Supplemental Consolidating Financial Statements | 3 Months Ended |
Oct. 26, 2013 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Condensed Financial Information of Parent Company Only Disclosure | ' |
Supplemental Consolidating Financial Statements |
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As of October 26, 2013 and July 27, 2013, the outstanding aggregate principal amount of the 2021 Notes was $277.5 million. The 2021 Notes were issued by Dycom Investments, Inc., a wholly-owned subsidiary of the Company. The following consolidating financial statements present, in separate columns, financial information for (i) Dycom Industries, Inc. ("Parent") on a parent only basis, (ii) Dycom Investments, Inc. (the "Issuer"), (iii) the guarantor subsidiaries for the 2021 Notes 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. |
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Each guarantor and non-guarantor subsidiary is wholly-owned, directly or indirectly, by the Issuer and the Parent. The Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary and Parent. 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. |
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) |
26-Oct-13 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Parent | | Issuer | | Subsidiary Guarantors | | Non- Guarantor Subsidiaries | | Eliminations and Reclassifications | | Dycom Consolidated |
| (Dollars in thousands) |
ASSETS | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | |
Cash and equivalents | $ | — | | | $ | — | | | $ | 13,631 | | | $ | 763 | | | $ | — | | | $ | 14,394 | |
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Accounts receivable, net | — | | | — | | | 303,178 | | | 1,234 | | | — | | | 304,412 | |
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Costs and estimated earnings in excess of billings | — | | | — | | | 218,997 | | | 2,113 | | | — | | | 221,110 | |
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Inventories | — | | | — | | | 39,273 | | | — | | | — | | | 39,273 | |
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Deferred tax assets, net | 2,434 | | | — | | | 16,573 | | | 96 | | | (1,385 | ) | | 17,718 | |
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Income taxes receivable | 2,231 | | | — | | | — | | | — | | | — | | | 2,231 | |
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Other current assets | 8,446 | | | 55 | | | 7,189 | | | 502 | | | — | | | 16,192 | |
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Total current assets | 13,111 | | | 55 | | | 598,841 | | | 4,708 | | | (1,385 | ) | | 615,330 | |
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| | | | | | | | | | | |
PROPERTY AND EQUIPMENT, NET | 14,666 | | | — | | | 173,353 | | | 15,897 | | | — | | | 203,916 | |
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GOODWILL | — | | | — | | | 267,810 | | | — | | | — | | | 267,810 | |
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INTANGIBLE ASSETS, NET | — | | | — | | | 120,021 | | | — | | | — | | | 120,021 | |
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DEFERRED TAX ASSETS, NET NON-CURRENT | 84 | | | — | | | 4,224 | | | 162 | | | (4,470 | ) | | — | |
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INVESTMENT IN SUBSIDIARIES | 788,300 | | | 1,494,353 | | | — | | | — | | | (2,282,653 | ) | | — | |
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INTERCOMPANY RECEIVABLES | — | | | — | | | 571,013 | | | — | | | (571,013 | ) | | — | |
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OTHER | 8,883 | | | 6,153 | | | 2,073 | | | 90 | | | — | | | 17,199 | |
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TOTAL NON-CURRENT ASSETS | 811,933 | | | 1,500,506 | | | 1,138,494 | | | 16,149 | | | (2,858,136 | ) | | 608,946 | |
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TOTAL ASSETS | $ | 825,044 | | | $ | 1,500,561 | | | $ | 1,737,335 | | | $ | 20,857 | | | $ | (2,859,521 | ) | | $ | 1,224,276 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | |
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CURRENT LIABILITIES: | | | | | | | | | | | | | | | | | |
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Accounts payable | $ | 3,639 | | | $ | — | | | $ | 64,623 | | | $ | 664 | | | $ | — | | | $ | 68,926 | |
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Current portion of debt | 8,594 | | | — | | | — | | | — | | | — | | | 8,594 | |
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Billings in excess of costs and estimated earnings | — | | | — | | | 13,347 | | | — | | | — | | | 13,347 | |
