Supplemental Consolidating Financial Statements

3 Months Ended

Oct. 26, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure

Supplemental Consolidating Financial Statements

As of October 26, 2013 and July 27, 2013, the outstanding aggregate principal amount of the 2021 Notes was $277.5 million. The 2021 Notes were issued by Dycom Investments, Inc., a wholly-owned subsidiary of the Company. The following consolidating financial statements present, in separate columns, financial information for (i) Dycom Industries, Inc. ("Parent") on a parent only basis, (ii) Dycom Investments, Inc. (the "Issuer"), (iii) the guarantor subsidiaries for the 2021 Notes on a combined basis, (iv) other non-guarantor subsidiaries on a combined basis, (v) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (vi) the Company on a consolidated basis. The consolidating financial statements are presented in accordance with the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. Intercompany charges (income) between the Parent and subsidiaries are recognized in the consolidating financial statements during the period incurred and the settlement of intercompany balances is reflected in the consolidating statement of cash flows based on the nature of the underlying transactions.

Each guarantor and non-guarantor subsidiary is wholly-owned, directly or indirectly, by the Issuer and the Parent. The Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary and Parent. There are no contractual restrictions limiting transfers of cash from guarantor and non-guarantor subsidiaries to Issuer or Parent, within the meaning of Rule 3-10 of Regulation S-X.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) OCTOBER 26, 2013
	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	—	$	—	$	13,631	$	763	$	—		$	14,394
Accounts receivable, net	—		—		303,178		1,234		—			304,412
Costs and estimated earnings in excess of billings	—		—		218,997		2,113		—			221,110
Inventories	—		—		39,273		—		—			39,273
Deferred tax assets, net	2,434		—		16,573		96		(1,385		)	17,718
Income taxes receivable	2,231		—		—		—		—			2,231
Other current assets	8,446		55		7,189		502		—			16,192
Total current assets	13,111		55		598,841		4,708		(1,385		)	615,330
PROPERTY AND EQUIPMENT, NET	14,666		—		173,353		15,897		—			203,916
GOODWILL	—		—		267,810		—		—			267,810
INTANGIBLE ASSETS, NET	—		—		120,021		—		—			120,021
DEFERRED TAX ASSETS, NET NON-CURRENT	84		—		4,224		162		(4,470		)	—
INVESTMENT IN SUBSIDIARIES	788,300		1,494,353		—		—		(2,282,653		)	—
INTERCOMPANY RECEIVABLES	—		—		571,013		—		(571,013		)	—
OTHER	8,883		6,153		2,073		90		—			17,199
TOTAL NON-CURRENT ASSETS	811,933		1,500,506		1,138,494		16,149		(2,858,136		)	608,946
TOTAL ASSETS	$	825,044	$	1,500,561	$	1,737,335	$	20,857	$	(2,859,521	)	$	1,224,276
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	3,639	$	—	$	64,623	$	664	$	—		$	68,926
Current portion of debt	8,594		—		—		—		—			8,594
Billings in excess of costs and estimated earnings	—		—		13,347		—		—			13,347
Accrued insurance claims	618		—		30,829		81		—			31,528
Deferred tax liabilities	—		155		89		1,141		(1,385		)	—
Other accrued liabilities	15,986		5,560		56,596		1,311		—			79,453
Total current liabilities	28,837		5,715		165,484		3,197		(1,385		)	201,848
LONG-TERM DEBT	194,719		281,016		—		—		—			475,735
ACCRUED INSURANCE CLAIMS	738		—		29,290		86		—			30,114
DEFERRED TAX LIABILITIES, NET NON-CURRENT	—		427		53,119		527		(4,470		)	49,603
INTERCOMPANY PAYABLES	136,610		425,103		—		9,300		(571,013		)	—
OTHER LIABILITIES	3,156		—		2,832		4		—			5,992
Total liabilities	364,060		712,261		250,725		13,114		(576,868		)	763,292
Total stockholders' equity	460,984		788,300		1,486,610		7,743		(2,282,653		)	460,984
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	825,044	$	1,500,561	$	1,737,335	$	20,857	$	(2,859,521	)	$	1,224,276

