Supplemental Consolidating Financial Statements

3 Months Ended

Oct. 25, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Consolidating Financial Statements

Supplemental Consolidating Financial Statements

On October 25, 2014 and July 26, 2014, 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)  OCTOBER 25, 2014
	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	—	$	—	$	15,801	$	658	$	—		$	16,459
Accounts receivable, net	—		—		293,310		3,522		—			296,832
Costs and estimated earnings in excess of billings	—		—		255,062		1,889		—			256,951
Inventories	—		—		47,003		—		—			47,003
Deferred tax assets, net	4,001		—		17,017		177		(173		)	21,022
Other current assets	7,434		2		6,605		426		—			14,467
Total current assets	11,435		2		634,798		6,672		(173		)	652,734
PROPERTY AND EQUIPMENT, NET	17,743		—		170,707		17,689		—			206,139
GOODWILL	—		—		269,465		—		—			269,465
INTANGIBLE ASSETS, NET	—		—		117,226		598		—			117,824
DEFERRED TAX ASSETS, NET NON-CURRENT	403		—		4,294		35		(4,732		)	—
INVESTMENT IN SUBSIDIARIES	830,423		1,565,469		1,681		—		(2,397,573		)	—
INTERCOMPANY RECEIVABLES	—		—		612,828		—		(612,828		)	—
OTHER	7,967		5,465		2,420		143		—			15,995
TOTAL NON-CURRENT ASSETS	856,536		1,570,934		1,178,621		18,465		(3,015,133		)	609,423
TOTAL ASSETS	$	867,971	$	1,570,936	$	1,813,419	$	25,137	$	(3,015,306	)	$	1,262,157
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,159	$	—	$	63,901	$	1,362	$	—		$	66,422
Current portion of debt	11,719		—		—		—		—			11,719
Billings in excess of costs and estimated earnings	—		—		14,027		—		—			14,027
Accrued insurance claims	565		—		32,900		60		—			33,525
Deferred tax liabilities	—		80		64		29		(173		)	—
Other accrued liabilities	20,437		5,492		58,909		2,067		—			86,905
Total current liabilities	33,880		5,572		169,801		3,518		(173		)	212,598
LONG-TERM DEBT	175,000		280,640		—		—		—			455,640
ACCRUED INSURANCE CLAIMS	707		—		35,424		58		—			36,189
DEFERRED TAX LIABILITIES, NET NON-CURRENT	—		432		46,865		453		(4,732		)	43,018
INTERCOMPANY PAYABLES	145,716		453,869		—		13,243		(612,828		)	—
OTHER LIABILITIES	3,167		—		2,039		5		—			5,211
Total liabilities	358,470		740,513		254,129		17,277		(617,733		)	752,656
Total stockholders' equity	509,501		830,423		1,559,290		7,860		(2,397,573		)	509,501
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	867,971	$	1,570,936	$	1,813,419	$	25,137	$	(3,015,306	)	$	1,262,157