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Accrued insurance claims | 618 | | | — | | | 30,829 | | | 81 | | | — | | | 31,528 | |
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Deferred tax liabilities | — | | | 155 | | | 89 | | | 1,141 | | | (1,385 | ) | | — | |
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Other accrued liabilities | 15,986 | | | 5,560 | | | 56,596 | | | 1,311 | | | — | | | 79,453 | |
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Total current liabilities | 28,837 | | | 5,715 | | | 165,484 | | | 3,197 | | | (1,385 | ) | | 201,848 | |
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LONG-TERM DEBT | 194,719 | | | 281,016 | | | — | | | — | | | — | | | 475,735 | |
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ACCRUED INSURANCE CLAIMS | 738 | | | — | | | 29,290 | | | 86 | | | — | | | 30,114 | |
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DEFERRED TAX LIABILITIES, NET NON-CURRENT | — | | | 427 | | | 53,119 | | | 527 | | | (4,470 | ) | | 49,603 | |
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INTERCOMPANY PAYABLES | 136,610 | | | 425,103 | | | — | | | 9,300 | | | (571,013 | ) | | — | |
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OTHER LIABILITIES | 3,156 | | | — | | | 2,832 | | | 4 | | | — | | | 5,992 | |
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Total liabilities | 364,060 | | | 712,261 | | | 250,725 | | | 13,114 | | | (576,868 | ) | | 763,292 | |
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Total stockholders' equity | 460,984 | | | 788,300 | | | 1,486,610 | | | 7,743 | | | (2,282,653 | ) | | 460,984 | |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 825,044 | | | $ | 1,500,561 | | | $ | 1,737,335 | | | $ | 20,857 | | | $ | (2,859,521 | ) | | $ | 1,224,276 | |
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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED BALANCE SHEET |
27-Jul-13 |
| | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
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Accounts receivable, net | — | | | — | | | 249,533 | | | 2,669 | | | — | | | 252,202 | |
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Costs and estimated earnings in excess of billings | — | | | — | | | 202,651 | | | 1,698 | | | — | | | 204,349 | |
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Inventories | — | | | — | | | 35,999 | | | — | | | — | | | 35,999 | |
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Deferred tax assets, net | 2,285 | | | — | | | 15,873 | | | 121 | | | (1,426 | ) | | 16,853 | |
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Income taxes receivable | 2,516 | | | — | | | — | | | — | | | — | | | 2,516 | |
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Other current assets | 2,563 | | | 10 | | | 7,583 | | | 452 | | | — | | | 10,608 | |
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Total current assets | 7,364 | | | 10 | | | 529,805 | | | 5,381 | | | (1,426 | ) | | 541,134 | |
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PROPERTY AND EQUIPMENT, NET | 13,779 | | | — | | | 173,254 | | | 15,670 | | | — | | | 202,703 | |
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GOODWILL | — | | | — | | | 267,810 | | | — | | | — | | | 267,810 | |
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INTANGIBLE ASSETS, NET | — | | | — | | | 125,275 | | | — | | | — | | | 125,275 | |
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DEFERRED TAX ASSETS, NET NON-CURRENT | 691 | | | — | | | 4,104 | | | 66 | | | (4,861 | ) | | — | |
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INVESTMENT IN SUBSIDIARIES | 769,639 | | | 1,472,559 | | | — | | | — | | | (2,242,198 | ) | | — | |
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INTERCOMPANY RECEIVABLES | — | | | — | | | 618,524 | | | — | | | (618,524 | ) | | — | |
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OTHER | 8,739 | | | 6,331 | | | 2,133 | | | 83 | | | — | | | 17,286 | |
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TOTAL NON-CURRENT ASSETS | 792,848 | | | 1,478,890 | | | 1,191,100 | | | 15,819 | | | (2,865,583 | ) | | 613,074 | |
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TOTAL ASSETS | $ | 800,212 | | | $ | 1,478,900 | | | $ | 1,720,905 | | | $ | 21,200 | | | $ | (2,867,009 | ) | | $ | 1,154,208 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | |
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CURRENT LIABILITIES: | | | | | | | | | | | | | | | | | |