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET JULY 27, 2013
	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	—	$	—	$	18,166	$	441	$	—		$	18,607
Accounts receivable, net	—		—		249,533		2,669		—			252,202
Costs and estimated earnings in excess of billings	—		—		202,651		1,698		—			204,349
Inventories	—		—		35,999		—		—			35,999
Deferred tax assets, net	2,285		—		15,873		121		(1,426		)	16,853
Income taxes receivable	2,516		—		—		—		—			2,516
Other current assets	2,563		10		7,583		452		—			10,608
Total current assets	7,364		10		529,805		5,381		(1,426		)	541,134
PROPERTY AND EQUIPMENT, NET	13,779		—		173,254		15,670		—			202,703
GOODWILL	—		—		267,810		—		—			267,810
INTANGIBLE ASSETS, NET	—		—		125,275		—		—			125,275
DEFERRED TAX ASSETS, NET NON-CURRENT	691		—		4,104		66		(4,861		)	—
INVESTMENT IN SUBSIDIARIES	769,639		1,472,559		—		—		(2,242,198		)	—
INTERCOMPANY RECEIVABLES	—		—		618,524		—		(618,524		)	—
OTHER	8,739		6,331		2,133		83		—			17,286
TOTAL NON-CURRENT ASSETS	792,848		1,478,890		1,191,100		15,819		(2,865,583		)	613,074
TOTAL ASSETS	$	800,212	$	1,478,900	$	1,720,905	$	21,200	$	(2,867,009	)	$	1,154,208
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,042	$	—	$	75,012	$	900	$	—		$	77,954
Current portion of debt	7,813		—		—		—		—			7,813
Billings in excess of costs and estimated earnings	—		—		13,788		—		—			13,788
Accrued insurance claims	619		—		28,342		108		—			29,069
Deferred tax liabilities	—		155		140		1,131		(1,426		)	—
Other accrued liabilities	9,151		1,321		59,374		1,345		—			71,191
Total current liabilities	19,625		1,476		176,656		3,484		(1,426		)	199,815
LONG-TERM DEBT	163,062		281,107		—		—		—			444,169
ACCRUED INSURANCE CLAIMS	726		—		26,426		98		—			27,250
DEFERRED TAX LIABILITIES, NET NON-CURRENT	—		427		52,436		610		(4,861		)	48,612
INTERCOMPANY PAYABLES	185,296		426,251		—		6,977		(618,524		)	—
OTHER LIABILITIES	3,142		—		2,855		4		—			6,001
Total liabilities	371,851		709,261		258,373		11,173		(624,811		)	725,847
Total stockholders' equity	428,361		769,639		1,462,532		10,027		(2,242,198		)	428,361
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	800,212	$	1,478,900	$	1,720,905	$	21,200	$	(2,867,009	)	$	1,154,208

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 26, 2013
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
REVENUES:
Contract revenues	$	—		$	—		$	509,430		$	3,290		$	—		$	512,720
EXPENSES:
Costs of earned revenues, excluding depreciation and amortization	—			—			407,695			2,424			—			410,119
General and administrative	11,237			226			28,945			2,667			—			43,075
Depreciation and amortization	854			—			21,621			1,077			—			23,552
Intercompany charges (income), net	(13,976		)	—			14,110			(134		)	—			—
Total	(1,885		)	226			472,371			6,034			—			476,746
Interest expense, net	(1,888		)	(4,994		)	(4		)	—			—			(6,886		)
Other income, net	3			—			1,945			64			—			2,012
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(5,220		)	39,000			(2,680		)	—			31,100
PROVISION (BENEFIT) FOR INCOME TAXES	—			(2,087		)	15,600			(1,073		)	—			12,440
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(3,133		)	23,400			(1,607		)	—			18,660
EQUITY IN EARNINGS OF SUBSIDIARIES	18,660			21,793			—			—			(40,453		)	—
NET INCOME (LOSS)	$	18,660		$	18,660		$	23,400		$	(1,607	)	$	(40,453	)	$	18,660
Foreign currency translation loss	(60		)	(60		)	—			(60		)	120			(60		)
COMPREHENSIVE INCOME (LOSS)	$	18,600		$	18,600		$	23,400		$	(1,667	)	$	(40,333	)	$	18,600

