Dycom Industries, Inc.

0000950144-08-004259.txt : 20080520 0000950144-08-004259.hdr.sgml : 20080520 20080520172847 ACCESSION NUMBER: 0000950144-08-004259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080520 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080520 DATE AS OF CHANGE: 20080520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYCOM INDUSTRIES INC CENTRAL INDEX KEY: 0000067215 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 591277135 STATE OF INCORPORATION: FL FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10613 FILM NUMBER: 08849812 BUSINESS ADDRESS: STREET 1: 11770 U.S. HIGHWAY 1 STREET 2: SUITE 101 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33408 BUSINESS PHONE: 5616277171 MAIL ADDRESS: STREET 1: 11770 U.S. HIGHWAY 1 STREET 2: SUITE 101 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33408 FORMER COMPANY: FORMER CONFORMED NAME: MOBILE HOME DYNAMICS INC DATE OF NAME CHANGE: 19820302 8-K 1 g13581e8vk.htm DYCOM INDUSTRIES, INC. Dycom Industries, Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 20, 2008

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)


Florida (State or other jurisdiction) of incorporation)		0-5423 (Commission file number)		59-1277135 (I.R.S. employer identification no.)

11770 U.S. Highway One, Suite 101
Palm Beach Gardens, Florida 33408
(Address of principal executive offices) (Zip Code)

(561) 627-7171
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))


Item 2.02		Results of Operations and Financial Condition.

On May 20, 2008 Dycom Industries, Inc. (the “Company”) issued a press release reporting its third quarter of fiscal 2008 revenue and earnings expectations. A copy of the Press Release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated in this Item 2.02 by reference.

The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.


Item 5.02		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On May 20, 2008 the Company announced the appointment of Patricia L. Higgins as a director. Ms. Higgins was President, Chief Executive Officer, and a director of Switch & Data Facilities Company, Inc., a leading provider of neutral interconnection and collocation services, from September 2000 to February 2004. Prior to that, Ms. Higgins served as Chairman and Chief Executive Officer of The Research Board, a consulting and research services company for information technology from May 1999 to August 2000. Prior to 1999, Ms. Higgins was the Chief Information Officer of Alcoa Inc. and also held senior management positions at UNISYS Corporation, Verizon (NYNEX) and AT&T Inc. In connection with Ms. Higgins appointment, Dycom’s Board of Directors approved a resolution to increase the number of board members from seven to eight. The appointment, effective May 20, 2008, is for a term extending until Dycom’s next Annual Meeting of Shareholders. Ms. Higgins currently serves on the Boards of Directors of The Travelers Company, Inc., Visteon Corporation and Barnes and Noble, Inc.

The Board of Directors has not made a determination as to whether Ms. Higgins will be named to any committees of the Board of Directors.

A copy of the Company’s press release is attached as Exhibit 99.3 and is incorporated herein by reference.


Item 7.01		Regulation FD Disclosure

On May 20, 2008, the Company issued a press release reporting its third quarter of fiscal 2008 revenue and earnings expectations. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated in this Item 7.01 by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.


Item 8.01		Other Events

On May 20, 2008 the Company issued a press release announcing that its Board of Directors had authorized the repurchase of up to $15 million of its common stock. The stock repurchases are authorized to be made over the next eighteen (18) months in open market or private transactions. This buyback program is in addition to the previously announced repurchase program of $15 million, under which the Company has purchased 1,016,200 shares for approximately $14.1 million.


Item 9.01		Financial Statement and Exhibits.


(d)	Exhibits

		99.1	Press release dated May 20, 2008 announcing the fiscal third quarter results and earnings expectations

		99.2	Press release dated May 20, 2008 announcing the appointment of Patricia L. Higgins to the Board of Directors

		99.3	Press release dated May 20, 2008 announcing a new authorization to repurchase common stock

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 20, 2008


DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Senior Vice President and Chief Financial Officer

EX-99.1 2 g13581exv99w1.htm EX-99.1 PRESS RELEASE ANNOUNCING FISCAL THIRD QUARTER Ex-99.1 Press Release 3rd Qtr results

Exhibit 99.1

N E W S R E L E A S E


FOR IMMEDIATE RELEASE		Contact:		Steven E. Nielsen, President and CEO H. Andrew DeFerrari, Senior Vice President and CFO (561) 627-7171


