Supplemental Consolidating Financial Statements

6 Months Ended

Jan. 25, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure

Supplemental Consolidating Financial Statements

On January 25, 2014 and July 27, 2013, Dycom Investments, Inc. (the "Issuer") had outstanding an aggregate principal amount of $277.5 million of 2021 Notes. The 2021 Notes are guaranteed by Dycom Industries, Inc. (the "Parent") and substantially all of the Company's subsidiaries. Each guarantor and non-guarantor subsidiary is 100% owned, directly or indirectly, by the Issuer and the Parent. The 2021 Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary and Parent. The Indenture contains certain release provisions for the guarantor subsidiaries and the Parent. With respect to the guarantor subsidiaries, these provisions include release upon (i) the sale or other disposition of all or substantially all of the assets of a guarantor or a sale or other disposition of all of the capital stock of a guarantor, in each case, to a person that is not the Issuer, the Parent or a restricted subsidiary of the Parent, (ii) the designation of a restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) the legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, and (iv) the release of a guarantor of its guarantee of any credit facility. The Parent may not be released from its guarantee under any circumstances, except in the event of legal or covenant defeasance of the Notes or of satisfaction and discharge of the Indenture or pursuant to a provision of the Indenture which limits the Parent’s liability under its guarantee in order to prevent a fraudulent conveyance. 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.

The following consolidating financial statements present, in separate columns, financial information for (i) the Parent on a parent only basis, (ii) the Issuer, (iii) the guarantor subsidiaries 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.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) JANUARY 25, 2014
	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	—	$	—	$	15,212	$	1,132	$	—		$	16,344
Accounts receivable, net	—		—		230,775		844		—			231,619
Costs and estimated earnings in excess of billings	—		—		172,989		1,149		—			174,138
Inventories	—		—		43,426		—		—			43,426
Deferred tax assets, net	2,543		—		14,043		80		(332		)	16,334
Income taxes receivable	18,347		—		—		—		—			18,347
Other current assets	8,503		44		7,248		347		—			16,142
Total current assets	29,393		44		483,693		3,552		(332		)	516,350
PROPERTY AND EQUIPMENT, NET	16,402		—		172,637		14,600		—			203,639
GOODWILL	—		—		267,810		—		—			267,810
INTANGIBLE ASSETS, NET	—		—		115,243		—		—			115,243
DEFERRED TAX ASSETS, NET NON-CURRENT	59		—		4,122		839		(5,020		)	—
INVESTMENT IN SUBSIDIARIES	785,232		1,502,749		—		—		(2,287,981		)	—
INTERCOMPANY RECEIVABLES	—		—		681,310		—		(681,310		)	—
OTHER	8,554		5,976		2,087		235		—			16,852
TOTAL NON-CURRENT ASSETS	810,247		1,508,725		1,243,209		15,674		(2,974,311		)	603,544
TOTAL ASSETS	$	839,640	$	1,508,769	$	1,726,902	$	19,226	$	(2,974,643	)	$	1,119,894
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,607	$	—	$	49,046	$	662	$	—		$	52,315
Current portion of debt	9,375		—		—		—		—			9,375
Billings in excess of costs and estimated earnings	—		—		13,869		—		—			13,869
Accrued insurance claims	620		—		31,953		65		—			32,638
Deferred tax liabilities	—		155		150		27		(332		)	—
Other accrued liabilities	6,663		607		49,018		1,278		—			57,566
Total current liabilities	19,265		762		144,036		2,032		(332		)	165,763
LONG-TERM DEBT	135,375		280,926		—		—		—			416,301
ACCRUED INSURANCE CLAIMS	743		—		30,134		65		—			30,942
DEFERRED TAX LIABILITIES, NET NON-CURRENT	—		427		53,005		591		(5,020		)	49,003
INTERCOMPANY PAYABLES	229,350		441,422		—		10,538		(681,310		)	—
OTHER LIABILITIES	3,271		—		2,829		149		—			6,249
Total liabilities	388,004		723,537		230,004		13,375		(686,662		)	668,258
Total stockholders' equity	451,636		785,232		1,496,898		5,851		(2,287,981		)	451,636
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	839,640	$	1,508,769	$	1,726,902	$	19,226	$	(2,974,643	)	$	1,119,894

