan are forfeited.
Accretion of interest on deferred compensation liabilities was $296, $282, and $725 for the
years ended June 30, 2011, 2010, and 2009, respectively, and is included in interest expense on the
consolidated statements of operations.
74
The following table sets forth the approximate amounts of deferred compensation remaining to
be paid in each of the five years ended June 30 and thereafter:
|
|
|
|
|
2012 |
|
|
|
|
2013 |
|
|
1,659 |
|
2014 |
|
|
|
|
2015 |
|
|
|
|
2016 |
|
|
|
|
Thereafter |
|
|
6,602 |
|
|
|
|
|
Total |
|
|
8,261 |
|
Less amount representing interest |
|
|
(2,121 |
) |
|
|
|
|
Present value of expected payments |
|
|
6,140 |
|
Less current portion |
|
|
|
|
|
|
|
|
Deferred compensation, net of current portion |
|
$ |
6,140 |
|
|
|
|
|
17. Financial Instruments
Concentrations of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit risk, consist
primarily of accounts receivable and costs and estimated earnings in excess of billings on
uncompleted contracts. Due to the high-credit quality of our customers, credit risk relating to
accounts receivable is limited and credit losses have generally been within managements estimates.
We perform periodic credit evaluations of our customers financial condition, but generally do not
require collateral. Duke Energy accounted for approximately 20%, 22%, and 20% of our total revenues
for fiscal 2011, 2010, and 2009, respectively. The planned merger of Duke Energy and Progress
Energy would increase our concentration with one customer. Approximately 26.4%, 29.1%, and 22.5%
of our fiscal 2011, 2010, and 2009 revenues, respectively, were provided to Duke Energy and
Progress Energy. We had accounts receivable from one customer of $10,138 at June 30, 2011. We had
accounts receivable from two customers of $6,886 and $5,823, respectively, at June 30, 2010.
At June 30, 2011 and 2010, we had cash in excess of federally insured limits on deposit with
financial institutions of approximately $3,068 and $8,398, respectively.
Off-Balance Sheet Risk
For June 30, 2011 and 2010, we had letters of credit outstanding totaling $25,574 and $24,640,
respectively, as required by our workers compensation, general liability and vehicle liability
insurance providers and to the surety bond holder.
18. Related Party Transactions and Agreements
Stockholders Agreement
We, LGB Pike II LLC, a company affiliated with Lindsay Goldberg, and certain other
stockholders, including certain of our executive officers, are parties to a stockholders agreement
dated April 18, 2002, as amended, which provides such stockholders registration rights for the
shares of our common stock they hold. Specifically, each of the stockholders party to the
stockholders agreement has piggyback registration rights where, if we propose to register any of
our securities for sale for our own account, other than a registration in connection with an
employee benefit or similar plan or an acquisition or an exchange offer, we will be required to
provide them the opportunity to participate in such registration. In addition to its piggyback
registration rights, LGB Pike II LLC and its affiliates have the right to require us to file
registration statements, or demand registrations, covering shares of our common stock that they
hold. On September 7, 2006, we filed a registration statement registering the resale of 8,000,000
shares of our common stock held by LGB Pike II LLC, which was declared effective by the SEC on
September 20, 2006. The stockholders agreement also requires LGB Pike II LLC and its affiliates
to vote their shares of our common stock for J. Eric Pike to be a member of our board of directors
for so long as he is our Chief Executive Officer and controls at least 1,321,965 shares of the
Companys common stock.
75
19. Commitments and Contingencies
Legal Proceedings
We are from time to time a party to various lawsuits, claims and other legal proceedings that
arise in the ordinary course of business. These actions typically seek, among other things: (a)
compensation for alleged personal injury, workers compensation, employment discrimination, breach
of contract, property damage, (b) punitive damages, civil penalties or other damages, or (c)
injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we
accrue reserves when it is probable that a liability has been incurred and the amount of loss can
be reasonably estimated. We do not believe that any of these proceedings, individually or in the
aggregate, would be expected to have a material adverse effect on our results of operations,
financial position or cash flows.