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Accounts payable | $ | 2,042 | | | $ | — | | | $ | 75,012 | | | $ | 900 | | | $ | — | | | $ | 77,954 | |
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Current portion of debt | 7,813 | | | — | | | — | | | — | | | — | | | 7,813 | |
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Billings in excess of costs and estimated earnings | — | | | — | | | 13,788 | | | — | | | — | | | 13,788 | |
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Accrued insurance claims | 619 | | | — | | | 28,342 | | | 108 | | | — | | | 29,069 | |
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Deferred tax liabilities | — | | | 155 | | | 140 | | | 1,131 | | | (1,426 | ) | | — | |
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Other accrued liabilities | 9,151 | | | 1,321 | | | 59,374 | | | 1,345 | | | — | | | 71,191 | |
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Total current liabilities | 19,625 | | | 1,476 | | | 176,656 | | | 3,484 | | | (1,426 | ) | | 199,815 | |
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LONG-TERM DEBT | 163,062 | | | 281,107 | | | — | | | — | | | — | | | 444,169 | |
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ACCRUED INSURANCE CLAIMS | 726 | | | — | | | 26,426 | | | 98 | | | — | | | 27,250 | |
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DEFERRED TAX LIABILITIES, NET NON-CURRENT | — | | | 427 | | | 52,436 | | | 610 | | | (4,861 | ) | | 48,612 | |
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INTERCOMPANY PAYABLES | 185,296 | | | 426,251 | | | — | | | 6,977 | | | (618,524 | ) | | — | |
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OTHER LIABILITIES | 3,142 | | | — | | | 2,855 | | | 4 | | | — | | | 6,001 | |
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Total liabilities | 371,851 | | | 709,261 | | | 258,373 | | | 11,173 | | | (624,811 | ) | | 725,847 | |
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Total stockholders' equity | 428,361 | | | 769,639 | | | 1,462,532 | | | 10,027 | | | (2,242,198 | ) | | 428,361 | |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 800,212 | | | $ | 1,478,900 | | | $ | 1,720,905 | | | $ | 21,200 | | | $ | (2,867,009 | ) | | $ | 1,154,208 | |
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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) |
FOR THE THREE MONTHS ENDED OCTOBER 26, 2013 |
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| Parent | | Issuer | | Subsidiary Guarantors | | Non- Guarantor Subsidiaries | | Eliminations and Reclassifications | | Dycom Consolidated |
| (Dollars in thousands) |
REVENUES: | | | | | | | | | | | |
Contract revenues | $ | — | | | $ | — | | | $ | 509,430 | | | $ | 3,290 | | | $ | — | | | $ | 512,720 | |
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EXPENSES: | | | | | | | | | | | | | | | | | |
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Costs of earned revenues, excluding depreciation and amortization | — | | | — | | | 407,695 | | | 2,424 | | | — | | | 410,119 | |
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General and administrative | 11,237 | | | 226 | | | 28,945 | | | 2,667 | | | — | | | 43,075 | |
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Depreciation and amortization | 854 | | | — | | | 21,621 | | | 1,077 | | | — | | | 23,552 | |
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Intercompany charges (income), net | (13,976 | ) | | — | | | 14,110 | | | (134 | ) | | — | | | — | |
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Total | (1,885 | ) | | 226 | | | 472,371 | | | 6,034 | | | — | | | 476,746 | |
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Interest expense, net | (1,888 | ) | | (4,994 | ) | | (4 | ) | | — | | | — | | | (6,886 | ) |
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Other income, net | 3 | | | — | | | 1,945 | | | 64 | | | — | | | 2,012 | |
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INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | — | | | (5,220 | ) | | 39,000 | | | (2,680 | ) | | — | | | 31,100 | |
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PROVISION (BENEFIT) FOR INCOME TAXES | — | | | (2,087 | ) | | 15,600 | | | (1,073 | ) | | — | | | 12,440 | |
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NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES | — | | | (3,133 | ) | | 23,400 | | | (1,607 | ) | | — | | | 18,660 | |