Palm Beach Gardens, Florida		May 20, 2008

DYCOM ANNOUNCES FISCAL 2008 THIRD QUARTER RESULTS AND
PROVIDES GUIDANCE FOR THE FOURTH QUARTER OF FISCAL 2008

Palm Beach Gardens, Florida, May 20, 2008—Dycom Industries, Inc. (NYSE Symbol: “DY”) announced today its results for the third quarter ended April 26, 2008. The Company reported income from continuing operations for the quarter ended April 26, 2008 of $7.7 million, or $0.19 per common share diluted, versus income from continuing operations for the quarter ended April 28, 2007 of $12.6 million, or $0.31 per common share diluted. Net income, including the results of discontinued operations, for the quarter ended April 26, 2008 was $6.9 million, or $0.17 per common share diluted, compared to net income of $12.4 million, or $0.31 per common share diluted, for the quarter ended April 28, 2007. Total contract revenues from continuing operations for the quarter ended April 26, 2008 were $293.4 million compared to $291.6 million for the quarter ended April 28, 2007, an increase of 0.6%. Stock based compensation expense for the each of the quarters ended April 26, 2008 and April 28, 2007 was $1.4 million, on a pre-tax basis.

Income from continuing operations for the quarter ended April 26, 2008 included a reduction of interest and income tax expense of $0.3 million and $0.9 million, respectively, related to the reversal of certain income tax related liabilities and a reduction of $1.7 million in the cost of earned revenues related to the reversal of a pre-acquisition payroll related accrual. The aggregate effect of these items was to increase income from continuing operations by $2.1 million, net of tax, or $0.05 per common share diluted for the quarter ended April 26, 2008. Income from continuing operations for the quarter ended April 28, 2007 included a gain on sale of real estate of $1.5 million, net of tax, or $0.04 per common share diluted. On a non-GAAP basis, excluding the aforementioned items, income from continuing operations for the quarter ended April 26, 2008 was $5.5 million, or $0.14 per common share diluted, versus $11.1 million, or $0.27 per common share diluted, for the quarter ended April 28, 2007. See the attached tables which present a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

For the nine months ended April 26, 2008 income from continuing operations was $19.8 million, or $0.48 per common share diluted, versus income from continuing operations for the nine months ended April 28, 2007 of $27.7 million, or $0.68 per common share diluted. Net income, including the results of discontinued operations, for the nine months ended April 26, 2008 was $18.6 million or $0.45 per common share diluted, compared to net income of $27.6 million, or $0.68 per common share diluted for the nine months ended April 28, 2007. Total contract revenues from continuing operations for the nine months ended April 26, 2008 were $907.9 million compared to $820.5 million for the nine months ended April 28, 2007, an increase of 10.6%. Stock based compensation expense for the nine months ended April 26, 2008 and the nine months ended April 28, 2007 was $4.6 million and $4.8 million, respectively, on a pre-tax basis.

Income from continuing operations for the nine months ended April 26, 2008 included the accrual of $7.6 million related to the previously announced wage and hour class action settlement with respect to three of the Company’s subsidiaries. Additionally, income from continuing operations includes a reduction of interest and income tax expense of $0.3 million and $0.9 million, respectively, related to the reversal of certain income tax related liabilities and a reduction of $1.7 million in the cost of earned revenues related to the reversal of a pre-acquisition payroll related accrual. On a combined basis, these items decreased income from continuing operations $2.5 million, net of tax, or $0.06 per common share diluted for the nine months ended April 26, 2008. Income from continuing operations for the nine months ended April 28, 2007 included a gain on sale of real estate of $1.5 million, net of tax, or $0.04 per common share diluted. On a non-GAAP basis, excluding the aforementioned items, income from continuing operations for the nine months ended April 26, 2008 was $22.3 million, or $0.54 per common share diluted, versus $26.2 million, or $0.65 per common share diluted, for the nine months ended April 28, 2007. See the attached tables which present a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Dycom also announced its outlook for the fourth quarter of fiscal 2008. The Company currently expects revenue from continuing operations for the fourth quarter of fiscal 2008 to range from $305 million to $325 million and diluted earnings per share from continuing operations to range from $0.18 to $0.23, including stock based compensation expense of approximately $1.1 million on a pre-tax basis. Management currently believes that discontinued operations will not have a material impact on the quarter.

A Tele-Conference call to review the Company’s results and address its outlook will be hosted at 9:00 a.m. (ET), Wednesday, May 21, 2008; Call 800-230-1096 (United States) or 612-332-0107 (International) and request “Dycom Results” conference call. A live webcast of the conference call, along with a slide presentation, will be available at http://www.dycomind.com under the heading “Investors” and subheading “Event Details.” If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and the slide presentation will be available at http://www.dycomind.com until Friday, June 20, 2008.

Dycom is a leading provider of specialty contracting services throughout the United States. These services include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities including telecommunications providers, and other construction and maintenance services to electric utilities and others.