Purchase Obligations
As of June 30, 2011, we had $16,664 in purchase obligations related to materials and
subcontractor services for customer contracts, all of which are expected to be completed within 12
months.
Performance Bonds and Parent Guarantees
In the ordinary course of business, we are required by certain customers to post surety or
performance bonds in connection with services that we provide to them. These bonds provide a
guarantee to the customer that we will perform under the terms of a contract and that we will pay
subcontractors and vendors. If we fail to perform under a contract or to pay subcontractors and
vendors, the customer may demand that the surety make payments or provide services under the bond.
We must reimburse the surety for any expenses or outlays it incurs. As of June 30, 2011, we had
$138,972 in surety bonds outstanding, and we also had provided collateral in the form of letters of
credit to sureties in the amount of $2,000. To date, we have not been required to make any
reimbursements to our sureties for bond-related costs. We believe that it is unlikely that we will
have to fund significant claims under our surety arrangements in the foreseeable future. Pike
Electric Corporation, from time to time, guarantees the obligations of its wholly owned
subsidiaries, including obligations under certain contracts with customers.
Collective Bargaining Agreements
With the acquisition of Klondyke (Note 3), we are now party to various collective
bargaining agreements with various unions representing craftworkers performing field construction
operations. The agreements require Klondyke to pay specified wages, provide certain benefits to
Klondykes union employees and contribute certain amounts to multi-employer pension plans and
employee benefit trusts. If Klondyke withdrew from, or otherwise terminated participation in, one
or more multi-employer pension plans or the plans were to otherwise become
underfunded, Klondyke could be assessed liabilities for additional contributions related to
the underfunding of these plans. The collective bargaining agreements expire at various times and
have typically been renegotiated and renewed on terms similar to the ones contained in the expiring
agreements.
Indemnities
We generally indemnify our customers for the services we provide under our contracts, as well
as other specified liabilities, which may subject us to indemnity claims and liabilities and
related litigation. As of June 30, 2011, we do not believe that any future indemnity claims
against us would have a material adverse effect on our results of operations, financial position or
cash flows.
76
20. Quarterly Data
Unaudited
The following table presents the quarterly operating results for the years ended June 30, 2011
and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
September 30, |
|
|
December 31, |
|
|
March 31, |
|
|
June 30, |
|
Fiscal 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
128,759 |
|
|
$ |
148,563 |
|
|
$ |
153,825 |
|
|
$ |
162,712 |
|
Gross profit |
|
|
11,723 |
|
|
|
16,638 |
|
|
|
16,409 |
|
|
|
23,174 |
|
Net
(loss) income (1) |
|
|
(2,290 |
) |
|
|
1,021 |
|
|
|
620 |
|
|
|
2,050 |
|
Basic (loss) income per share |
|
$ |
(0.07 |
) |
|
$ |
0.03 |
|
|
$ |
0.02 |
|
|
$ |
0.06 |
|
Diluted (loss) income per share |
|
$ |
(0.07 |
) |
|
$ |
0.03 |
|
|
$ |
0.02 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
127,220 |
|
|
$ |
135,198 |
|
|
$ |
120,931 |
|
|
$ |
120,735 |
|
Gross profit |
|
|
11,695 |
|
|
|
16,936 |
|
|
|
10,431 |
|
|
|
8,705 |
|
Net loss (2) |
|
|
(2,705 |
) |
|
|
(4,703 |
) |
|
|
(2,031 |
) |
|
|
(4,020 |
) |
Basic loss per share |
|
$ |
(0.08 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.12 |
) |
Diluted loss per share |
|
$ |
(0.08 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.12 |
) |
|
|
|
(1) |
|
In the first quarter of fiscal 2011, we recorded an
approximately $2,000 reduction of costs and estimated earnings in
excess of billings (Note 1). |
|
|
|
(2) |
|
In the second quarter of fiscal 2010, we recorded restructuring expenses of $8,924 (Note 4). |
Earnings per share amounts for each quarter are required to be computed independently. As a
result their sum may not equal the total year basic and diluted earnings per share.
