Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.32M
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 38K
4: EX-10.14 Material Contract HTML 105K
5: EX-10.16 Material Contract HTML 100K
3: EX-10.4 Material Contract HTML 91K
6: EX-21.1 Subsidiaries List HTML 37K
7: EX-23.1 Consent of Expert or Counsel HTML 30K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 33K
18: R1 Cover HTML 96K
19: R2 Consolidated Balance Sheets HTML 131K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K
21: R4 Consolidated Statements of Operations HTML 92K
22: R5 Consolidated Statements of Comprehensive Income HTML 46K
23: R6 Consolidated Statements of Stockholders? Equity HTML 94K
24: R7 Consolidated Statements of Cash Flows HTML 141K
25: R8 Consolidated Statements of Cash Flows HTML 33K
(Parentheticals)
26: R9 Basis of Presentation HTML 36K
27: R10 Significant Accounting Policies and Estimates HTML 68K
(Notes)
28: R11 Accounting Standards HTML 50K
29: R12 Computation of Earnings Per Common Share HTML 61K
30: R13 Acquisitions HTML 43K
31: R14 Accounts Receivable HTML 68K
32: R15 Other Current Assets and Other Assets HTML 49K
33: R16 Cash and Equivalents and Restricted Cash HTML 40K
34: R17 Property and Equipment HTML 55K
35: R18 Goodwill and Intangible Assets HTML 88K
36: R19 Accrued Insurance Claims HTML 45K
37: R20 Leases HTML 56K
38: R21 Other Accrued Liabilities HTML 40K
39: R22 Debt HTML 78K
40: R23 Income Taxes HTML 111K
41: R24 Other Income, Net HTML 45K
42: R25 Employee Benefit Plans HTML 48K
43: R26 Capital Stock HTML 39K
44: R27 Stock-Based Awards HTML 86K
45: R28 Customer Concentration and Revenue Information HTML 72K
46: R29 Commitment and Contingencies HTML 41K
47: R30 Subsequent Event HTML 33K
48: R31 Quarterly Financial Data (Unaudited) HTML 71K
49: R32 Significant Accounting Policies and Estimates HTML 131K
(Policies)
50: R33 Computation of Earnings Per Common Share (Tables) HTML 60K
51: R34 Acquisitions (Tables) HTML 42K
52: R35 Accounts Receivable (Tables) HTML 106K
53: R36 Other Current Assets and Other Assets (Tables) HTML 50K
54: R37 Cash and Equivalents and Restricted Cash (Tables) HTML 48K
55: R38 Property and Equipment (Tables) HTML 54K
56: R39 Goodwill and Intangible Assets (Tables) HTML 77K
57: R40 Accrued Insurance Claims (Tables) HTML 41K
58: R41 Leases (Tables) HTML 57K
59: R42 Other Accrued Liabilities (Tables) HTML 40K
60: R43 Debt (Tables) HTML 67K
61: R44 Income Taxes Income Taxes (Tables) HTML 112K
62: R45 Other Income, Net (Tables) HTML 43K
63: R46 Employee Benefit Plans (Tables) HTML 42K
64: R47 Capital Stock (Tables) HTML 37K
65: R48 Stock-Based Awards (Tables) HTML 90K
66: R49 Customer Concentration and Revenue Information HTML 81K
(Tables)
67: R50 Quarterly Financial Data (Unaudited) (Tables) HTML 70K
68: R51 Basis of Presentation (Details) HTML 33K
69: R52 Significant Accounting Policies and Estimates - HTML 57K
Narratives (Details)
70: R53 Computation of Earnings Per Common Share - Basic HTML 90K
and Diluted Earnings Calculation (Details)
71: R54 Acquisitions - Narratives (Details) HTML 36K
72: R55 Acquisitions - Purchase Price Allocation (Details) HTML 54K
73: R56 Accounts Receivable - Accounts Receivable Net HTML 44K
Classification (Details)
74: R57 Accounts Receivable - Narratives (Details) HTML 36K
75: R58 Accounts Receivable - Allowance for Doubtful HTML 41K
Accounts (Details)
76: R59 Accounts Receivable - Contract Assets and Contract HTML 38K
Liabilities (Details)
77: R60 Accounts Receivable - Customer Credit HTML 48K
Concentration (Details)
78: R61 Other Current Assets and Other Assets - Current HTML 42K
(Details)
79: R62 Other Current Assets and Other Assets - HTML 44K
Non-current (Details)
80: R63 Cash and Equivalents and Restricted Cash (Details) HTML 45K
81: R64 Property and Equipment - Estimated Useful Lives HTML 71K
and Balances (Details)
82: R65 Property and Equipment - Depreciation, Repairs and HTML 35K
Maintenance Expense (Details)
83: R66 Goodwill and Intangible Assets - Changes in the HTML 41K