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 27, 2012
	Parent			Issuer			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
REVENUES:
Contract revenues	$	—		$	—		$	319,025		$	4,261		$	—		$	323,286
EXPENSES:
Costs of earned revenues, excluding depreciation and amortization	—			—			253,544			3,522			—			257,066
General and administrative	8,409			146			17,616			2,653			—			28,824
Depreciation and amortization	740			—			13,286			1,285			—			15,311
Intercompany charges (income), net	(9,925		)	—			10,272			(347		)	—			—
Total	(776		)	146			294,718			7,113			—			301,201
Interest income (expense), net	(776		)	(3,420		)	(1		)	—			—			(4,197		)
Other income, net	—			—			1,565			49			—			1,614
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(3,566		)	25,871			(2,803		)	—			19,502
PROVISION (BENEFIT) FOR INCOME TAXES	—			(1,397		)	10,136			(1,098		)	—			7,641
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(2,169		)	15,735			(1,705		)	—			11,861
EQUITY IN EARNINGS OF SUBSIDIARIES	11,861			14,030			—			—			(25,891		)	—
NET INCOME (LOSS)	$	11,861		$	11,861		$	15,735		$	(1,705	)	$	(25,891	)	$	11,861
Foreign currency translation gain	2			2			—			2			(4		)	2
COMPREHENSIVE INCOME (LOSS)	$	11,863		$	11,863		$	15,735		$	(1,703	)	$	(25,895	)	$	11,863

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 26, 2013
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications		Dycom Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities	$	(2,905	)	$	1,835		$	(17,351	)	$	(272	)	$	—	$	(18,693	)
Cash flows from investing activities:
Capital expenditures	(1,680		)	—			(27,042		)	(1,566		)	—		(30,288		)
Proceeds from sale of assets	—			—			2,422			43			—		2,465
Changes in restricted cash	(305		)	—			—			—			—		(305		)
Net cash (used in) investing activities	(1,985		)	—			(24,620		)	(1,523		)	—		(28,128		)
Cash flows from financing activities:
Proceeds from borrowings on senior Credit Agreement	164,000			—			—			—			—		164,000
Principal payments on senior Credit Agreement, including Term Loan	(131,563		)	—			—			—			—		(131,563		)
Exercise of stock options	10,124			—			—			—			—		10,124
Restricted stock tax withholdings	(609		)	—			—			—			—		(609		)
Excess tax benefit from share-based awards	656			—			—			—			—		656
Intercompany funding	(37,718		)	(1,835		)	37,436			2,117			—		—
Net cash provided by (used in) financing activities	4,890			(1,835		)	37,436			2,117			—		42,608
Net (decrease) increase in cash and equivalents	—			—			(4,535		)	322			—		(4,213		)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	—			—			18,166			441			—		18,607
CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	13,631		$	763		$	—	$	14,394

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 27, 2012
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications		Dycom Consolidated
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(2,961	)	$	1,260		$	30,527		$	(1,110	)	$	—	$	27,716
Cash flows from investing activities:
Capital expenditures	(2,026		)	—			(9,196		)	(1,301		)	—		(12,523		)
Proceeds from sale of assets	—			—			1,958			48			—		2,006
Net cash used in investing activities	(2,026		)	—			(7,238		)	(1,253		)	—		(10,517		)
Cash flows from financing activities:
Repurchases of common stock	(15,203		)	—			—			—			—		(15,203		)
Exercise of stock options and other	166			—			—			—			—		166
Restricted stock tax withholdings	(62		)	—			—			—			—		(62		)
Excess tax benefit from share-based awards	64			—			—			—			—		64
Principal payments on capital lease obligations	—			—			(19		)	—			—		(19		)
Intercompany funding	20,022			(1,260		)	(20,737		)	1,975			—		—
Net cash provided by (used in) financing activities	4,987			(1,260		)	(20,756		)	1,975			—		(15,054		)
Net increase (decrease) in cash and equivalents	—			—			2,533			(388		)	—		2,145
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	—			—			51,563			1,018			—		52,581
CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	54,096		$	630		$	—	$	54,726