Supplemental Consolidating Financial Statements

9 Months Ended

Apr. 25, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Consolidating Financial Statements

Supplemental Consolidating Financial Statements

On April 25, 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 2021 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)  April 25, 2015
	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and equivalents	$	—	$	—	$	21,279	$	1,263	$	—		$	22,542
Accounts receivable, net	—		—		264,290		1,482		—			265,772
Costs and estimated earnings in excess of billings	—		—		246,539		1,440		—			247,979
Inventories	—		—		45,205		—		—			45,205
Deferred tax assets, net	3,191		—		16,161		76		(150		)	19,278
Other current assets	11,673		36		7,716		687		—			20,112
Total current assets	14,864		36		601,190		4,948		(150		)	620,888
Property and equipment, net	20,272		—		186,187		19,869		—			226,328
Goodwill	—		—		269,465		—		—			269,465
Intangible assets, net	—		—		109,492		539		—			110,031
Deferred tax assets, net non-current	375		52		3,556		333		(4,316		)	—
Investment in subsidiaries	860,114		2,003,652		1,660		—		(2,865,426		)	—
Intercompany receivables	—		—		1,082,143		—		(1,082,143		)	—
Other	18,229		5,118		2,960		4,097		—			30,404
Total non-current assets	898,990		2,008,822		1,655,463		24,838		(3,951,885		)	636,228
Total assets	$	913,854	$	2,008,858	$	2,256,653	$	29,786	$	(3,952,035	)	$	1,257,116
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	1,494	$	—	$	61,803	$	1,166	$	—		$	64,463
Current portion of debt	—		—		—		—		—			—
Billings in excess of costs and estimated earnings	—		—		14,271		—		—			14,271
Accrued insurance claims	166		—		37,827		43		—			38,036
Deferred tax liabilities	—		80		14		56		(150		)	—
Other accrued liabilities	10,959		5,458		60,911		896		—			78,224
Total current liabilities	12,619		5,538		174,826		2,161		(150		)	194,994
Long-term debt	166,250		280,442		—		—		—			446,692
Accrued insurance claims	56		—		39,402		29		—			39,487
Deferred tax liabilities, net non-current	—		485		51,128		1,518		(4,316		)	48,815
Intercompany payables	209,597		862,279		—		10,267		(1,082,143		)	—
Other liabilities	3,146		—		1,792		4		—			4,942
Total liabilities	391,668		1,148,744		267,148		13,979		(1,086,609		)	734,930
Total stockholders' equity	522,186		860,114		1,989,505		15,807		(2,865,426		)	522,186
Total liabilities and stockholders' equity	$	913,854	$	2,008,858	$	2,256,653	$	29,786	$	(3,952,035	)	$	1,257,116

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 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 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 of subsidiaries	—			(3,145		)	12,875		(1,835		)	—			7,895
Equity in earnings 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 losses, net of tax	(46		)	(46		)	—		(46		)	92			(46		)
Comprehensive income (loss)	$	7,849		$	7,849		$	12,945	$	(1,881	)	$	(18,913	)	$	7,849

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE NINE MONTHS ENDED APRIL 25, 2015 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Dycom Consolidated
Contract revenues	$	—		$	—		$	1,434,010		$	9,823		$	—		$	1,443,833
Costs of earned revenues, excluding depreciation and amortization	—			—			1,139,962			7,174			—			1,147,136
General and administrative	38,056			371			83,222			9,569			—			131,218
Depreciation and amortization	3,953			—			62,715			3,511			—			70,179
Intercompany charges (income), net	(47,124		)	—			48,799			(1,675		)	—			—
Interest expense, net	(5,115		)	(15,001		)	(10		)	—			—			(20,126		)
Other income (expense), net	—			—			7,132			(131		)	—			7,001
Income (loss) before income taxes and equity in earnings of subsidiaries	—			(15,372		)	106,434			(8,887		)	—			82,175
Provision (benefit) for income taxes:	—			(5,926		)	41,030			(3,426		)	—			31,678
Net income (loss) before equity in earnings (loss) of subsidiaries	—			(9,446		)	65,404			(5,461		)	—			50,497
Equity in earnings (loss) of subsidiaries	50,497			59,943			(261		)	—			(110,179		)	—
Net income (loss)	$	50,497		$	50,497		$	65,143		$	(5,461	)	$	(110,179	)	$	50,497
Foreign currency translation losses, net of tax	(688		)	(688		)	—			(688		)	1,376			(688		)
Comprehensive income (loss)	$	49,809		$	49,809		$	65,143		$	(6,149	)	$	(108,803	)	$	49,809

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) 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 (losses), net of tax	(332		)	(332		)	—			(332		)	664			(332		)
Comprehensive income (loss)	$	23,156		$	23,156		$	38,392		$	(5,782	)	$	(55,766	)	$	23,156

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED APRIL 25, 2015 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Elim-inations			Dycom Consolidated
Net cash provided by (used in) operating activities	$	(9,001	)	$	(4,350	)	$	136,999		$	(64	)	$	—		$	123,584
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	—			—			(9,821		)	—			—			(9,821		)
Capital expenditures	(7,171		)	—			(63,421		)	(6,233		)	—			(76,825		)
Proceeds from sale of assets	—			—			6,756			8			—			6,764
Return of capital from subsidiaries	—			2,149			—			—			(2,149		)	—
Investment in subsidiaries	—			(406,749		)	(400		)	—			407,149			—
Changes in restricted cash	(541		)	—			—			—			—			(541		)
Other investing activities	—			—			—			(4,000		)	—			(4,000		)
Net cash used in investing activities	(7,712		)	(404,600		)	(66,886		)	(10,225		)	405,000			(84,423		)
Cash flows from financing activities:
Borrowings on senior Credit Agreement	310,750			—			—			—			—			310,750
Principal payments on senior Credit Agreement	(321,563		)	—			—			—			—			(321,563		)
Debt issuance costs	(3,527		)	—			—			—			—			(3,527		)
Repurchases of common stock	(30,687		)	—			—			—			—			(30,687		)
Exercise of stock options	6,842			—			—			—			—			6,842
Restricted stock tax withholdings	(4,330		)	—			—			—			—			(4,330		)
Excess tax benefit from share-based awards	5,224			—			—			—			—			5,224
Intercompany funding	54,004			408,950			(460,517		)	(2,437		)	—			—
Receipt of capital contributions, net	—			—			391,944			13,056			(405,000		)	—
Net cash (used in) provided by financing activities	16,713			408,950			(68,573		)	10,619			(405,000		)	(37,291		)
Net increase in cash and equivalents	—			—			1,540			330			—			1,870
CASH AT BEGINNING OF PERIOD	—			—			19,739			933			—			20,672
CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	21,279		$	1,263		$	—		$	22,542

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED APRIL 26, 2014 (Dollars in thousands)
	Parent			Issuer			Subsidiary Guarantor			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:
Borrowings on senior credit agreement	337,000			—			—			—			—			337,000
Principal payments on senior 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 AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	18,009		$	713		$	—		$	18,722