21. Subsequent Events
On August 1, 2011, we completed the acquisition of Pine Valley Power, Inc (Pine Valley), a
privately-held company located in Bluffdale, Utah, for $25,535, net of cash acquired of $465. The
funding for the purchase consisted of cash from operations and cash borrowed under our revolving
credit facility totaling $6,900 and $10,000, respectively, and the issuance of 982,669 shares of
the Companys stock having an aggregate value of $9,100, subject to a working capital adjustment.
Pine Valley provides construction and maintenance services to the transmission and distribution,
renewable energy, industrial water and mining industries. With the acquisition of Pine Valley, we
are party to various collective bargaining agreements with various unions representing craftworkers
performing field construction operations similar to Klondykes operations discussed in Note 19.
On August 24, 2011, we entered into a new $200,000 revolving credit facility that replaced our
prior credit facility. Our new revolving credit facility matures in August 2015. We repaid
outstanding term loans and borrowings on the revolver of our old senior credit facility upon
entering into our new revolving credit facility. The obligations under our new revolving credit
facility are unconditionally guaranteed by us and each of our existing and subsequently acquired or
organized domestic and first-tier foreign subsidiaries and secured on a first-priority basis by
security interests (subject to permitted liens) in substantially all assets owned by us and each of
our subsidiaries, subject to limited exceptions.
77
Borrowings under the new revolving credit facility bear interest at a variable rate at our
option of either (a) the Base Rate, defined as the greater of the Prime Rate, the Federal Funds
Effective Rate plus 0.50% or LIBOR plus 1.0%, plus a margin ranging from 0.50% to 1.5% or (b) LIBOR
plus a margin ranging from 2.00% to 3.00%. The margins are applied based on our leverage ratio,
which is computed quarterly. We are subject to a commitment fee of 0.5% and letter of credit fees
between 2.00% and 3.00% based on our leverage ratio. We are also subject to letter of credit
fronting fees of 0.125% per annum for amounts available to be withdrawn. Total costs associated
with the new revolving credit facility are approximately $1,800 including the
commitment fee, which will be capitalized and amortized over the term of the debt using the
effective interest method.
Our new revolving credit facility contains a number of other affirmative and restrictive
covenants including limitations on dissolutions, sales of assets, investments, and indebtedness and
liens. Our credit facility includes a requirement that we maintain: (i) a leverage ratio, which is
the ratio of total debt to adjusted EBITDA (as defined in our senior credit facility; measured on a
trailing four-quarter basis), of no more than 3.75 to 1.0 as of the last day of each fiscal
quarter, declining to 3.50 on June 30, 2012 and declining to
3.00 on June 30, 2013 and thereafter,
and (ii) a consolidated fixed charge coverage ratio (as defined in the revolving credit
facility),of at least 1.25 to 1.0. We also wrote-off approximately $1,700 of unamortized deferred
loan costs as additional interest expense related to the old credit facility in August 2011.
78
|
|
|
ITEM 9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
There are no changes in accountants or disagreements with accountants on accounting
principles and financial disclosures required to be disclosed in this Item 9.
|
|
|
ITEM 9A. |
|
CONTROLS AND PROCEDURES |
As of the end of the period covered by this report, an evaluation was performed under the
supervision and with the participation of our management, including the chief executive officer
(CEO), and chief financial officer (CFO), of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange
Act of 1934 (the Exchange Act)) pursuant to Rule 13a-15(b) of the Exchange Act. Based on that
evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and
procedures are effective for the purpose of providing reasonable assurance that the information
required to be disclosed in the reports we file or submit under the Exchange Act (i) is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms
and (ii) is accumulated and communicated to our management, including our CEO and CFO, as
appropriate to allow timely decisions regarding required disclosures.