Carrying Amount of Goodwill (Details)
84: R67 Goodwill and Intangible Assets - Impairment HTML 41K
Analysis (Details)
85: R68 Goodwill and Intangible Assets - Narratives HTML 35K
(Details)
86: R69 Goodwill and Intangible Assets - Intangible Assets HTML 51K
(Details)
87: R70 Goodwill and Intangible Assets - Future HTML 47K
Amortization (Details)
88: R71 Accrued Insurance Claims - Narratives (Details) HTML 59K
89: R72 Accrued Insurance Claims - Accrued Insurance and HTML 45K
Insurance Recoveries/Receivables (Details)
90: R73 Leases - Narratives (Details) HTML 43K
91: R74 Leases - Lease Cost and Supplemental Balance Sheet HTML 45K
Information (Details)
92: R75 Leases - Supplemental Cash Flows (Details) HTML 35K
93: R76 Leases - Operating Lease Liability Maturity HTML 50K
Schedule (Details)
94: R77 Other Accrued Liabilities (Details) HTML 43K
95: R78 Debt - Schedule of Debt (Details) HTML 47K
96: R79 Debt - Senior Credit Agreement (Details) HTML 66K
97: R80 Debt - Interest Rates of the Credit Agreement HTML 59K
(Details)
98: R81 Debt - Interest Rates at Period End (Details) HTML 45K
99: R82 Debt - Convertible Senior Notes Due 2021 (Details) HTML 73K
100: R83 Debt - Components of the Convertible Notes HTML 47K
(Details)
101: R84 Debt - Convertible Note Hedge and Warrant HTML 50K
Transactions (Details)
102: R85 Income Taxes - Components of Income Tax (Details) HTML 59K
103: R86 Income Taxes - Narratives (Details) HTML 40K
104: R87 Income Taxes - Income Tax Reconciliation (Details) HTML 62K
105: R88 Income Taxes - Deferred Tax Assets and Liabilities HTML 69K
(Details)
106: R89 Income Taxes - Unrecognized Tax Benefit HTML 41K
Rollforward (Details)
107: R90 Other Income, Net (Details) HTML 41K
108: R91 Employee Benefit Plans - Narratives (Details) HTML 50K
109: R92 Employee Benefit Plans - Contribution Details HTML 36K
(Details)
110: R93 Capital Stock - Repurchase of Common Stock HTML 38K
(Details)
111: R94 Capital Stock - Narratives (Details) HTML 48K
112: R95 Stock-Based Awards - Tax Benefit Recognized HTML 35K
(Details)
113: R96 Stock-Based Awards - Narratives (Details) HTML 82K
114: R97 Stock-Based Awards - Summary of Valuation Inputs HTML 53K
(Details)
115: R98 Stock-Based Awards - Stock Options (Details) HTML 68K
116: R99 Stock-Based Awards - RSU's and Performance RSU's HTML 64K
(Details)
117: R100 Customer Concentration and Revenue Information - HTML 40K
Narratives (Details)
118: R101 Customer Concentration and Revenue Information - HTML 64K
Contract Revenues by Customer Type (Details)
119: R102 Customer Concentration and Revenue Information - HTML 57K
Trade Receivable Risk (Details)
120: R103 Commitment and Contingencies - Narratives HTML 39K
(Details)
121: R104 Subsequent Events (Details) HTML 35K
122: R105 Quarterly Financial Data (Unaudited) (Details) HTML 66K
123: R106 Quarterly Financial Data (Unaudited) - Narratives HTML 35K
(Details)
125: XML IDEA XML File -- Filing Summary XML 225K
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124: EXCEL IDEA Workbook of Financial Reports XLSX 157K
13: EX-101.CAL XBRL Calculations -- dy-20210130_cal XML 364K
14: EX-101.DEF XBRL Definitions -- dy-20210130_def XML 760K
15: EX-101.LAB XBRL Labels -- dy-20210130_lab XML 1.95M
16: EX-101.PRE XBRL Presentations -- dy-20210130_pre XML 1.29M
12: EX-101.SCH XBRL Schema -- dy-20210130 XSD 222K
126: JSON XBRL Instance as JSON Data -- MetaLinks 498± 719K
127: ZIP XBRL Zipped Folder -- 0000067215-21-000010-xbrl Zip 527K
‘EX-4.3’ — Instrument Defining the Rights of Security Holders
DESCRIPTION OF COMMON STOCK REGISTERED PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
General
The following is a description of our common stock, par value $0.33⅓ per share (“common stock”). The following summary is not meant to be complete and is qualified by reference to our Restated Articles of Incorporation (the “Articles”) and our
Third Amended and Restated By-Laws (the “By-Laws”), which are incorporated by reference as exhibits to this Annual Report on Form 10-K.