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EQUITY IN EARNINGS OF SUBSIDIARIES | 18,660 | | | 21,793 | | | — | | | — | | | (40,453 | ) | | — | |
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NET INCOME (LOSS) | $ | 18,660 | | | $ | 18,660 | | | $ | 23,400 | | | $ | (1,607 | ) | | $ | (40,453 | ) | | $ | 18,660 | |
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Foreign currency translation loss | (60 | ) | | (60 | ) | | — | | | (60 | ) | | 120 | | | (60 | ) |
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COMPREHENSIVE INCOME (LOSS) | $ | 18,600 | | | $ | 18,600 | | | $ | 23,400 | | | $ | (1,667 | ) | | $ | (40,333 | ) | | $ | 18,600 | |
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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) |
FOR THE THREE MONTHS ENDED OCTOBER 27, 2012 |
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| Parent | | Issuer | | Subsidiary Guarantors | | Non-Guarantor Subsidiaries | | Eliminations and Reclassifications | | Dycom Consolidated |
| (Dollars in thousands) |
REVENUES: | | | | | | | | | | | |
Contract revenues | $ | — | | | $ | — | | | $ | 319,025 | | | $ | 4,261 | | | $ | — | | | $ | 323,286 | |
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EXPENSES: | | | | | | | | | | | | | | | | | |
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Costs of earned revenues, excluding depreciation and amortization | — | | | — | | | 253,544 | | | 3,522 | | | — | | | 257,066 | |
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General and administrative | 8,409 | | | 146 | | | 17,616 | | | 2,653 | | | — | | | 28,824 | |
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Depreciation and amortization | 740 | | | — | | | 13,286 | | | 1,285 | | | — | | | 15,311 | |
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Intercompany charges (income), net | (9,925 | ) | | — | | | 10,272 | | | (347 | ) | | — | | | — | |
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Total | (776 | ) | | 146 | | | 294,718 | | | 7,113 | | | — | | | 301,201 | |
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Interest income (expense), net | (776 | ) | | (3,420 | ) | | (1 | ) | | — | | | — | | | (4,197 | ) |
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Other income, net | — | | | — | | | 1,565 | | | 49 | | | — | | | 1,614 | |
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INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES | — | | | (3,566 | ) | | 25,871 | | | (2,803 | ) | | — | | | 19,502 | |
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PROVISION (BENEFIT) FOR INCOME TAXES | — | | | (1,397 | ) | | 10,136 | | | (1,098 | ) | | — | | | 7,641 | |
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NET INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES | — | | | (2,169 | ) | | 15,735 | | | (1,705 | ) | | — | | | 11,861 | |
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EQUITY IN EARNINGS OF SUBSIDIARIES | 11,861 | | | 14,030 | | | — | | | — | | | (25,891 | ) | | — | |
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NET INCOME (LOSS) | $ | 11,861 | | | $ | 11,861 | | | $ | 15,735 | | | $ | (1,705 | ) | | $ | (25,891 | ) | | $ | 11,861 | |
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Foreign currency translation gain | 2 | | | 2 | | | — | | | 2 | | | (4 | ) | | 2 | |
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COMPREHENSIVE INCOME (LOSS) | $ | 11,863 | | | $ | 11,863 | | | $ | 15,735 | | | $ | (1,703 | ) | | $ | (25,895 | ) | | $ | 11,863 | |
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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) |
FOR THE THREE MONTHS ENDED OCTOBER 26, 2013 |
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| Parent | | Issuer | | Subsidiary Guarantors | | Non- Guarantor Subsidiaries | | Eliminations and Reclassifications | | Dycom Consolidated |
| (Dollars in thousands) |
Net cash (used in) provided by operating activities | $ | (2,905 | ) | | $ | 1,835 | | | $ | (17,351 | ) | | $ | (272 | ) | | $ | — | | | $ | (18,693 | ) |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
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Capital expenditures | (1,680 | ) | | — | | | (27,042 | ) | | (1,566 | ) | | — | | | (30,288 | ) |
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Proceeds from sale of assets | — | | | — | | | 2,422 | | | 43 | | | — | | | 2,465 | |
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Changes in restricted cash | (305 | ) | | — | | | — | | | — | | | — | | | (305 | ) |
