Supplemental Consolidating Financial Statements

9 Months Ended

Apr. 26, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure

Supplemental Consolidating Financial Statements

On April 26, 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.

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) APRIL 26, 2014 (Dollars in thousands)
	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Dycom Consolidated
ASSETS
Cash and equivalents	$	—	$	—	$	18,009	$	713	$	—		$	18,722
Accounts receivable, net	—		—		231,574		1,702		—			233,276
Costs and estimated earnings in excess of billings	—		—		197,150		1,431		—			198,581
Inventories	—		—		42,512		—		—			42,512
Deferred tax assets, net	2,993		—		14,386		91		(314		)	17,156
Income taxes receivable	12,287		—		—		—		—			12,287
Other current assets	5,995		33		12,137		491		—			18,656
Total current assets	21,275		33		515,768		4,428		(314		)	541,190
PROPERTY AND EQUIPMENT, NET	17,696		—		173,061		14,946		—			205,703
GOODWILL	—		—		267,810		—		—			267,810
INTANGIBLE ASSETS, NET	—		—		111,151		668		—			111,819
DEFERRED TAX ASSETS, NET NON-CURRENT	240		—		4,042		211		(4,493		)	—
INVESTMENT IN SUBSIDIARIES	793,127		1,518,317		954		—		(2,312,398		)	—
INTERCOMPANY RECEIVABLES	—		—		680,660		—		(680,660		)	—
OTHER	8,165		5,800		2,114		175		—			16,254
TOTAL NON-CURRENT ASSETS	819,228		1,524,117		1,239,792		16,000		(2,997,551		)	601,586
TOTAL ASSETS	$	840,503	$	1,524,150	$	1,755,560	$	20,428	$	(2,997,865	)	$	1,142,776
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	2,953	$	—	$	59,103	$	929	$	—		$	62,985
Current portion of debt	10,156		—		—		—		—			10,156
Billings in excess of costs and estimated earnings	—		—		13,401		—		—			13,401
Accrued insurance claims	634		—		31,865		68		—			32,567
Deferred tax liabilities	—		155		131		28		(314		)	—
Other accrued liabilities	7,390		5,525		55,034		1,809		—			69,758
Total current liabilities	21,133		5,680		159,534		2,834		(314		)	188,867
LONG-TERM DEBT	122,250		280,832		—		—		—			403,082
ACCRUED INSURANCE CLAIMS	750		—		31,210		67		—			32,027
DEFERRED TAX LIABILITIES, NET NON-CURRENT	—		427		51,342		639		(4,493		)	47,915
INTERCOMPANY PAYABLES	228,239		444,084		—		8,337		(680,660		)	—
OTHER LIABILITIES	3,206		—		2,753		1		—			5,960
Total liabilities	375,578		731,023		244,839		11,878		(685,467		)	677,851
Total stockholders' equity	464,925		793,127		1,510,721		8,550		(2,312,398		)	464,925
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	840,503	$	1,524,150	$	1,755,560	$	20,428	$	(2,997,865	)	$	1,142,776

CONDENSED CONSOLIDATED BALANCE SHEET JULY 27, 2013 (Dollars in thousands)
	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations and Reclassifications			Dycom Consolidated
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
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

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED APRIL 26, 2014 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations			Dycom Consolidated
Contract revenues	$	—		$	—		$	423,853	$	2,431		$	—		$	426,284
Costs of earned revenues, excluding depreciation and amortization	—			—			348,602		1,750			—			350,352
General and administrative	9,878			211			26,308		2,765			—			39,162
Depreciation and amortization	1,164			—			20,506		1,056			—			22,726
Intercompany charges (income), net	(12,608		)	—			12,669		(61		)	—			—
Interest expense, net	(1,566		)	(4,997		)	—		—			—			(6,563		)
Other income, net	—			—			5,554		39			—			5,593
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS (LOSS) OF SUBSIDIARIES	—			(5,208		)	21,322		(3,040		)	—			13,074
PROVISION (BENEFIT) FOR INCOME TAXES	—			(2,063		)	8,447		(1,205		)	—			5,179
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS (LOSS) OF SUBSIDIARIES	—			(3,145		)	12,875		(1,835		)	—			7,895
EQUITY IN EARNINGS (LOSS) OF SUBSIDIARIES	7,895			11,040			70		—			(19,005		)	—
NET INCOME (LOSS)	$	7,895		$	7,895		$	12,945	$	(1,835	)	$	(19,005	)	$	7,895
Foreign currency translation loss	(46		)	(46		)	—		(46		)	92			(46		)
COMPREHENSIVE INCOME (LOSS)	$	7,849		$	7,849		$	12,945	$	(1,881	)	$	(18,913	)	$	7,849