See page 38 for Managements Report on Internal Control over Financial Reporting. See page
40 for the Report of Independent Registered Public Accounting Firm.
There has been no change in our internal control over financial reporting during the fourth
quarter of fiscal 2011 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
|
|
|
ITEM 9B. |
|
OTHER INFORMATION |
Not applicable.
Part III
|
|
|
ITEM 10. |
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
For information with respect to our executive officers, see Executive Officers section
of the Proxy Statement for the 2011 Annual Meeting of Stockholders, which is incorporated herein by
reference. For information with respect to our Directors, see the Proposal 1 Election of
Directors section of the Proxy Statement for the 2011 Annual Meeting of Stockholders, which is
incorporated herein by reference. For information with respect to Section 16 reports, see the
Section 16(a) Beneficial Ownership Reporting Compliance section of the Proxy Statement for the
2011 Annual Meeting of Stockholders, which is incorporated herein by reference. For information
with respect to the Audit Committee of the Board of Directors, see the Corporate Governance
Board Committees section of the Proxy Statement for the 2011 Annual Meeting of Stockholders, which
is incorporated herein by reference.
We have adopted a written code of conduct, which is intended to qualify as a code of ethics
within the meaning of Item 406 of Regulation S-K of the Exchange Act (the Code of Ethics). The
Code of Ethics applies to our Chief Executive Officer, Chief Financial Officer and Principal
Accounting Officer and any other person performing similar functions. The Code of Ethics is
available on our website at www.pike.com. We intend to disclose any substantive amendments to, or
waivers from, our Code of Ethics on our website or in a report on Form 8-K. We have filed as
exhibits to this Form 10-K the officer certifications required by Section 302 of the Sarbanes-Oxley
Act, and we submitted the required annual CEO certification to the NYSE in fiscal 2011 without any
qualifications.
There have been no material changes to the procedures through which stockholders may recommend
nominees to our Board of Directors since October 20, 2010, which is the date of our last proxy
statement.
79
|
|
|
ITEM 11. |
|
EXECUTIVE COMPENSATION |
For information with respect to executive and director compensation, see the Compensation
Discussion and Analysis, Executive Compensation Tables, Compensation Committee Interlocks and
Insider Participation, Compensation Committee Report and Director Compensation sections of the
Proxy Statement for the 2011 Annual Meeting of Stockholders, which are incorporated herein by
reference.
|
|
|
ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS |
For information with respect to security ownership of certain beneficial owners and
management, see the Principal Stockholders section of the Proxy Statement for the 2011 Annual
Meeting of Stockholders, which is incorporated herein by reference. For information with respect to
securities authorized for issuance under equity compensation plans, see the Equity Compensation
Plan Information section of the Proxy Statement for the 2011 Annual Meeting of Stockholders, which
is incorporated herein by reference.
|
|
|
ITEM 13. |
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE |
For information with respect to certain relationships and related transactions, see the
Related Party Transactions and Policy for Review of Related Person Transactions sections of the
Proxy Statement for the 2011 Annual Meeting of Stockholders, which are incorporated herein by
reference. For certain information with respect to director independence, see the disclosures in
the Corporate Governance Director Independence section of the Proxy Statement for the 2011
Annual Meeting of Stockholders regarding director independence, which is incorporated herein by
reference.
|
|
|
ITEM 14. |
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
For information with respect to principal accountant fees and services, see the
Ratification of Appointment of Independent Registered Public Accounting Firm section of the Proxy
Statement for the 2011 Annual Meeting of Stockholders, which is incorporated herein by reference.