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Net cash (used in) investing activities | (1,985 | ) | | — | | | (24,620 | ) | | (1,523 | ) | | — | | | (28,128 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | |
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Proceeds from borrowings on senior Credit Agreement | 164,000 | | | — | | | — | | | — | | | — | | | 164,000 | |
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Principal payments on senior Credit Agreement, including Term Loan | (131,563 | ) | | — | | | — | | | — | | | — | | | (131,563 | ) |
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Exercise of stock options | 10,124 | | | — | | | — | | | — | | | — | | | 10,124 | |
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Restricted stock tax withholdings | (609 | ) | | — | | | — | | | — | | | — | | | (609 | ) |
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Excess tax benefit from share-based awards | 656 | | | — | | | — | | | — | | | — | | | 656 | |
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Intercompany funding | (37,718 | ) | | (1,835 | ) | | 37,436 | | | 2,117 | | | — | | | — | |
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Net cash provided by (used in) financing activities | 4,890 | | | (1,835 | ) | | 37,436 | | | 2,117 | | | — | | | 42,608 | |
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Net (decrease) increase in cash and equivalents | — | | | — | | | (4,535 | ) | | 322 | | | — | | | (4,213 | ) |
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CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | — | | | — | | | 18,166 | | | 441 | | | — | | | 18,607 | |
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CASH AND EQUIVALENTS AT END OF PERIOD | $ | — | | | $ | — | | | $ | 13,631 | | | $ | 763 | | | $ | — | | | $ | 14,394 | |
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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) |
FOR THE THREE MONTHS ENDED OCTOBER 27, 2012 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Parent | | Issuer | | Subsidiary Guarantors | | Non- Guarantor Subsidiaries | | Eliminations and Reclassifications | | Dycom Consolidated |
| (Dollars in thousands) |
Net cash provided by (used in) operating activities | $ | (2,961 | ) | | $ | 1,260 | | | $ | 30,527 | | | $ | (1,110 | ) | | $ | — | | | $ | 27,716 | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | | |
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Capital expenditures | (2,026 | ) | | — | | | (9,196 | ) | | (1,301 | ) | | — | | | (12,523 | ) |
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Proceeds from sale of assets | — | | | — | | | 1,958 | | | 48 | | | — | | | 2,006 | |
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Net cash used in investing activities | (2,026 | ) | | — | | | (7,238 | ) | | (1,253 | ) | | — | | | (10,517 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | | |
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Repurchases of common stock | (15,203 | ) | | — | | | — | | | — | | | — | | | (15,203 | ) |
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Exercise of stock options and other | 166 | | | — | | | — | | | — | | | — | | | 166 | |
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Restricted stock tax withholdings | (62 | ) | | — | | | — | | | — | | | — | | | (62 | ) |
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Excess tax benefit from share-based awards | 64 | | | — | | | — | | | — | | | — | | | 64 | |
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Principal payments on capital lease obligations | — | | | — | | | (19 | ) | | — | | | — | | | (19 | ) |
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Intercompany funding | 20,022 | | | (1,260 | ) | | (20,737 | ) | | 1,975 | | | — | | | — | |
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Net cash provided by (used in) financing activities | 4,987 | | | (1,260 | ) | | (20,756 | ) | | 1,975 | | | — | | | (15,054 | ) |
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Net increase (decrease) in cash and equivalents | — | | | — | | | 2,533 | | | (388 | ) | | — | | | 2,145 | |
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CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | — | | | — | | | 51,563 | | | 1,018 | | | — | | | 52,581 | |
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CASH AND EQUIVALENTS AT END OF PERIOD | $ | — | | | $ | — | | | $ | 54,096 | | | $ | 630 | | | $ | — | | | $ | 54,726 | |
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