As filed with the Securities and Exchange Commission on November 6, 1998
Registration No. 333-_____________ 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
DYCOM INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
-------------------
Florida
FLORIDA 59-1277135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
First Union Center
FIRST UNION CENTER
4440 PGA Boulevard, Suite 600
Palm Beach Gardens, FloridaBOULEVARD, SUITE 500
PALM BEACH GARDENS, FLORIDA 33410
(561) 627-7171
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
-------------------
Thomas---------------------
MARC R. Pledger
First Union CenterTILLER, ESQ.
GENERAL COUNSEL AND CORPORATE SECRETARY
FIRST UNION CENTER
4440 PGA Boulevard, Suite 600
Palm Beach Gardens, FloridaBOULEVARD, SUITE 500
PALM BEACH GARDENS, FLORIDA 33410
(561) 627-7171
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
Copies to:
Mark Kessel, Esquire
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
-------------------
Approximate date of commencement of proposed sale to public:---------------------
COPIES TO:
RICHARD B. VILSOET, ESQ. LAWRENCE R. SEIDMAN, ESQ.
SHEARMAN & STERLING PIPER & MARBURY L.L.P.
599 LEXINGTON AVENUE 36 SOUTH CHARLES STREET
NEW YORK, NEW YORK 10022 BALTIMORE, MARYLAND 21201-3018
(212) 848-4000 (410) 539-2530
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: as soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|[ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|[ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
-------------------[ ]
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered per Share (1) Offering Price(1) Registration Fee
- ------------------------------ -------------- ---------------- ----------------- ------------------------------------------------------------------------------------------------------------------------------------------
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.33 1/3 par 900,000value..... 3,105,000 shares $38.281 $34,452,900 $9,577.91
value.........$43.25 $134,291,250 $37,333
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(1) Includes 405,000 shares of common stock the underwriters have the option to
purchase from the company and the selling stockholders to cover
over-allotments, if any. See "Underwriting."
(2) Estimated solely for the purposes of calculating the registration fee based
on the average of the high and low trading prices forof the Common Stockcommon stock on the
New York Stock Exchange on November 4, 1998.
--------------------April 21, 1999.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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2
The Registrant hereby amendsinformation in this registration statement on such date or
dates asprospectus is not complete and may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, orchanged without
notice. Dycom Industries, Inc. may not sell these securities until the
registration statement shall become effective on such date asfiled with the Securities and Exchange Commission acting pursuantis
effective. This prospectus is not an offer to said Section 8(a), may determine.
- --------------------------------------------------------------------------------
THE INFORMATION IN THISsell these securities and Dycom
Industries, Inc. is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Subject to Completion, dated November 6, 1998
900,000 Shares
DYCOM INDUSTRIES, INC.
{LOGO}(NOT COMPLETE)
ISSUED APRIL 23, 1999
2,700,000 SHARES
(DYCOM LOGO)
COMMON STOCK
Certain of our stockholders may offer and sell from time to time an
aggregate of up to 900,000 shares of common stock.
The selling stockholders may offer their shares through public or private
transactions, on or off the New York Stock Exchange, at prevailing market prices
or at privately negotiated prices.
The selling stockholders obtained theirDycom Industries, Inc. is offering 2,500,000 shares of common stock on April 6,
1998and
selling stockholders are offering 200,000 shares of common stock in connection with our acquisitiona firmly
underwritten offering. Dycom Industries, Inc. will not receive any proceeds from
the sale of Cable Com, Inc. and Installation
Technicians, Inc.the shares by the selling stockholders.
---------------------
Our common stock is listed on the New York Stock Exchange under the symbol
"DY." On November 4, 1998,April 22, 1999, the closinglast reported sale price of theour common stock on the
New York Stock Exchange was $38 14/$43 13/16 per share.
---------------------
INVESTING IN THE SHARES OFOUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED
IN THEA HIGH DEGREE OF RISK. SEE "RISK
FACTORS" SECTION BEGINNING ON PAGE 2 OF THIS PROSPECTUS.7.
