The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the fiscal year ended June 30, 2012. 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 "Uncertainty of Forward-Looking Statements and Information" below in this Item 2 and in "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

Overview

We are one of the largest providers of energy solutions for investor-owned, municipal and co-operative electric 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 300 customers including investor-owned, municipal and co-operative electric utilities, including American Electric Power Company, Inc., Dominion Resources, Inc., Duke Energy Corporation, Duquesne Light Company, Florida Power & Light Company, PacifiCorp, South Carolina Electric & Gas Company ("SCE&G"), 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 that our experienced management team has positioned us to benefit from the substantial long-term growth drivers in our industry.

Over the past four years, we have reshaped our business platform and service territory significantly from being a distribution construction company based primarily in the southeastern United States to a national energy and telecommunications solutions provider. We have done this organically and through 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 existing engineering and design capabilities with construction services related to substation, transmission, and renewable energy infrastructure. Our August 1, 2011 acquisition of Pine Valley Power, Inc. ("Pine Valley"), located near Salt Lake City, Utah, further strengthened our substation, transmission, distribution, and geothermal construction service capabilities in the western United States. We believe that our acquisitions of Klondyke and Pine Valley will allow us to continue to expand our engineering, procurement and construction ("EPC") services in the western United States and better compete in markets with unionized workforces. Our July 2, 2012 acquisition of Synergetic Design Holdings, Inc. and its subsidiary, UC Synergetic, Inc. (together "UCS") headquartered in Charlotte, North Carolina, now enables us to provide engineering and design services primarily for distribution powerline projects including storm assessment and inspection services as well as engineering and design services for transmission and substation infrastructure and for the communications industry. UCS's engineering capabilities complement our existing portfolio of companies, add scale and extend our footprint into the northeast and midwest. This acquisition significantly increases our ability to provide outsourced engineering and other technical services to our customers and is consistent with our long-term growth strategy.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with 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, and 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. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies" included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012 for further information regarding our critical accounting policies and estimates.

Results of Operations

The following table sets forth selected statements of income data as approximate
percentages of revenues for the periods indicated:



                                            Three Months Ended           Six Months Ended
                                               December 31,                December 31,
                                            2012           2011          2012         2011
 Revenues:
 Core services                                 69.7 %        87.3 %        74.3 %       83.5 %
 Storm restoration services                    30.3 %        12.7 %        25.7 %       16.5 %

 Total                                        100.0 %       100.0 %       100.0 %      100.0 %
 Cost of operations                            78.4 %        85.2 %        81.4 %       85.7 %

 Gross profit                                  21.6 %        14.8 %        18.6 %       14.3 %
 General and administrative expenses            7.3 %         9.2 %         7.6 %        9.3 %
 Gain on sale of property and equipment         0.0 %         0.0 %         0.0 %        0.0 %

 Income from operations                        14.3 %         5.6 %        11.0 %        5.0 %
 Interest expense and other, net                0.6 %         0.8 %         0.8 %        1.4 %

 Income before income taxes                    13.7 %         4.8 %        10.2 %        3.6 %
 Income tax expense                             5.1 %         2.0 %         3.9 %        1.4 %

 Net income                                     8.6 %         2.8 %         6.3 %        2.2 %

Consolidated Three Months Ended December 31, 2012 Compared to Three Months Ended December 31, 2011

Revenues. Revenues increased 59%, or $101.7 million, to $273.7 million for the three months ended December 31, 2012 from $172.0 million for the three months ended December 31, 2011. The increase was attributable to a $61.1 million increase in storm-related revenues and a $40.6 million increase in core revenue. Our acquisition of UCS on July 2, 2012 provided $21.1 million in revenues ($16.7 core services and $4.4 storm assessment and inspection services) for the current quarter. In addition, growth areas included transmission construction including the SCE&G build out in South Carolina and renewable projects in California included in distribution and other revenue.

Our storm-related revenues are highly volatile and unpredictable. For the three months ended December 31, 2012, storm-related revenues totaled $83.0 million, which was primarily attributable to Hurricane Sandy and another severe storm event during the quarter. For the three months ended December 31, 2011, storm-related revenues totaled $21.9 million, which was primarily attributable to a large snow storm that occurred in the Northeast during November 2011.