Fiscal 2008 third quarter and nine-month results are preliminary and are unaudited. This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. Such statements include, but are not limited to, the Company’s expectations for revenues, stock-based compensation expense and earnings per share. These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. Such risks and uncertainties include: business and economic conditions in the telecommunications industry affecting our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, whether acquisitions can be efficiently integrated into our existing operations, the impact of any future acquisitions, the anticipated outcome of other contingent events, including litigation, liquidity needs and the availability of financing, as well as other risks detailed in our filings with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.

—Tables Follow—

NYSE: “DY”

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
April 26, 2008 and July 28, 2007
Unaudited


	April 26,		July 28,
	2008		2007
	($ in 000’s)
ASSETS
Current Assets:
Cash and equivalents	$	25,040	$	18,862
Accounts receivable, net		127,856		146,864
Costs and estimated earnings in excess of billings		84,764		95,392
Deferred tax assets, net		19,229		15,478
Income taxes receivable		9,380		—
Inventories		8,854		8,268
Other current assets		9,628		7,266
Current assets of discontinued operations		171		307

Total current assets		284,922		292,437

Property and equipment, net		177,027		164,544
Intangible assets, net		314,584		320,952
Other		10,668		11,831

Total	$	787,201	$	789,764


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	28,778	$	30,375
Current portion of debt		2,518		3,301
Billings in excess of costs and estimated earnings		613		712
Accrued self-insured claims		31,652		26,902
Income taxes payable		—		1,947
Other accrued liabilities		55,479		63,076
Current liabilities of discontinued operations		1,608		939

Total current liabilities		120,648		127,252

Long-term debt		151,529		163,509
Accrued self-insured claims		35,468		33,085
Deferred tax liabilities, net non-current		20,599		19,316
Other liabilities		6,953		1,322
Non-current liabilities of discontinued operations		507		649
Stockholders’ Equity		451,497		444,631


Total	$	787,201	$	789,764

NYSE: “DY”

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited


	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	April 26,			April 28,			April 26,			April 28,
	2008			2007			2008			2007
	(In 000’s, except per share amounts)
Contract revenues	$	293,440		$	291,643		$	907,869		$	820,488


Cost of earned revenues, excluding depreciation and amortization		239,598			233,657			748,816			662,193
General and administrative expenses (1)		24,969			23,712			72,892			66,786
Depreciation and amortization		17,301			15,327			50,258			41,964


Total		281,868			272,696			871,966			770,943


Interest income		238			174			619			801
Interest expense		(3,110	)		(3,596	)		(10,231	)		(11,306	)
Other income, net		2,670			5,189			5,040			6,814


Income from continuing operations before income taxes		11,370			20,714			31,331			45,854

Provision for income taxes		3,677			8,144			11,515			18,110


Income from continuing operations		7,693			12,570			19,816			27,744

Loss from discontinued operations, net of tax (2)		(807	)		(125	)		(1,228	)		(154	)


Net income	$	6,886		$	12,445		$	18,588		$	27,590


Earnings per common share — Basic:

Income from continuing operations	$	0.19		$	0.31		$	0.49		$	0.69
Loss from discontinued operations		(0.02	)		—			(0.03	)		(0.01	)

Net income	$	0.17		$	0.31		$	0.46		$	0.68


Earnings per common share — Diluted:

Income from continuing operations	$	0.19		$	0.31		$	0.48		$	0.68
Loss from discontinued operations		(0.02	)		—			(0.03	)		—

Net income	$	0.17		$	0.31		$	0.45		$	0.68


Shares used in computing earnings per common share:
Basic		40,436,212			40,469,787			40,651,236			40,324,503


Diluted		40,486,765			40,770,976			40,865,349			40,622,116

Earnings per share amounts may not add due to rounding.


(1)		Includes stock-based compensation expense of $1.4 million and $4.6 million for the three and nine months ended April 26, 2008, respectively, and $1.4 million and $4.8 million for the three and nine months ended April 28, 2007, respectively.

(2)		The Company discontinued the operations of one of its subsidiaries in fiscal 2007 and has reported those results separately as discontinued operations in the financial statements for all periods presented.

NYSE: “DY”

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited


	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	April 26,			April 28,			April 26,			April 28,
	2008			2007			2008			2007
	(In 000’s, except per share amounts)
Items:
Charge for wage and hour litigation	$	—		$	—		$	(7,591	)	$	—
Reversal of interest expense on income tax related liabilities		339			—			339			—
Reversal of income tax related liabilities		858			—			858			—
Reversal of pre-acquisition payroll related accruals		1,680			—			1,680			—
Gain on sale of real estate		—			2,485			—			2,485

	$	2,877		$	2,485		$	(4,714	)	$	2,485


GAAP income from continuing operations	$	7,693		$	12,570		$	19,816		$	27,744
Adjustment for items above, net of tax		(2,144	)		(1,508	)		2,451			(1,508	)