---------------------
PER SHARE TOTAL
--------- --------
Offering Price.............................................. $ $
Discounts and Commissions to Underwriters................... $ $
Offering Proceeds to Company................................ $ $
Offering Proceeds to Selling Stockholders................... $ $
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these shares of common stocksecurities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-----Dycom and the selling stockholders have granted the underwriters the right
to purchase up to 375,000 and 30,000 additional shares of common stock,
respectively, to cover any over-allotments. The dateunderwriters can exercise this
right at any time within thirty days after the offering. NationsBanc Montgomery
Securities LLC expects to deliver the shares of this prospectus iscommon stock to investors on
, 1998.1999.
NATIONSBANC MONTGOMERY SECURITIES LLC
MORGAN STANLEY DEAN WITTER
MORGAN KEEGAN & COMPANY, INC.
, 1999
3
(MAP OF THE UNITED STATES SHOWING LOCATION OF DYCOM OFFICES)
4
TABLE OF CONTENTS
Page
Forward-Looking Statements...............................................1
Risk Factors.............................................................2
The Company..............................................................5
Use of Proceeds..........................................................6
Selling Stockholders.....................................................6
Plan of Distribution.....................................................7
Description of Capital Stock ............................................8
Legal Matters...........................................................10
Experts.................................................................10
Where You Can Find More Information.....................................10
PAGE
----
Prospectus Summary.......................................... 2
Risk Factors................................................ 7
Use of Proceeds............................................. 11
Price Range of Common Stock and Dividend Policy............. 11
Capitalization.............................................. 12
Summary Consolidated Financial Data......................... 13
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 15
Business.................................................... 25
Management.................................................. 34
Principal and Selling Stockholders.......................... 36
Description of Capital Stock................................ 37
Underwriting................................................ 39
Certain Legal Matters....................................... 40
Experts..................................................... 41
Where You Can Find More Information......................... 41
Incorporation of Certain Documents by Reference............. 41
Index to Consolidated Financial Statements.................. F-1
Index to Pro Forma Unaudited Condensed Consolidated
Financial Statements...................................... P-1
FORWARD-LOOKING STATEMENTS
This prospectus includes(including the documents incorporated by reference in this
prospectus) contains forward-looking statements including
statements regarding among other items:
o the effects of recent legislation on the telecommunications
industry,
o the trends favoring outsourcing of telecommunications engineering,
constructionour plans,
expectations, estimates and maintenance services,
o our objective to grow through strategic acquisitions,
o our internal growth strategy,
o our ability to realize cost savings upon the completion of future
acquisitions,
o our ability to expand and diversify our customer base,
o our Year 2000 compliance, and
o trends in our future operating performance.
We have based these forward-looking statements largely on our
expectations. Forward-looking statements are subject to a number of risks and
uncertainties, certain of which are beyond our control. Actualbeliefs. Our actual results could differ materially
from those anticipateddiscussed in, or implied by, these forward-looking statements.
Forward-looking statements are identified by words such as a result"believes,"
"anticipates," "expects," "intends," "forecast," "project," "plans," "will,"
"may" and other similar expressions. In addition, any statements which refer to
expectations, projections or other characterizations of the factors described in
"Risk Factors."
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or
otherwise. In lightcircumstances are forward-looking statements. Forward-looking statements in
these documents include, but are not necessarily limited to, those relating to:
- industry trends;
- ability to carry out our growth strategies;
- our future operating performance;
- potential acquisitions;
- ability to win new customer contracts;
- availability of these risksfinancing;
- year 2000 compliance; and
uncertainties,- the forward-lookinganticipated outcome of contingent events, including litigation.
---------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS
(INCLUDING THE INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS). WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK. IN THIS PROSPECTUS, "DYCOM,"
"WE," "US" AND "OUR" REFERS TO DYCOM INDUSTRIES, INC. (UNLESS THE CONTEXT
OTHERWISE REQUIRES).