FOR THE NINE MONTHS ENDED APRIL 26, 2014 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Dycom Consolidated
Contract revenues	$	—		$	—		$	1,321,684		$	7,838		$	—		$	1,329,522
Costs of earned revenues, excluding depreciation and amortization	—			—			1,081,975			5,849			—			1,087,824
General and administrative	31,398			651			80,574			8,176			—			120,799
Depreciation and amortization	3,058			—			63,357			3,298			—			69,713
Intercompany charges (income), net	(39,713		)	—			40,049			(336		)	—			—
Interest expense, net	(5,260		)	(14,985		)	(4		)	—			—			(20,249		)
Other income, net	3			—			8,130			67			—			8,200
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(15,636		)	63,855			(9,082		)	—			39,137
PROVISION (BENEFIT) FOR INCOME TAXES	—			(6,252		)	25,533			(3,632		)	—			15,649
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(9,384		)	38,322			(5,450		)	—			23,488
EQUITY IN EARNINGS OF SUBSIDIARIES	23,488			32,872			70			—			(56,430		)	—
NET INCOME (LOSS)	$	23,488		$	23,488		$	38,392		$	(5,450	)	$	(56,430	)	$	23,488
Foreign currency translation loss	(332		)	(332		)	—			(332		)	664			(332		)
COMPREHENSIVE INCOME (LOSS)	$	23,156		$	23,156		$	38,392		$	(5,782	)	$	(55,766	)	$	23,156

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED APRIL 27, 2013 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Dycom Consolidated
Contract revenues	$	—		$	—		$	434,595		$	2,772		$	—		$	437,367
Costs of earned revenues, excluding depreciation and amortization	—			—			355,231			2,433			—			357,664
General and administrative	10,195			147			24,597			3,266			—			38,205
Depreciation and amortization	754			—			22,538			1,239			—			24,531
Intercompany charges (income), net	(12,592		)	—			12,981			(389		)	—			—
Interest expense, net	(1,643		)	(4,963		)	(31		)	—			—			(6,637		)
Other income, net	—			—			1,489			(12		)	—			1,477
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(5,110		)	20,706			(3,789		)	—			11,807
PROVISION (BENEFIT) FOR INCOME TAXES	—			(2,002		)	8,095			(1,485		)	—			4,608
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(3,108		)	12,611			(2,304		)	—			7,199
EQUITY IN EARNINGS OF SUBSIDIARIES	7,199			10,307			—			—			(17,506		)	—
NET INCOME (LOSS)	$	7,199		$	7,199		$	12,611		$	(2,304	)	$	(17,506	)	$	7,199
Foreign currency translation loss	(21		)	(21		)	—			(21		)	42			(21		)
COMPREHENSIVE INCOME (LOSS)	$	7,178		$	7,178		$	12,611		$	(2,325	)	$	(17,464	)	$	7,178

FOR THE NINE MONTHS ENDED APRIL 27, 2013 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Dycom Consolidated
Contract revenues	$	—		$	—		$	1,120,417		$	9,563		$	—		$	1,129,980
Costs of earned revenues, excluding depreciation and amortization	—			—			907,881			8,366			—			916,247
General and administrative	33,504			442			63,492			8,419			—			105,857
Depreciation and amortization	2,134			—			54,793			3,733			—			60,660
Intercompany charges (income), net	(39,897		)	—			40,971			(1,074		)	—			—
Interest expense, net	(3,941		)	(12,607		)	(34		)	—			—			(16,582		)
Other income, net	(318		)	—			3,810			27			—			3,519
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(13,049		)	57,056			(9,854		)	—			34,153
PROVISION (BENEFIT) FOR INCOME TAXES	—			(5,208		)	22,772			(3,933		)	—			13,631
NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(7,841		)	34,284			(5,921		)	—			20,522
EQUITY IN EARNINGS OF SUBSIDIARIES	20,522			28,363			—			—			(48,885		)	—
NET INCOME (LOSS)	$	20,522		$	20,522		$	34,284		$	(5,921	)	$	(48,885	)	$	20,522
Foreign currency translation gain	(8		)	(8		)	—			(8		)	16			(8		)
COMPREHENSIVE INCOME (LOSS)	$	20,514		$	20,514		$	34,284		$	(5,929	)	$	(48,869	)	$	20,514

