Supplemental Consolidating Financial Statements

12 Months Ended

Jul. 26, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure

Supplemental Consolidating Financial Statements

On July 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.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES 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

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET JULY 27, 2013

	Parent		Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
ASSETS
CURRENT 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
Other current assets	5,079		10		7,583		452		—			13,124
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
CURRENT LIABILITIES:
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

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED JULY 26, 2014

	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
REVENUES:
Contract revenues	$	—		$	—		$	1,799,538		$	12,055		$	—		$	1,811,593

EXPENSES:
Costs of earned revenues, excluding depreciation and amortization	—			—			1,466,221			8,824			—			1,475,045
General and administrative	42,958			616			107,326			10,958			—			161,858
Depreciation and amortization	4,256			—			84,178			4,338			—			92,772
Intercompany charges (income), net	(53,922		)	—			54,688			(766		)	—			—
Total	(6,708		)	616			1,712,413			23,354			—			1,729,675

Interest expense, net	(6,827		)	(19,993		)	(7		)	—			—			(26,827		)
Other income, net	119			—			10,895			214			—			11,228

INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(20,609		)	98,013			(11,085		)	—			66,319

PROVISION (BENEFIT) FOR INCOME TAXES	—			(8,186		)	38,930			(4,403		)	—			26,341

NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(12,423		)	59,083			(6,682		)	—			39,978

EQUITY IN EARNINGS OF SUBSIDIARIES	39,978			52,401			135			—			(92,514		)	—

NET INCOME (LOSS)	$	39,978		$	39,978		$	59,218		$	(6,682	)	$	(92,514	)	$	39,978

Foreign currency translation loss, net of tax	(261		)	(261		)	—			(261		)	522			(261		)
COMPREHENSIVE INCOME (LOSS)	$	39,717		$	39,717		$	59,218		$	(6,943	)	$	(91,992	)	$	39,717

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED JULY 27, 2013

	Parent			Issuer			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
REVENUES:
Contract revenues	$	—		$	—		$	1,594,363		$	14,249		$	—		$	1,608,612

EXPENSES:
Costs of earned revenues, excluding depreciation and amortization	—			—			1,288,369			12,047			—			1,300,416
General and administrative	44,462			818			89,336			11,155			—			145,771
Depreciation and amortization	2,920			—			77,595			4,966			—			85,481
Intercompany charges (income), net	(53,377		)	—			54,720			(1,343		)	—			—
Total	(5,995		)	818			1,510,020			26,825			—			1,531,668

Interest expense, net	(5,675		)	(17,599		)	(60		)	—			—			(23,334		)
Other income, net	(320		)	—			4,794			115			—			4,589

INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(18,417		)	89,077			(12,461		)	—			58,199

PROVISION (BENEFIT) FOR INCOME TAXES	—			(7,281		)	35,214			(4,922		)	—			23,011

NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(11,136		)	53,863			(7,539		)	—			35,188

EQUITY IN EARNINGS OF SUBSIDIARIES	35,188			46,324			—			—			(81,512		)	—

NET INCOME (LOSS)	$	35,188		$	35,188		$	53,863		$	(7,539	)	$	(81,512	)	$	35,188

Foreign currency translation loss, net of tax	(35		)	(35		)	—			(35		)	70			(35		)
COMPREHENSIVE INCOME (LOSS)	$	35,153		$	35,153		$	53,863		$	(7,574	)	$	(81,442	)	$	35,153

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED JULY 28, 2012

	Parent			Issuer			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
REVENUES:
Contract revenues	$	—		$	—		$	1,186,380		$	14,739		$	—		$	1,201,119

EXPENSES:
Costs of earned revenues, excluding depreciation and amortization	—			—			957,449			11,500			—			968,949
General and administrative	28,048			574			65,185			10,217			—			104,024
Depreciation and amortization	3,137			—			54,735			4,833			(12		)	62,693
Intercompany charges (income), net	(34,212		)	—			33,749			463			—			—
Total	(3,027		)	574			1,111,118			27,013			(12		)	1,135,666

Interest income (expense), net	(3,049		)	(13,660		)	(8		)	—			—			(16,717		)
Other income, net	22			—			15,281			522			—			15,825

INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	—			(14,234		)	90,535			(11,752		)	12			64,561

PROVISION (BENEFIT) FOR INCOME TAXES	—			(5,550		)	35,299			(4,566		)	—			25,183

NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES	—			(8,684		)	55,236			(7,186		)	12			39,378

EQUITY IN EARNINGS OF SUBSIDIARIES	39,378			48,062			—			—			(87,440		)	—

NET INCOME (LOSS)	$	39,378		$	39,378		$	55,236		$	(7,186	)	$	(87,428	)	$	39,378

Foreign currency translation loss, net of tax	(161		)	(161		)	—			(161		)	322			(161		)
COMPREHENSIVE INCOME (LOSS)	$	39,217		$	39,217		$	55,236		$	(7,347	)	$	(87,106	)	$	39,217

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED JULY 26, 2014

	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	7,199		$	(12,242	)	$	93,898		$	(4,670	)	$	—		$	84,185

Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	—			—			(16,388		)	(700		)	—			(17,088		)
Capital expenditures	(8,541		)	—			(72,962		)	(7,633		)	—			(89,136		)
Proceeds from sale of assets	—			—			12,146			3,261			—			15,407
Return of capital from subsidiaries	—			683			—			—			(683		)	—
Investment in subsidiaries	—			(9,235		)	(785		)	—			10,020			—
Changes in restricted cash	(303		)	—			—			—			—			(303		)
Net cash (used in) provided by investing activities	(8,844		)	(8,552		)	(77,989		)	(5,072		)	9,337			(91,120		)

Cash flows from financing activities:
Proceeds from issuance of 7.125% senior subordinated notes due 2021	—			—			—			—			—			—
Proceeds from Term Loan on Senior Credit Agreement	—			—			—			—			—			—
Proceeds from borrowings on Senior Credit Agreement	502,000			—			—			—			—			502,000
Principal payments on Senior Credit Agreement	(495,813		)	—			—			—			—			(495,813		)
Debt issuance costs	—			—			—			—			—			—
Repurchases of common stock	(9,999		)	—			—			—			—			(9,999		)
Exercise of stock options and other	14,568			—			—			—			—			14,568
Restricted stock tax withholdings	(3,781		)	—			—			—			—			(3,781		)
Excess tax benefit from share-based awards	3,025			—			—			—			—			3,025
Principal payments on capital lease obligations and other financing	—			—			(1,000		)	—			—			(1,000		)
Intercompany funding	(8,355		)	20,794			(13,336		)	10,234			(9,337		)	—
Net cash provided by (used in) financing activities	1,645			20,794			(14,336		)	10,234			(9,337		)	9,000

Net decrease in cash and equivalents	—			—			1,573			492			—			2,065

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	—			—			18,166			441			—			18,607

CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	19,739		$	933		$	—		$	20,672

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED JULY 27, 2013

	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	6,952		$	(9,612	)	$	112,176		$	(2,772	)	$	—		$	106,744

Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	—			—			(330,291		)	—			—			(330,291		)
Capital expenditures	(8,151		)	—			(51,647		)	(4,852		)	—			(64,650		)
Proceeds from sale of assets	—			—			5,770			57			—			5,827
Return of capital from subsidiaries	—			1,816			—			—			(1,816		)	—
Investment in subsidiaries	—			(2,600		)	—			—			2,600			—
Changes in restricted cash	60			—			—			—			—			60
Net cash (used in) provided by investing activities	(8,091		)	(784		)	(376,168		)	(4,795		)	784			(389,054		)

Cash flows from financing activities:
Proceeds from issuance of 7.125% senior subordinates notes due 2021, (including $3.8 million premium on issuance)	—			93,825			—			—			—			93,825
Proceeds from Term Loan on Senior Credit Agreement	125,000			—			—			—			—			125,000
Proceeds from borrowings on Senior Credit Agreement	404,500			—			—			—			—			404,500
Principal payments on Senior Credit Agreement	(358,625		)	—			—			—			—			(358,625		)
Debt issuance costs	(4,158		)	(2,581		)	—			—			—			(6,739		)
Repurchases of common stock	(15,203		)	—			—			—			—			(15,203		)
Exercise of stock options and other	5,253			—			—			—			—			5,253
Restricted stock tax withholdings	(884		)	—			—			—			—			(884		)
Excess tax benefit from share-based awards	1,283			—			—			—			—			1,283
Principal payments on capital lease obligations	—			—			(74		)	—			—			(74		)
Intercompany funding	(156,027		)	(80,848		)	230,669			6,990			(784		)	—
Net cash provided by (used in) financing activities	1,139			10,396			230,595			6,990			(784		)	248,336

Net increase in cash and equivalents	—			—			(33,397		)	(577		)	—			(33,974		)

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	—			—			51,563			1,018			—			52,581

CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	18,166		$	441		$	—		$	18,607

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED JULY 28, 2012

	Parent			Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations and Reclassifications			Dycom Consolidated
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	6,755		$	(8,774	)	$	69,823		$	(2,679	)	$	—		$	65,125

Cash flows from investing activities:
Capital expenditures	(3,685		)	—			(69,362		)	(4,565		)	—			(77,612		)
Proceeds from sale of assets	—			—			19,211			5,572			—			24,783
Changes in restricted cash	926			—			—			—			—			926
Capital contributions to subsidiaries, net	—			(4,943		)	—			—			4,943			—
Net cash (used in) provided by investing activities	(2,759		)	(4,943		)	(50,151		)	1,007			4,943			(51,903		)

Cash flows from financing activities:
Repurchases of common stock	(12,960		)	—			—			—			—			(12,960		)
Exercise of stock options and other	6,490			—			—			—			—			6,490
Restricted stock tax withholdings	(329		)	—			—			—			—			(329		)
Excess tax benefit from share-based awards	1,625			—			—			—			—			1,625
Principal payments on capital lease obligations	—			—			(233		)	—			—			(233		)
Intercompany funding	1,178			13,717			(12,484		)	2,532			(4,943		)	—
Net cash provided by (used in) financing activities	(3,996		)	13,717			(12,717		)	2,532			(4,943		)	(5,407		)

Net increase in cash and equivalents	—			—			6,955			860			—			7,815

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	—			—			44,608			158			—			44,766

CASH AND EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	51,563		$	1,018		$	—		$	52,581

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

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