Gross Profit. Gross profit increased 133%, or $33.8 million, to $59.2 million for the three months ended December 31, 2012 from $25.4 million for the three months ended December 31, 2011. Gross profit as a percentage of revenues increased to 21.6% for the three months ended December 31, 2012 from 14.8% for the same period in the prior year. Our gross profit was positively impacted by our higher storm-related revenues and improving margins in construction and engineering services.

General and Administrative Expenses. General and administrative expenses increased 25% to $19.9 million for the three months ended December 31, 2012 from $15.9 million for the three months ended December 31, 2011. As a percentage of revenues, general and administrative expenses decreased to 7.3% for the three months ended December 31, 2012 from 9.2% for the same period in the prior year. The increase in general and administrative expenses was primarily due to approximately $1.0 million of overhead costs related to UCS, which was acquired on July 2, 2012, $0.5 million in compensation, benefits, recruiting and travel to support geographic expansion and revenue growth, and $1.2 million for accrued incentive bonuses.

Interest Expense and Other, Net. Interest expense and other, net increased 46% to $1.9 million for the three months ended December 31, 2012 from $1.3 million for the three months ended December 31, 2011. The increase is attributable to additional interest expense from the $70.0 million in additional funds borrowed for the UCS acquisition. See Note 6 of the Notes to Condensed Consolidated Financial Statements for further information on our revolving credit facility.

Income Tax Expense. Income tax expense was $13.9 million and $3.4 million for the three months ended December 31, 2012 and 2011, respectively. Effective income tax rates of 37.1% and 40.8% for the three months ended December 31, 2012 and 2011, respectively, varied from the statutory federal income tax rate of 35% due to several factors, including changes in permanent differences primarily related to the Internal Revenue Code Section 199 deduction, and Internal Revenue Code Section 162(m) deduction limitations for compensation for fiscal 2013, and meals and entertainment, state income and gross margin taxes and the relative size of our consolidated income before income taxes.

Operating Results by Segment - Three Months Ended December 31, 2012 Compared to
Three Months Ended December 31, 2011

Construction



                                           Three Months Ended
                                              December 31,
                                           2012           2011         % Change
        Construction revenue             $   228.6       $ 162.7
        Intersegment eliminations             (0.2 )        (6.4 )

        Total revenues, net              $   228.4       $ 156.3            46.1 %
        Segment income from operations   $    38.3       $   9.1           320.9 %

Revenues. Construction revenues increased 46.1%, or $72.1 million, to $228.4 million for the three months ended December 31, 2012 from $156.3 million for the three months ended December 31, 2011.

The following table contains supplemental information on construction revenue and percentage changes by category for the periods indicated:

                                          Three Months Ended
                                             December 31,
           Category of Revenue             2012          2011        % Change
           Distribution and other       $    111.6      $ 103.5            7.8 %
           Transmission                       24.0         17.8           34.8 %
           Substation                         14.2         13.1            8.4 %

           Total core revenue                149.8        134.4           11.5 %
           Storm restoration services         78.6         21.9          258.9 %

           Total                        $    228.4      $ 156.3           46.1 %

• Transmission Revenues. Transmission revenues increased 34.8% from the prior year period. Our transmission project pipeline remains strong, but the timing of certain projects vary from period to period due to timing of work on significant projects. Transmission revenues were positively impacted by the SCE&G EPC project which commenced construction around January 2012.

• Substation Revenues. Substation revenues increased 8.4% from the prior year. Our substation services growth has benefited from our geographic expansion and incremental growth of Klondyke's services in this area.

Segment Income from Operations. Segment income from operations increased 320.9% to $38.3 million for the three months ended December 31, 2012 from $9.1 million for the three months ended December 31, 2011. Segment income from operations as a percentage of revenues increased to 16.8% for the three months ended December 31, 2012 from 5.8% for the same period in the prior year. Our segment income from operations was positively impacted by our higher storm restoration revenues and improving margins in core construction services.

