Supplemental Consolidating Financial Statements

6 Months Ended

Jan. 24, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Consolidating Financial Statements

Supplemental Consolidating Financial Statements

On January 24, 2015 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)  JANUARY 24, 2015
	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and equivalents	$	—	$	—	$	17,080	$	1,348	$	—		$	18,428
Accounts receivable, net	—		—		265,297		1,989		—			267,286
Costs and estimated earnings in excess of billings	—		—		210,921		1,393		—			212,314
Inventories	—		—		43,768		—		—			43,768
Deferred tax assets, net	3,602		—		15,228		71		(169		)	18,732
Other current assets	17,012		42		6,503		280		—			23,837
Total current assets	20,614		42		558,797		5,081		(169		)	584,365
Property and equipment, net	18,678		—		170,150		18,320		—			207,148
Goodwill	—		—		269,465		—		—			269,465
Intangible assets, net	—		—		113,596		577		—			114,173
Deferred tax assets, net non-current	705		—		3,618		—		(4,323		)	—
Investment in subsidiaries	839,856		1,595,469		1,566		—		(2,436,891		)	—
Intercompany receivables	—		—		708,222		—		(708,222		)	—
Other	10,625		5,295		2,315		147		—			18,382
Total non-current assets	869,864		1,600,764		1,268,932		19,044		(3,149,436		)	609,168
Total assets	$	890,478	$	1,600,806	$	1,827,729	$	24,125	$	(3,149,605	)	$	1,193,533
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	977	$	—	$	49,926	$	1,211	$	—		$	52,114
Current portion of debt	12,500		—		—		—		—			12,500
Billings in excess of costs and estimated earnings	—		—		16,422		—		—			16,422
Accrued insurance claims	162		—		33,973		50		—			34,185
Deferred tax liabilities	—		80		36		53		(169		)	—
Other accrued liabilities	8,203		532		52,752		1,504		—			62,991
Total current liabilities	21,842		612		153,109		2,818		(169		)	178,212
Long-term debt	140,875		280,543		—		—		—			421,418
Accrued insurance claims	86		—		38,215		47		—			38,348
Deferred tax liabilities, net non-current	—		432		48,312		1,175		(4,323		)	45,596
Intercompany payables	219,607		479,363		—		9,252		(708,222		)	—
Other liabilities	3,160		—		1,887		4		—			5,051
Total liabilities	385,570		760,950		241,523		13,296		(712,714		)	688,625
Total stockholders' equity	504,908		839,856		1,586,206		10,829		(2,436,891		)	504,908
Total liabilities and stockholders' equity	$	890,478	$	1,600,806	$	1,827,729	$	24,125	$	(3,149,605	)	$	1,193,533

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 JANUARY 25, 2014 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors		Non-Guarantor Subsidiaries			Eliminations		Dycom Consolidated
Contract revenues	$	—		$	—		$	388,402	$	2,116		$	—	$	390,518
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		)	—		—
Interest expense, net	(1,807		)	(4,994		)	1		—			—		(6,800		)
Other income (expense), 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, net of tax	(226		)	(226		)	—		(226		)	452		(226		)
Comprehensive income (loss)	$	(3,293	)	$	(3,293	)	$	2,047	$	(2,233	)	$	3,479	$	(3,293	)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 24, 2015 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Dycom Consolidated
Contract revenues	$	—		$	—		$	943,659		$	7,811		$	—		$	951,470
Costs of earned revenues, excluding depreciation and amortization	—			—			753,274			5,624			—			758,898
General and administrative	24,807			239			54,671			6,794			—			86,511
Depreciation and amortization	2,543			—			41,370			2,280			—			46,193
Intercompany charges (income), net	(30,831		)	—			31,923			(1,092		)	—			—
Interest expense, net	(3,481		)	(9,999		)	—			—			—			(13,480		)
Other income (expense), net	—			—			3,694			(164		)	—			3,530
Income (loss) before income taxes and equity in earnings of subsidiaries	—			(10,238		)	66,115			(5,959		)	—			49,918
Provision (benefit) for income taxes:	—			(4,036		)	26,064			(2,349		)	—			19,679
Net income (loss) before equity in earnings (loss) of subsidiaries	—			(6,202		)	40,051			(3,610		)	—			30,239
Equity in earnings (loss) of subsidiaries	30,239			36,441			(256		)	—			(66,424		)	—
Net income (loss)	$	30,239		$	30,239		$	39,795		$	(3,610	)	$	(66,424	)	$	30,239
Foreign currency translation loss, net of tax	(726		)	(726		)	—			(726		)	1,452			(726		)
Comprehensive income (loss)	$	29,513		$	29,513		$	39,795		$	(4,336	)	$	(64,972	)	$	29,513

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 25, 2014 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Dycom Consolidated
Contract revenues	$	—		$	—		$	897,832		$	5,406		$	—		$	903,238
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		)	—			—
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, net of tax	(286		)	(286		)	—			(286		)	572			(286		)
Comprehensive income (loss)	$	15,307		$	15,307		$	25,450		$	(3,903	)	$	(36,854	)	$	15,307

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 24, 2015 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Elim-inations			Dycom Consolidated
Net cash provided by (used in) operating activities	$	(8,331	)	$	(6,115	)	$	96,931		$	770		$	—		$	83,255
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	—			—			(9,821		)	—			—			(9,821		)
Capital expenditures	(4,144		)	—			(31,281		)	(3,347		)	—			(38,772		)
Proceeds from sale of assets	—			—			4,031			8			—			4,039
Return of capital from subsidiaries	—			1,749			—			—			(1,749		)	—
Investment in subsidiaries	—			(21,668		)	(300		)	—			21,968			—
Changes in restricted cash	(541		)	—			—			—			—			(541		)
Net cash used in investing activities	(4,685		)	(19,919		)	(37,371		)	(3,339		)	20,219			(45,095		)
Cash flows from financing activities:
Borrowings on senior Credit Agreement	175,000			—			—			—			—			175,000
Principal payments on senior Credit Agreement	(198,688		)	—			—			—			—			(198,688		)
Repurchases of common stock	(17,147		)	—			—			—			—			(17,147		)
Exercise of stock options	2,335			—			—			—			—			2,335
Restricted stock tax withholdings	(4,330		)	—			—			—			—			(4,330		)
Excess tax benefit from share-based awards	2,426			—			—			—			—			2,426
Intercompany funding	53,420			26,034			(62,219		)	2,984			(20,219		)	—
Net cash (used in) provided by financing activities	13,016			26,034			(62,219		)	2,984			(20,219		)	(40,404		)
Net (decrease) increase in cash and equivalents	—			—			(2,659		)	415			—			(2,244		)
CASH AT BEGINNING OF PERIOD	—			—			19,739			933			—			20,672
CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	17,080		$	1,348		$	—		$	18,428

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 25, 2014 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Elim-inations			Dycom Consolidated
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:
Borrowings on senior Credit Agreement	221,000			—			—			—			—			221,000
Principal payments on senior Credit Agreement	(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 AT BEGINNING OF PERIOD	—			—			18,166			441			—			18,607
CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	15,212		$	1,132		$	—		$	16,344