We have authorized the issuance of 150,000,000 shares of common stock and 1,000,000 shares of preferred stock, $1.00 par value share (“preferred stock”).
Common Stock
The holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders. Holders of common stock do not have cumulative voting rights. Therefore, holders of more than 50% of the shares of common stock are able to elect all of our directors eligible for election
in a given year. The holders of common stock are entitled to dividends and other distributions out of assets legally available if and when declared by the board of directors. Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to share pro rata in the distribution of all of our assets remaining available for distribution after satisfaction of all liabilities, including any prior rights of any preferred stock which may be outstanding. There are no redemption or sinking fund provisions applicable to the common stock.
Our common stock is traded on the New York Stock Exchange under the symbol “DY.”
Potential Issuances of Preferred Stock
Under the Articles, series of the preferred stock may be created and issued from time to time by our board of directors, with such rights and preferences as they may
determine.
Although our board of directors has no intention at the present time of doing so, it could issue a class or series of preferred stock that could, depending on the terms of such class or series, impede completion of a merger, tender offer or other takeover attempt that some, or a majority, of stockholders might believe to be in their best interests or in which stockholders might receive a premium for their shares over the then-current market price of such shares.
Classified Board. The Articles provide that the board of directors is divided into three classes,
as nearly equal in number as possible, with one class of directors being elected each year for a three-year term. The classification of the board may have the effect of delaying a change in a majority of the members of our board of directors.
Shareholder Approval. The Articles require approval of 80% of the outstanding shares of our capital stock entitled to vote in elections of directors for any merger with or into another corporation or any sale or transfer of all or a substantial part of our assets to, or any sale or transfer to us or any subsidiary in exchange for our securities or any assets (except assets valued at less than $1,000,000) of, any other corporation or person, if at the time such other corporation or person is the beneficial owner, or is affiliated with the beneficial owner, of more than 20% of the outstanding shares of our capital stock entitled to vote in elections of directors. This
requirement is not applicable to any such transaction with another corporation which was approved by our board of directors prior to the time that such other corporation became a holder of more than 20% of the outstanding shares of our capital stock.
Change of Control Agreements. We have agreements with certain of our executive officers which provide for substantial compensation (in general terms, continuation of up to eighteen months the officer’s base salary and vesting of all equity-based awards awarded to the officer pursuant to any of our long-term incentive plans), upon our termination of the officer’s employment without cause or the officer’s resignation of his employment for good reason on or prior to the second anniversary following the consummation of a change of control in our company. A change of control is
defined as any person’s acquisition of more than 20% of our outstanding securities, the sale or transfer of substantially all of our assets to someone other than one of our wholly-owned subsidiaries, or a change of control of the board of directors.
Indemnification. Our By-Laws require us to indemnify each of our directors and officers to the fullest extent permitted by law and limits the liability of our directors and stockholders for monetary damages in certain circumstances.
Anti-Takeover Effects of Florida Law
Control
Shares. The Florida Business Corporation Act contains provisions eliminating the voting rights of “control shares,” which are defined as shares which give any person, directly or indirectly, ownership of, or the power to direct the exercise of voting power with respect to, 20% or more of the outstanding voting power of an “issuing public corporation.” A corporation is an issuing public corporation if it has at least 100 shareholders, its principal place of business, principal office or substantial assets are in Florida and either more than 10% of its shareholders reside in Florida, more than 10% of its shares are owned by Florida residents or 1,000 shareholders reside in Florida. The voting rights of control shares are not eliminated if the articles of incorporation or the bylaws
of the corporation prior to the acquisition provide that the statute does not apply. Voting rights are restored to control shares if, subsequent to their acquisition, the corporation’s shareholders (other than the holder of control shares, officers of the corporation and employee directors) vote to restore such voting rights.
Affiliated Transactions. The Florida Business Corporation Act also restricts “affiliated transactions” (mergers, consolidations, transfers of assets and other transactions) between “interested shareholders” (the beneficial owners of 10% or more of the corporation’s outstanding shares) and the corporation or any subsidiary. Affiliated transactions must be approved by two-thirds of the voting shares not beneficially owned by the interested shareholder or by a majority of the corporation’s “disinterested” directors. The statutory restrictions do not apply if the
corporation has had fewer than 300 shareholders of record for three years, the interested shareholder has been the beneficial owner of at least 80% of the outstanding shares for five years, the interested shareholder is the beneficial owner of at least 90% of the corporation’s outstanding voting shares, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors, or certain consideration is paid to all shareholders.
The provisions of the Articles and By-Laws and the change of control agreements and the application of the anti-takeover provisions of the Florida Business Corporation Act could have the effect of discouraging, delaying or preventing a change of control not approved by the board of directors which could affect the market price of our common stock.
Dates Referenced Herein and Documents Incorporated by Reference