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET JULY 26, 2014
	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	—	$	—	$	19,739	$	933	$	—		$	20,672
Accounts receivable, net	—		—		269,760		2,981		—			272,741
Costs and estimated earnings in excess of billings	—		—		228,541		2,028		—			230,569
Inventories	—		—		49,095		—		—			49,095
Deferred tax assets, net	3,822		—		16,193		87		(170		)	19,932
Other current assets	4,956		16		7,237		518		—			12,727
Total current assets	8,778		16		590,565		6,547		(170		)	605,736
PROPERTY AND EQUIPMENT, NET	18,108		—		171,158		16,147		—			205,413
GOODWILL	—		—		269,088		—		—			269,088
INTANGIBLE ASSETS, NET	—		—		115,483		633		—			116,116
DEFERRED TAX ASSETS, NET NON-CURRENT	182		—		3,884		15		(4,081		)	—
INVESTMENT IN SUBSIDIARIES	809,617		1,540,338		1,621		—		(2,351,576		)	—
INTERCOMPANY RECEIVABLES	—		—		628,443		—		(628,443		)	—
OTHER	7,748		5,636		2,466		151		—			16,001
TOTAL NON-CURRENT ASSETS	835,655		1,545,974		1,192,143		16,946		(2,984,100		)	606,618
TOTAL ASSETS	$	844,433	$	1,545,990	$	1,782,708	$	23,493	$	(2,984,270	)	$	1,212,354
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	3,083	$	—	$	58,970	$	1,265	$	—		$	63,318
Current portion of debt	10,938		—		—		—		—			10,938
Billings in excess of costs and estimated earnings	—		—		13,882		—		—			13,882
Accrued insurance claims	612		—		31,599		49		—			32,260
Deferred tax liabilities	—		80		66		24		(170		)	—
Other accrued liabilities	12,668		566		61,284		1,616		—			76,134
Total current liabilities	27,301		646		165,801		2,954		(170		)	196,532
LONG-TERM DEBT	166,125		280,738		—		—		—			446,863
ACCRUED INSURANCE CLAIMS	778		—		32,959		45		—			33,782
DEFERRED TAX LIABILITIES, NET NON-CURRENT	—		432		48,593		417		(4,081		)	45,361
INTERCOMPANY PAYABLES	162,127		454,557		—		11,759		(628,443		)	—
OTHER LIABILITIES	3,168		—		1,711		3		—			4,882
Total liabilities	359,499		736,373		249,064		15,178		(632,694		)	727,420
Total stockholders' equity	484,934		809,617		1,533,644		8,315		(2,351,576		)	484,934
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	844,433	$	1,545,990	$	1,782,708	$	23,493	$	(2,984,270	)	$	1,212,354

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 26, 2013 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Dycom Consolidated
Contract revenues	$	—		$	—		$	509,430		$	3,290		$	—		$	512,720
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		)	—			—
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, net of tax	(60		)	(60		)	—			(60		)	120			(60		)
COMPREHENSIVE INCOME (LOSS)	$	18,600		$	18,600		$	23,400		$	(1,667	)	$	(40,333	)	$	18,600

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 25, 2014 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantor			Non- Guarantor Subsidiaries			Elim-inations			Dycom Consolidated
Net cash provided by (used in) operating activities	$	(5,233	)	$	1,924		$	14,666		$	(452	)	$	—		$	10,905
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	—			—			(8,371		)	—			—			(8,371		)
Capital expenditures	(1,597		)	—			(14,861		)	(1,570		)	—			(18,028		)
Proceeds from sale of assets	—			—			1,698			—			—			1,698
Return of capital from subsidiaries	—			891			—			—			(891		)	—
Investment in subsidiaries	—			(2,125		)	(200		)	—			2,325			—
Changes in restricted cash	(541		)	—			—			—			—			(541		)
Net cash used in investing activities	(2,138		)	(1,234		)	(21,734		)	(1,570		)	1,434			(25,242		)
Cash flows from financing activities:
Borrowings on senior Credit Agreement	132,000			—			—			—			—			132,000
Principal payments on senior Credit Agreement	(122,344		)	—			—			—			—			(122,344		)
Exercise of stock options	567			—			—			—			—			567
Restricted stock tax withholdings	(309		)	—			—			—			—			(309		)
Excess tax benefit from share-based awards	210			—			—			—			—			210
Intercompany funding	(2,753		)	(690		)	3,130			1,747			(1,434		)	—
Net cash provided by (used in) financing activities	7,371			(690		)	3,130			1,747			(1,434		)	10,124
Net decrease in cash and equivalents	—			—			(3,938		)	(275		)	—			(4,213		)
CASH AT BEGINNING OF PERIOD	—			—			19,739			933			—			20,672
CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	15,801		$	658		$	—		$	16,459

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 26, 2013 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantor			Non- Guarantor Subsidiaries			Elim-inations		Dycom Consolidated
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:
Borrowings on senior Credit Agreement	164,000			—			—			—			—		164,000
Principal payments on senior Credit Agreement	(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 AT BEGINNING OF PERIOD	—			—			18,166			441			—		18,607
CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	13,631		$	763		$	—	$	14,394