Part IV
|
|
|
ITEM 15. |
|
EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES |
|
(1) |
|
Financial Statements: See Index to Consolidated
Financial Statements in Part II, Item 8 of this
Form 10-K. |
|
|
(2) |
|
Financial Statement Schedule: See Schedule II
Valuation and Qualifying Accounts of this Form
10-K. |
|
|
(3) |
|
Exhibits |
|
|
|
|
See (b) below. |
b) |
|
Exhibits |
|
|
|
See Exhibit Index on page 85. |
|
c) |
|
Financial Statement Schedules |
|
|
|
See a) (3) above. |
80
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
|
|
|
PIKE ELECTRIC CORPORATION
(Registrant)
|
|
Date: September 6, 2011 |
By: |
/s/ J. Eric Pike
|
|
|
|
J. Eric Pike |
|
|
|
Chairman, Chief Executive Officer and President |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ J. Eric Pike
J. Eric Pike
|
|
Chairman, Chief Executive Officer and
President (Principal Executive Officer)
|
|
September 6, 2011 |
|
|
|
|
|
/s/ Anthony K. Slater
Anthony K. Slater
|
|
Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
|
|
September 6, 2011 |
|
|
|
|
|
/s/ Jeffrey S. Calhoun
Jeffrey S. Calhoun
|
|
Chief Accounting Officer (Principal Accounting
Officer)
|
|
September 6, 2011 |
|
|
|
|
|
/s/ Charles E. Bayless
Charles E. Bayless
|
|
Director
|
|
September 6, 2011 |
|
|
|
|
|
/s/ James R. Helvey III
James R. Helvey III
|
|
Director
|
|
September 6, 2011 |
|
|
|
|
|
/s/ Peter Pace
Peter Pace
|
|
Director
|
|
September 6, 2011 |
|
|
|
|
|
/s/ Robert D. Lindsay
Robert D. Lindsay
|
|
Director
|
|
September 6, 2011 |
|
|
|
|
|
/s/ Daniel J. Sullivan
Daniel J. Sullivan
|
|
Director
|
|
September 6, 2011 |
|
|
|
|
|
/s/ Louis F. Terhar
Louis F. Terhar
|
|
Director
|
|
September 6, 2011 |
|
|
|
|
|
/s/ J. Russell Triedman
J. Russell Triedman
|
|
Director
|
|
September 6, 2011 |
81
SCHEDULE II
PIKE ELECTRIC CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 2011, 2010 AND 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
Charged to |
|
|
|
|
|
|
Balance at |
|
|
|
Beginning |
|
|
Revenue or |
|
|
|
|
|
|
End of |
|
Description |
|
of Period |
|
|
Expense |
|
|
Deductions |
|
|
Period |
|
|
|
(in thousands) |
|
Year ended June 30, 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts (3) |
|
$ |
813 |
|
|
$ |
110 |
|
|
$ |
(386 |
)(1) |
|
$ |
537 |
|
Insurance claim reserve |
|
|
31,264 |
|
|
|
30,521 |
|
|
|
(41,075 |
)(2) |
|
|
20,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts (3) |
|
$ |
896 |
|
|
$ |
819 |
|
|
$ |
(902 |
)(1) |
|
$ |
813 |
|
Insurance claim reserve |
|
|
35,939 |
|
|
|
38,096 |
|
|
|
(42,771 |
)(2) |
|
|
31,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts (3) |
|
$ |
699 |
|
|
$ |
1,058 |
|
|
$ |
(861 |
)(1) |
|
$ |
896 |
|
Insurance claim reserve |
|
|
38,857 |
|
|
|
41,621 |
|
|
|
(44,539 |
)(2) |
|
|
35,939 |
|
|
|
|
(1) |
|
Represents uncollectible accounts written off, net of recoveries. |
|
(2) |
|
Represents claim payments for self-insured claims. |
|
(3) |
|
Allowance for doubtful accounts includes reserves for accounts receivable and costs and
estimated earnings in excess of billings on uncompleted contracts |
82
EXHIBIT INDEX
|
|
|
|
|
EXHIBIT |
|
|
NO. |
|
DESCRIPTION |
|
|
|
|
|
|
3.1 |
|
|
Certificate of Incorporation of Pike Electric Corporation (Incorporated by reference to Exhibit
3.1 on our Registration Statement on Form S-1/A filed July 11, 2005) |
|
|
|
|
|
|
3.2 |
|
|
Amended and Restated Bylaws of Pike Electric Corporation, as of September 1, 2011 (filed herewith) |
|
|
|
|
|
|
4.1 |
|
|
Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 on our Registration
Statement on Form S-1/A filed July 22, 2005) |