Non-GAAP income from continuing operations	$	5,549		$	11,062		$	22,267		$	26,236


Earnings per common share from continuing operations:

Basic earnings per share from continuing operations — GAAP	$	0.19		$	0.31			0.49		$	0.69
Adjustment for items above		(0.05	)		(0.04	)		0.06			(0.04	)

Basic earnings per share from continuing operations — Non-GAAP (1)	$	0.14		$	0.27			0.55		$	0.65


Diluted earnings per share from continuing operations — GAAP	$	0.19		$	0.31			0.48		$	0.68
Adjustment for items above		(0.05	)		(0.04	)		0.06			(0.04	)

Diluted earnings per share from continuing operations- Non-GAAP (1)	$	0.14		$	0.27			0.54		$	0.65


Shares used in computing GAAP earnings per common share from continuing operations and adjustment for items above (2):

Basic		40,436,212			40,469,787			40,651,236			40,324,503


Diluted		40,486,765			40,770,976			40,865,349			40,622,116


Shares used in computing Non-GAAP earnings per common share from continuing operations (2):

Basic		40,436,212			40,469,787			40,651,236			40,324,503


Diluted		40,486,765			40,770,976			40,901,585			40,622,116


(1)		Amounts may not add due to rounding.

(2)		On August 28, 2007, the Company’s Board of Directors authorized the repurchase of up to $15 million of its common stock over an eighteen month period in open market or private transactions. The Company repurchased 922,200 shares of its common stock during the three months ended April 26, 2008. The total amount repurchased during the nine months ended April 26, 2008 was 1,016,200 shares.

EX-99.2 3 g13581exv99w2.htm EX-99.2 PRESS RELEASE ANNOUNCING PATRICIA L. HIGGINS EX-99.2 Press release announcing Patricia L. Higgi

Exhibit 99.2

N E W S R E L E A S E


FOR IMMEDIATE RELEASE		Contact:		Steven E. Nielsen, President and CEO H. Andrew DeFerrari, Senior Vice President and CFO (561) 627-7171


Palm Beach Gardens, Florida		May 20, 2008

DYCOM INDUSTRIES, INC. APPOINTS PATRICIA L. HIGGINS AS DIRECTOR

Palm Beach Gardens, Florida, May 20, 2008—Dycom Industries, Inc. (NYSE: “DY”) announced today the appointment of Patricia L. Higgins as a director. Ms. Higgins was President, Chief Executive Officer, and a director of Switch & Data Facilities Company, Inc., a leading provider of neutral interconnection and collocation services, from September 2000 to February 2004. Prior to that, Ms. Higgins served as Chairman and Chief Executive Officer of The Research Board, a consulting and research services company for information technology from May 1999 to August 2000. Prior to 1999, Ms. Higgins was the Chief Information Officer of Alcoa Inc. and also held senior management positions at UNISYS Corporation, Verizon (NYNEX) and AT&T Inc. In connection with Ms. Higgins appointment, Dycom’s Board of Directors approved a resolution to increase the number of board members from seven to eight. The appointment, effective May 20, 2008, is for a term extending until Dycom’s next Annual Meeting of Shareholders. Ms. Higgins currently serves on the Boards of Directors of The Travelers Company, Inc., Visteon Corporation and Barnes and Noble, Inc.

EX-99.3 4 g13581exv99w3.htm EX-99.3 PRESS RELEASE ANNOUNCING A NEW AUTHORIZATION TO REPURCHASE COMMON STOCK EX-99.3 Press release new authorization to repurch

Exhibit 99.3

N E W S R E L E A S E


FOR IMMEDIATE RELEASE		Contact:		Steven E. Nielsen, President and CEO H. Andrew DeFerrari, Senior Vice President and CFO (561) 627-7171


Palm Beach Gardens, Florida		May 20, 2008

DYCOM INDUSTRIES, INC. ANNOUNCES STOCK REPURCHASE PROGRAM

Palm Beach Gardens, Florida, May 20, 2008—Dycom Industries, Inc. (NYSE Symbol: “DY”) announced today that its Board of Directors has authorized the repurchase of up to $15 million of its common stock. The stock repurchases are authorized to be made over the next eighteen (18) months in open market or private transactions. This buyback program is in addition to the previously announced repurchase program of $15 million, under which Dycom has purchased 1,016,200 shares for approximately $14.1 million.

This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. Such risks and uncertainties include: business and economic conditions in the telecommunications industry affecting our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, whether acquisitions can be efficiently integrated into our existing operations, the impact of any future acquisitions, the anticipated outcome of other contingent events, including litigation, liquidity needs and the availability of financing, as well as other risks detailed in our filings with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.

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