All Other Operations



                                           Three Months Ended
                                              December 31,
                                            2012           2011        % Change
        All Other Operations revenue     $     55.7       $ 17.7
        Intersegment eliminations             (10.4 )       (2.0 )

        Total revenues, net              $     45.3       $ 15.7           188.5 %
        Segment income from operations   $      1.9       $  0.7           171.4 %

Revenues. All Other Operations revenues increased 188.5%, or $29.6 million, to $45.3 million for the three months ended December 31, 2012 from $15.7 million for the three months ended December 31, 2011. Engineering revenues were positively impacted by increased activity on the SCE&G EPC project which commenced construction around January 2012. Engineering revenues may fluctuate, especially on a quarterly basis, due to the timing of material procurement revenues. Material procurement services, if they are provided, are typically on our EPC projects that are administered by engineering and represent our lowest margin service. As a result, our segment income from operations will fluctuate due to material procurement associated with our EPC projects. The acquisition of UCS on July 2, 2012 contributed $21.1 million of revenue (including $4.4 million in storm assessment services) during the three months ended December 31, 2012.

Segment Income from Operations. Segment income from operations increased 171.4% to $1.9 million for the three months ended December 31, 2012 from $0.7 million for the three months ended December 31, 2011. Segment income from operations as a percentage of revenues decreased to 4.2% for the three months ended December 31, 2012 from 4.5% for the same period in the prior year. Our segment income from operations was positively impacted by the acquisition of UCS, which benefits from higher margin engineering services including storm assessment and inspection services. UCS does not provide material procurement services that lower overall margins. Significant material procurement services incurred primarily related to the SCE&G EPC project negatively impacted margins during the three months ended December 31, 2012.

Consolidated Six Months Ended December 31, 2012 Compared to Six Months Ended December 31, 2011

Revenues. Revenues increased 51%, or $174.5 million, to $518.3 million for the six months ended December 31, 2012 from $343.8 million for the six months ended December 31, 2011. The increase was attributable to a $76.5 million increase in storm-related revenues and a $98.0 million increase in core revenue. Our acquisition of UCS on July 2, 2012 provided $40.3 million in revenues ($32.7 core services and $7.6 storm assessment and inspection services) for the current six month period.

Our storm-related revenues are highly volatile and unpredictable. For the six months ended December 31, 2012, storm-related revenues totaled $133.2 million, which was primarily attributable to Hurricane Issac and Hurricane Sandy during the six month period. For the six months ended December 31, 2011, storm-related revenues totaled $56.7 million, which was primarily attributable to Hurricane Irene and a large snow storm that occurred in the Northeast during November 2011.

Gross Profit. Gross profit increased 95%, or $46.9 million, to $96.2 million for the six months ended December 31, 2012 from $49.3 million for the six months ended December 31, 2011. Gross profit as a percentage of revenues increased to 18.6% for the six months ended December 31, 2012 from 14.3% for the same period in the prior year. Our gross profit was positively impacted by our higher storm-related revenues and improving margins in construction and engineering services.

General and Administrative Expenses. General and administrative expenses increased 24% to $39.4 million for the six months ended December 31, 2012 from $31.9 million for the six months ended December 31, 2011. As a percentage of revenues, general and administrative expenses decreased to 7.6% for the six months ended December 31, 2012 from 9.3% for the same period in the prior year. The increase in general and administrative expenses was primarily due to approximately $1.9 million of overhead costs related to UCS, which was acquired on July 2, 2012, $2.4 million in compensation, benefits, recruiting and travel to support geographic expansion and revenue growth, $1.8 million for accrued incentive bonuses, and $0.5 million in severance.

Interest Expense and Other, Net. Interest expense and other, net decreased 17% to $4.0 million for the six months ended December 31, 2012 from $4.8 million for the six months ended December 31, 2011. The $4.8 million includes the write-off of approximately $1.7 million of unamortized deferred loan costs as additional interest expense related to our prior credit facility in August 2011. The decrease in deferred loan cost amortization was partially offset by an increase in interest expense from the $70.0 million in additional funds borrowed for the UCS acquisition. On June 27, 2012, we exercised the accordion feature of our revolving credit facility and entered into a commitment increase agreement with our lenders thereby increasing the lenders' commitments by $75.0 million from $200.0 million to $275.0 million. See Note 6 of the Notes to Condensed Consolidated Financial Statements for further information on our revolving credit facility.

Income Tax Expense. Income tax expense was $20.1 million and $5.0 million for the six months ended December 31, 2012 and 2011, respectively. Effective income tax rates of 38.0% and 39.8% for the six months ended December 31, 2012 and 2011, respectively, varied from the statutory federal income tax rate of 35% due to several factors, including changes in permanent differences primarily related to the Internal Revenue Code Section 199 deduction, and Internal Revenue Code
Section 162(m) deduction limitations for compensation for fiscal 2013, and meals and entertainment, state income and gross margin taxes and the relative size of our consolidated income before income taxes.