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5
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and circumstances discussedmay not contain all of the information that you
should consider before investing in the common stock. You should read the entire
prospectus carefully, including the "Risk Factors" section and the financial
statements and the related notes included herein. Unless otherwise indicated,
all references in this prospectus mightto pro forma financial information give effect
to our recent acquisitions of Locating, Inc., a Washington corporation
("Locating"), Ervin Cable Construction, Inc., a Kentucky corporation ("ECC"),
and Apex Digital TV, Inc., a Kentucky corporation ("Apex"), as if such
transactions had been consummated at the beginning of or as of the periods
indicated. See "Business -- Recent Acquisitions" and the Pro Forma Unaudited
Condensed Consolidated Financial Statements included in this prospectus. Unless
otherwise indicated, all information in this prospectus reflects a 3-for-2 stock
split effected by Dycom on January 4, 1999. The information in this prospectus
assumes no exercise of the over-allotment option to purchase additional shares
of common stock granted to the underwriters.
THE COMPANY
We are a leading provider of engineering, construction and maintenance
services to telecommunications and utility providers throughout the United
States. Our comprehensive range of services include:
- telecommunications services:
- the engineering, placement and maintenance of aerial, underground
and buried cable systems owned by telephone companies, competitive
access providers and cable television providers;
- the installation of integrated voice, data, and video local and
wide area networks within office buildings and similar structures;
- the installation of direct broadcast satellite systems;
- underground utility locating services used to map and mark
underground utilities; and
- power line construction and maintenance services.
For the six-month period ended January 31, 1999, telecommunications
services contributed approximately 90% of our contract revenues, underground
utility locating services contributed approximately 5% and electrical
construction and maintenance services contributed approximately 5%.
We operate through fourteen wholly-owned, independently operating
subsidiaries. We have long-standing relationships with telecommunications and
utility providers such as BellSouth Telecommunications, Inc., Comcast Cable
Communications, Inc., MediaOne, Inc., Tele-Communications, Inc., Sprint
Corporation, GTE Corporation, U.S. West Communications, Inc. and Florida Power
and Light Company. For the six-month period ended January 31, 1999,
approximately 88% of our revenues came from multi-year master service agreements
and other long-term agreements with large telecommunications providers and
electric utilities.
The telecommunications industry is undergoing rapid change due to
deregulation, increased competition and growing consumer demand for enhanced
telecommunications services, thereby creating demand for engineering and
construction of additional infrastructure for new and existing
telecommunications providers. To meet the increasing need for telecommunications
infrastructure, telecommunications providers have been increasingly outsourcing
their infrastructure engineering, construction and maintenance requirements to
reduce investment in capital equipment, improve flexibility in workforce
scheduling, expand geographically without incremental hiring and focus on their
core competencies. As a result, we believe there are significant opportunities
to expand our business internally and through acquisitions.
2
6
Internal Growth Strategy: Our internal growth strategy has four principal
elements:
- Increase the volume of services to our existing customers;
- Expand the scope of services to our existing customers;
- Broaden our customer base; and
- Geographically expand our service area.
Acquisition Strategy: We have pursued a strategy of selective acquisitions
involving established, well respected construction and service companies. We
believe a variety of acquisition opportunities exist within our industry to
provide us with customer, geographic and product line diversification. Our key
acquisition criteria are profitability in excess of industry standards, stable
and growing customer base, proven operational and technical competence, and
experienced management that fits with our decentralized operating structure. We
recently acquired the following companies:
- Locating, Inc. In February 1999, we acquired this Washington
state-based company which provides underground utility locating
services used to map and mark utilities for cable television
providers, multiple system operators, telephone companies and
electrical and gas utilities. This acquisition expands our presence
in the underground utility locating services industry and our
geographic presence in the West Coast region of the United States.
- Ervin Cable Construction, Inc. In March 1999, we acquired this
Kentucky-based company, which builds and installs new cable
television systems and provides repair and expansion services to
cable television systems in several states. This acquisition expands
and diversifies our client base and furthers our presence in the
Midwest region of the United States.
- Apex Digital TV, Inc. In March 1999, we acquired this
Kentucky-based company, which installs direct broadcast satellite
systems and provides cable sales and repair services in several
Midwestern states. This acquisition provides us an extension into a
related new business line.
On a pro forma basis, these acquisitions would have provided us with additional
revenues of approximately $68.6 million and $33.8 million for the fiscal year
ended July 31, 1998 and the six-month period ended January 31, 1999,
respectively.
---------------------
We are incorporated under the laws of the State of Florida. Our principal
executive offices are located at First Union Center, 4440 PGA Boulevard, Suite
500, Palm Beach Gardens, Florida 33410. Our telephone number is (561) 627-7171.