|
|
|
|
|
|
4.2 |
|
|
Senior Indenture (Incorporated by reference to Exhibit 4.1 on our Registration Statement on Form
S-3 filed July 16, 2009) |
|
|
|
|
|
|
4.3 |
|
|
Subordinated Indenture (Incorporated by reference to Exhibit 4.2 on our Registration Statement on
Form S-3 filed July 16, 2009) |
|
|
|
|
|
|
10.1 |
|
|
Credit Agreement, dated August 24, 2011, among Pike Electric Corporation, its subsidiaries party
thereto, Regions Bank, as administrative agent, and the lenders party thereto (Incorporated by
reference to Exhibit 10.1 on our Form 8-K filed August 30, 2011) |
|
|
|
|
|
|
10.2 |
|
|
Security Agreement, dated August 24, 2011, among Pike Electric Corporation, the grantors party
thereto, and Regions Bank, as collateral agent (Incorporated by reference to Exhibit 10.2 on our
Form 8-K filed August 30, 2011) |
|
|
|
|
|
|
10.3 |
|
|
Pledge Agreement, dated August 24, 2011, among Pike Electric Corporation, the pledgors party
thereto, and Regions Bank, as collateral agent (Incorporated by reference to Exhibit 10.3 on our
Form 8-K filed August 30, 2011) |
|
|
|
|
|
|
10.4 |
|
|
Sixth Amendment and Restatement Agreement, dated as of July 29, 2009, to the Amended and Restated
Credit Agreement among Pike Electric Corporation, Pike Electric, Inc. and the lenders party
thereto (Incorporated by reference to Exhibit 10.1 on our Form 8-K filed August 3, 2009) |
|
|
|
|
|
|
10.5 |
|
|
Second Amended and Restated Credit Agreement, dated as of July 29, 2009, among Pike Electric
Corporation, Pike Electric, Inc. and the lenders party thereto (Incorporated by reference to
Exhibit 10.2 on our Form 8-K filed August 3, 2009) |
|
|
|
|
|
|
10.6 |
|
|
First Amendment to the Second Amended and Restated Credit Agreement, dated August 30, 2010, among
Pike Electric Corporation, Pike Electric, Inc. and the lenders party thereto (Incorporated by
reference to Exhibit 10.1 on our Form 8-K filed September 3, 2010) |
|
|
|
|
|
|
10.7 |
|
|
Stockholders Agreement, dated April 18, 2002, among Pike Holdings, Inc., LGB Pike LLC, certain
rollover holders and certain management stockholders (Incorporated by reference to Exhibit 10.6
on our Registration Statement on Form S-1/A filed June 3, 2005) |
|
|
|
|
|
|
10.8 |
|
|
Addendum, dated June 13, 2005, to the Stockholders Agreement dated April 18, 2002, among Pike
Holdings, Inc., LGB Pike LLC, certain rollover holders and certain management stockholders
(Incorporated by reference to Exhibit 10.13 on our Registration Statement on Form S-1/A filed
July 11, 2005) |
|
|
|
|
|
|
10.9 |
|
|
Amendment, dated July 21, 2005, to the Stockholders Agreement dated April 18, 2002, among Pike
Electric Corporation as successor to Pike Holdings, Inc., LGB Pike II LLC as successor to LGB
Pike LLC, certain rollover holders and certain management stockholders (Incorporated by reference
to Exhibit 10.16 on our Registration Statement on Form S-1/A filed July 22, 2005) |
|
|
|
|
|
|
10.10 |
* |
|
2006 Employee Stock Purchase Plan (Incorporated by reference to Appendix B of our Proxy Statement
on Schedule 14A filed October 28, 2005) |
|
|
|
|
|
|
10.11 |
* |
|
2002 Stock Option Plan A (Incorporated by reference to Exhibit 10.2 on our Registration Statement
on Form S-1/A filed June 3, 2005) |
83
|
|
|
|
|
EXHIBIT |
|
|
NO. |
|
DESCRIPTION |
|
|
|
|
|
|
10.12 |
* |
|
2002 Stock Option Plan B (Incorporated by reference to Exhibit 10.3 on our Registration Statement
on Form S-1/A filed June 3, 2005) |
|
|
|
|
|
|
10.13 |
* |
|
2005 Omnibus Incentive Compensation Plan (Incorporated by reference to Exhibit 10.15 on our