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 JANUARY 25, 2014
	Parent			Issuer			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations and Reclassifications		Dycom Consolidated
	(Dollars in thousands)
REVENUES:
Contract revenues	$	—		$	—		$	388,402	$	2,116		$	—	$	390,518
EXPENSES:
Costs of earned revenues, excluding depreciation and amortization	—			—			325,678		1,675			—		327,353
General and administrative	10,284			215			25,322		2,741			—		38,562
Depreciation and amortization	1,039			—			21,230		1,166			—		23,435
Intercompany charges (income), net	(13,130		)	—			13,271		(141		)	—		—
Total	(1,807		)	215			385,501		5,441			—		389,350
Interest expense, net	(1,807		)	(4,994		)	1		—			—		(6,800		)
Other income, net	—			—			630		(35		)	—		595
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS (LOSS) OF SUBSIDIARIES	—			(5,209		)	3,532		(3,360		)	—		(5,037		)
PROVISION (BENEFIT) FOR INCOME TAXES	—			(2,102		)	1,485		(1,353		)	—		(1,970		)
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS (LOSS) OF SUBSIDIARIES	—			(3,107		)	2,047		(2,007		)	—		(3,067		)
EQUITY IN EARNINGS (LOSS) OF SUBSIDIARIES	(3,067		)	40			—		—			3,027		—
NET INCOME (LOSS)	$	(3,067	)	$	(3,067	)	$	2,047	$	(2,007	)	$	3,027	$	(3,067	)
Foreign currency translation loss	(226		)	(226		)	—		(226		)	452		(226		)
COMPREHENSIVE INCOME (LOSS)	$	(3,293	)	$	(3,293	)	$	2,047	$	(2,233	)	$	3,479	$	(3,293	)

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 25, 2014
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
REVENUES:
Contract revenues	$	—		$	—		$	897,832		$	5,406		$	—		$	903,238
EXPENSES:
Costs of earned revenues, excluding depreciation and amortization	—			—			733,373			4,099			—			737,472
General and administrative	21,520			441			54,266			5,410			—			81,637
Depreciation and amortization	1,893			—			42,851			2,243			—			46,987
Intercompany charges (income), net	(27,106		)	—			27,380			(274		)	—			—
Total	(3,693		)	441			857,870			11,478			—			866,096
Interest expense, net	(3,696		)	(9,988		)	(2		)	—			—			(13,686		)
Other income, net	3			—			2,575			29			—			2,607
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(10,429		)	42,535			(6,043		)	—			26,063
PROVISION (BENEFIT) FOR INCOME TAXES	—			(4,189		)	17,085			(2,426		)	—			10,470
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(6,240		)	25,450			(3,617		)	—			15,593
EQUITY IN EARNINGS OF SUBSIDIARIES	15,593			21,833			—			—			(37,426		)	—
NET INCOME (LOSS)	$	15,593		$	15,593		$	25,450		$	(3,617	)	$	(37,426	)	$	15,593
Foreign currency translation loss	(286		)	(286		)	—			(286		)	572			(286		)
COMPREHENSIVE INCOME (LOSS)	$	15,307		$	15,307		$	25,450		$	(3,903	)	$	(36,854	)	$	15,307

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED JANUARY 26, 2013
	Parent			Issuer			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
REVENUES:
Contract revenues	$	—		$	—		$	366,797		$	2,529		$	—		$	369,326
EXPENSES:
Costs of earned revenues, excluding depreciation and amortization	—			—			299,106			2,410			—			301,516
General and administrative	14,900			148			21,279			2,500			—			38,827
Depreciation and amortization	639			—			18,969			1,211			—			20,819
Intercompany charges (income), net	(17,380		)	—			17,718			(338		)	—			—
Total	(1,841		)	148			357,072			5,783			—			361,162
Interest expense, net	(1,523		)	(4,224		)	(1		)	—			—			(5,748		)
Other income, net	(318		)	—			756			(10		)	—			428
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(4,372		)	10,480			(3,264		)	—			2,844
PROVISION (BENEFIT) FOR INCOME TAXES	—			(1,808		)	4,540			(1,351		)	—			1,381
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(2,564		)	5,940			(1,913		)	—			1,463
EQUITY IN EARNINGS OF SUBSIDIARIES	1,463			4,027			—			—			(5,490		)	—
NET INCOME (LOSS)	$	1,463		$	1,463		$	5,940		$	(1,913	)	$	(5,490	)	$	1,463
Foreign currency translation gain	11			11			—			11			(22		)	11
COMPREHENSIVE INCOME (LOSS)	$	1,474		$	1,474		$	5,940		$	(1,902	)	$	(5,512	)	$	1,474