Operating Results by Segment - Six Months Ended December 31, 2012 Compared to
Six Months Ended December 31, 2011

Construction



                                            Six Months Ended
                                              December 31,
         Construction                       2012         2011         % Change
         Construction revenue             $  432.0      $ 318.7
         Intersegment eliminations            (0.2 )       (6.4 )

         Total revenues, net              $  431.8      $ 312.3            38.3 %
         Segment income from operations   $   54.9      $  17.7           210.2 %

Revenues. Construction revenues increased 38.3%, or $119.5 million, to $431.8 million for the six months ended December 31, 2012 from $312.3 million for the six months ended December 31, 2011.

The following table contains supplemental information on construction revenue and percentage changes by category for the periods indicated:

                                           Six Months Ended
                                             December 31,
            Category of Revenue            2012         2011        % Change
            Distribution and other       $   232.1     $ 200.5           15.8 %
            Transmission                      47.3        32.3           46.4 %
            Substation                        26.8        22.8           17.5 %

            Total core revenue               306.2       255.6           19.8 %
            Storm restoration services       125.6        56.7          121.5 %

            Total                        $   431.8     $ 312.3           38.3 %

• Distribution and Other Revenues. Our combined revenues for overhead and underground distribution services and other revenue increased 15.8% from the prior year period, primarily due to renewable projects in California and a general increase in demand for overhead distribution maintenance services for the six months ended December 31, 2012. We did experience some additional displacement in distribution revenue during the current six months ended due to the increased diversion of work crews to perform incremental storm services compared to the six months ended December 31, 2011. Our underground distribution services show a slight improvement compared to the prior period but continue to be significantly less than volumes prior to fiscal 2008.

• Transmission Revenues. Transmission revenues increased 46.4% from the prior year period. Our transmission project pipeline remains strong, but the timing of certain projects vary from period to period due to timing of work on significant projects. Transmission revenues were positively impacted by the SCE&G EPC project which commenced construction around January 2012.

• Substation Revenues. Substation revenues increased 17.5% from the prior year. Our substation services growth has benefited from our geographic expansion and incremental growth of Klondyke's services in this area.

Segment Income from Operations. Segment income from operations increased 210.2% to $54.9 million for the six months ended December 31, 2012 from $17.7 million for the six months ended December 31, 2011. Segment income from operations as a percentage of revenues increased to 12.7% for the six months ended December 31, 2012 from 5.7% for the same period in the prior year. Our segment income from operations was positively impacted by our higher storm restoration revenues and improving margins in core construction services. We also benefited from a mark-to-market adjustment on our diesel hedging program that provided a $1.5 million decrease in our cost of operations during the six months ended December 31, 2012. We were negatively impacted by the mark-to-market adjustment during the six months ended December 31, 2011 that caused a $1.1 million increase in our cost of operations for that period.

All Other Operations



                                             Six Months Ended
                                               December 31,
                                             2012          2011       % Change
          All Other Operations revenue     $   107.9      $ 33.5
          Intersegment eliminations            (21.4 )      (2.0 )

          Total revenues, net              $    86.5      $ 31.5          174.6 %
          Segment income from operations   $     4.0      $  0.1         3900.0 %

Revenues. All Other Operations revenues increased 174.6%, or $55.0 million, to $86.5 million for the six months ended December 31, 2012 from $31.5 million for the six months ended December 31, 2011. Engineering revenues were positively impacted by increased activity on the SCE&G EPC project which commenced construction around January 2012. Engineering revenues may fluctuate, especially on a quarterly basis, due to the timing of material procurement revenues. Material procurement services, if they are provided, are typically on our EPC projects that are administered by engineering and represent our lowest margin service. As a result, our segment income from operations will fluctuate due to material procurement associated with our EPC projects. The acquisition of UCS on July 2, 2012 contributed $40.3 million of revenue (including $7.6 million in storm assessment services) during the six months ended December 31, 2012.

Segment Income from Operations. Segment income from operations increased 3900.0% to $4.0 million for the six months ended December 31, 2012 from $0.1 million for the six months ended December 31, 2011. Segment income from operations as a percentage of revenues increased to 4.6% for the six months ended December 31, . . .