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED APRIL 26, 2014 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Elim- inations			Dycom Consolidated
Net cash provided by (used in) operating activities	$	2,007		$	(4,261	)	$	102,153		$	(2,408	)	$	—		$	97,491
Cash flows from investing activities:
Cash paid for acquisition, net of cash acquired	—			—			—			(700		)	—			(700		)
Capital expenditures	(6,901		)	—			(59,504		)	(4,180		)	—			(70,585		)
Proceeds from sale of assets	—			—			7,813			1,612			—			9,425
Return of capital from subsidiaries	—			683			—			—			(683		)	—
Investment in subsidiaries	—			(4,635		)	(185		)	—			4,820			—
Changes in restricted cash	(305		)	—			—			—			—			(305		)
Net cash used in investing activities	(7,206		)	(3,952		)	(51,876		)	(3,268		)	4,137			(62,165		)
Cash flows from financing activities:
Proceeds from borrowings on Credit Agreement	337,000			—			—			—			—			337,000
Principal payments on Credit Agreement	(375,469		)	—			—			—			—			(375,469		)
Repurchases of common stock	(9,999		)	—			—			—			—			(9,999		)
Exercise of stock options	14,010			—			—			—			—			14,010
Restricted stock tax withholdings	(3,590		)	—			—			—			—			(3,590		)
Excess tax benefit from share-based awards	2,837			—			—			—			—			2,837
Intercompany funding	40,410			8,213			(50,434		)	5,948			(4,137		)	—
Net cash (used in) provided by financing activities	5,199			8,213			(50,434		)	5,948			(4,137		)	(35,211		)
Net increase (decrease) in cash and equivalents	—			—			(157		)	272			—			115
CASH AT BEGINNING OF PERIOD	—			—			18,166			441			—			18,607
CASH AT END OF PERIOD	$	—		$	—		$	18,009		$	713		$	—		$	18,722

FOR THE NINE MONTHS ENDEDAPRIL 27, 2013 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Elim- inations			Dycom Consolidated
Net cash provided by (used in) operating activities	$	1,715		$	(2,198	)	$	93,601		$	(1,791	)	$	—		$	91,327
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	—			—			(318,984		)	—			—			(318,984		)
Capital expenditures	(6,992		)	—			(35,165		)	(3,586		)	—			(45,743		)
Proceeds from sale of assets	—			—			4,412			55			—			4,467
Return of capital from subsidiaries	—			1,816			—			—			(1,816		)	—
Investment in subsidiaries	—			(400		)	—			—			400			—
Changes in restricted cash	(31		)	—			—			—			—			(31		)
Net cash (used in) provided by investing activities	(7,023		)	1,416			(349,737		)	(3,531		)	(1,416		)	(360,291		)
Cash flows from financing activities:
Proceeds from issuance of 7.125% senior notes	—			93,825			—			—			—			93,825
Proceeds from Term Loan	125,000			—			—			—			—			125,000
Proceeds from borrowings on Credit Agreement	310,500			—			—			—			—			310,500
Principal payments on Credit Agreement	(276,063		)	—			—			—			—			(276,063		)
Debt issuance costs	(4,158		)	(2,581		)	—			—			—			(6,739		)
Repurchases of common stock	(15,203		)	—			—			—			—			(15,203		)
Exercise of stock options and other	3,511			—			—			—			—			3,511
Restricted stock tax withholdings	(885		)	—			—			—			—			(885		)
Excess tax benefit from share-based awards	758			—			—			—			—			758
Principal payments on capital lease obligations	—			—			(74		)	—			—			(74		)
Intercompany funding	(138,152		)	(90,462		)	222,278			4,920			1,416			—
Net cash provided by financing activities	5,308			782			222,204			4,920			1,416			234,630
Net decrease in cash and equivalents	—			—			(33,932		)	(402		)	—			(34,334		)
CASH AT BEGINNING OF PERIOD	—			—			51,563			1,018			—			52,581
CASH AT END OF PERIOD	$	—		$	—		$	17,631		$	616		$	—		$	18,247