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 26, 2013
	Parent			Issuer			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
REVENUES:
Contract revenues	$	—		$	—		$	685,822		$	6,791		$	—		$	692,613
EXPENSES:
Costs of earned revenues, excluding depreciation and amortization	—			—			552,650			5,932			—			558,582
General and administrative	23,309			295			38,895			5,153			—			67,652
Depreciation and amortization	1,380			—			32,255			2,495			—			36,130
Intercompany charges (income), net	(27,306		)	—			27,990			(684		)	—			—
Total	(2,617		)	295			651,790			12,896			—			662,364
Interest expense, net	(2,299		)	(7,644		)	(3		)	—			—			(9,946		)
Other income, net	(318		)	—			2,321			39			—			2,042
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(7,939		)	36,350			(6,066		)	—			22,345
PROVISION (BENEFIT) FOR INCOME TAXES	—			(3,205		)	14,676			(2,449		)	—			9,022
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(4,734		)	21,674			(3,617		)	—			13,323
EQUITY IN EARNINGS OF SUBSIDIARIES	13,323			18,057			—			—			(31,380		)	—
NET INCOME (LOSS)	$	13,323		$	13,323		$	21,674		$	(3,617	)	$	(31,380	)	$	13,323
Foreign currency translation gain	13			13			—			13			(26		)	13
COMPREHENSIVE INCOME (LOSS)	$	13,336		$	13,336		$	21,674		$	(3,604	)	$	(31,406	)	$	13,336

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 25, 2014
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(4,085	)	$	(6,135	)	$	79,911		$	(1,825	)	$	—		$	67,866
Cash flows from investing activities:
Capital expenditures	(3,351		)	—			(43,150		)	(2,739		)	—			(49,240		)
Proceeds from sale of assets	—			—			3,361			1,603			—			4,964
Return of capital from subsidiaries	—			683			—			—			(683		)	—
Investment in subsidiaries	—			(800		)	—			—			800			—
Changes in restricted cash	(305		)	—			—			—			—			(305		)
Net cash (used in) investing activities	(3,656		)	(117		)	(39,789		)	(1,136		)	117			(44,581		)
Cash flows from financing activities:
Proceeds from borrowings on senior Credit Agreement	221,000			—			—			—			—			221,000
Principal payments on senior Credit Agreement, including Term Loan	(247,125		)	—			—			—			—			(247,125		)
Repurchases of common stock	(9,999		)	—			—			—			—			(9,999		)
Exercise of stock options	11,869			—			—			—			—			11,869
Restricted stock tax withholdings	(3,590		)	—			—			—			—			(3,590		)
Excess tax benefit from share-based awards	2,297			—			—			—			—			2,297
Intercompany funding	33,289			6,252			(43,076		)	3,652			(117		)	—
Net cash (used in) provided by financing activities	7,741			6,252			(43,076		)	3,652			(117		)	(25,548		)
Net (decrease) increase in cash and equivalents	—			—			(2,954		)	691			—			(2,263		)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	—			—			18,166			441			—			18,607
CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	15,212		$	1,132		$	—		$	16,344

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 26, 2013
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(832	)	$	(4,200	)	$	96,059		$	214		$	—		$	91,241
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	—			—			(314,771		)	—			—			(314,771		)
Capital expenditures	(4,508		)	—			(22,275		)	(2,246		)	—			(29,029		)
Proceeds from sale of assets	—			—			2,798			47			—			2,845
Return of capital from (investment in) subsidiaries	—			1,816			—			—			(1,816		)	—
Changes in restricted cash	(31		)	—			—			—			—			(31		)
Net cash (used in) provided by investing activities	(4,539		)	1,816			(334,248		)	(2,199		)	(1,816		)	(340,986		)
Cash flows from financing activities:
Proceeds from issuance of 7.125% senior subordinated notes due 2021, (including $3.8 million premium)	—			93,825			—			—			—			93,825
Proceeds from borrowings on Senior Credit Agreement	180,500			—			—			—			—			180,500
Proceeds from Term Loan on Senior Credit Agreement	125,000			—			—			—			—			125,000
Principal payments on Senior Credit Agreement	(160,500		)	—			—			—			—			(160,500		)
Debt issuance costs	(4,128		)	(2,281		)	—			—			—			(6,409		)
Repurchases of common stock	(15,203		)	—			—			—			—			(15,203		)
Exercise of stock options and other	2,890			—			—			—			—			2,890
Restricted stock tax withholdings	(885		)	—			—			—			—			(885		)
Excess tax benefit from share-based awards	610			—			—			—			—			610
Principal payments on capital lease obligations	—			—			(74		)	—			—			(74		)
Intercompany funding	(122,913		)	(89,160		)	208,228			2,029			1,816			—
Net cash provided by (used in) financing activities	5,371			2,384			208,154			2,029			1,816			219,754
Net increase (decrease) in cash and equivalents	—			—			(30,035		)	44			—			(29,991		)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	—			—			51,563			1,018			—			52,581
CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	21,528		$	1,062		$	—		$	22,590