Registration Statement on Form S-1/A filed July 22, 2005) |
|
|
|
|
|
|
10.14 |
* |
|
2008 Omnibus Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 on our Form
8-K filed December 11, 2007) |
|
|
|
|
|
|
10.15 |
* |
|
Form of Stock Option Award Agreement (Incorporated by reference to Exhibit 10.11 on our Form 10-K
filed September 1, 2009 |
|
|
|
|
|
|
10.16 |
* |
|
Form of Restricted Share Award Agreement (Incorporated by reference to Exhibit 10.12 on our Form
10-K filed September 1, 2009) |
|
|
|
|
|
|
10.17 |
* |
|
Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.13 on our
Form 10-K filed September 1, 2009) |
|
|
|
|
|
|
10.18 |
* |
|
Form of Director Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.14 on
our Form 10-K filed September 1, 2009) |
|
|
|
|
|
|
10.19 |
* |
|
Management Incentive Plan (Incorporated by reference to Exhibit 10.15 on our Form 10-K filed
September 1, 2009) |
|
|
|
|
|
|
10.20 |
* |
|
Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 on our Form S-8 filed
February 25, 2011) |
|
|
|
|
|
|
10.21 |
* |
|
Director Compensation Summary (Incorporated by reference to Exhibit 10.1 on our Form 10-Q filed
November 9, 2009) |
|
|
|
|
|
|
10.22 |
* |
|
Amended and Restated Employment Agreement between Pike Electric Corporation and J. Eric Pike,
dated as of September 24, 2008 (Incorporated by reference to Exhibit 10.1 on our Form 8-K filed
September 29, 2008) |
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10.23 |
* |
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First Amendment to Amended and Restated Employment Agreement, dated May 1, 2009, by and between
Pike Electric Corporation and J. Eric Pike (Incorporated by reference to Exhibit 10.2 on our Form
8-K filed May 5, 2009) |
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10.24 |
* |
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Form of Employment Agreement between Pike Electric Corporation and its executive officers
(Incorporated by reference to Exhibit 10.1 on our Form 8-K filed June 12, 2009) |
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10.25 |
* |
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Form of Indemnification Agreement between Pike Electric Corporation and its Directors
(Incorporated by reference to Exhibit 10.1 on our Form 8-K filed May 5, 2009) |
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21.1 |
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List of subsidiaries of Pike Electric Corporation (filed herewith) |
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23.1 |
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Consent of Ernst & Young LLP (filed herewith) |
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31.1 |
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Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14a
and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
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31.2 |
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Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14a
and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
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32.1 |
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Certification of Periodic Report by Chief Executive Officer and Chief Financial Officer pursuant
to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith) |
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* |
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Indicates a management contract or compensatory plan or arrangement. |
84