3
7
THE OFFERING
Common stock offered by Dycom....... 2,500,000 shares
Common stock offered by selling
stockholders........................ 200,000 shares
Total shares to be offered.......... 2,700,000 shares
Common stock outstanding after the
offering............................ 25,545,688 shares(1)
Use of proceeds..................... To fund our growth strategy, including
acquisitions, working capital and
capital expenditures, and for other
general corporate purposes. We also
intend to use the proceeds to repay
indebtedness under our revolving credit
facility, subject to reborrowing.
We will not transpire.receive any proceeds from
the sale of shares in the offering by
the selling stockholders.
New York Stock Exchange Symbol...... DY
- ---------------
(1) This does not include 860,365 shares of common stock issuable upon exercise
of outstanding options.
4
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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL DATA
Set forth below is certain of our historical consolidated financial
information as well as certain consolidated pro forma financial information.
The consolidated financial data as of January 31, 1999 and for the six
months ended January 31, 1998 and 1999 are derived from our unaudited
consolidated financial statements included elsewhere in this prospectus. In the
opinion of management, the unaudited financial statements have been prepared on
the same basis as the audited financial statements and include all adjustments,
which consist only of normal recurring adjustments, necessary for a fair
presentation of the financial position and results of operations for these
periods.
The following pro forma consolidated statements of operations data present
our financial results adjusted for the acquisitions of Locating, ECC and Apex.
Such information is presented as if each of these acquisitions had occurred at
the beginning of the periods presented. The following pro forma consolidated
balance sheet data presents our financial position adjusted for the Locating,
ECC and Apex acquisitions as if each of these acquisitions had occurred as of
January 31, 1999.
The supplemental pro forma financial data presents our statements of
operations adjusted to reflect a provision for income taxes on pooled companies
which were previously "S Corporations" and recorded no provision for federal
income taxes.
The summary pro forma financial data does not purport to be indicative of
the results of operations that would have been achieved had such acquisitions
been consummated as of the assumed dates, nor are the results intended to be
indicative of our future results of operations. The following information should
be read in conjunction with our consolidated financial statements and notes
thereto, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the Pro Forma Unaudited Condensed Consolidated
Financial Statements included in this prospectus.
SIX MONTHS ENDED
FISCAL YEAR ENDED JULY 31, JANUARY 31,
------------------------------------------------------ ----------------------------------------
1996 1997 1998 1998 1999
----------- ----------- -------------------------- ----------- --------------------------
ACTUAL PRO FORMA(3) ACTUAL PRO FORMA(3)
----------- ------------ ----------- ------------
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Total revenues................ $ 247,295 $ 312,419 $ 371,363 $ 439,941 $ 172,897 $ 206,757 $ 240,570
Income before income taxes.... 14,055 23,770 36,081 39,838 15,655 23,777 25,514
Net income.................... 9,922 15,814 23,036 24,959 10,604 14,144 14,821
Earnings per common share:(1)
Basic........................ $ 0.53 $ 0.84 $ 1.09 $ 1.14 $ 0.52 $ 0.64 $ 0.65
=========== =========== =========== =========== =========== =========== ===========
Diluted...................... $ 0.52 $ 0.83 $ 1.07 $ 1.12 $ 0.51 $ 0.63 $ 0.64
=========== =========== =========== =========== =========== =========== ===========
SUPPLEMENTAL PRO FORMA
FINANCIAL DATA(2):
Income before income taxes.... $ 14,055 $ 23,770 $ 36,081 $ 15,655
Pro forma provision for income
taxes........................ 4,860 9,841 14,420 6,515
----------- ----------- ----------- -----------
Pro forma net income.......... $ 9,195 $ 13,929 $ 21,661 $ 9,140
=========== =========== =========== ===========
Pro forma earnings per common
share:(1)
Basic........................ $ 0.49 $ 0.74 $ 1.02 $ 0.45
=========== =========== =========== ===========
Diluted...................... $ 0.48 $ 0.73 $ 1.01 $ 0.44
=========== =========== =========== ===========
Shares used in computing
earnings per common share and
pro forma earnings per common
share:(1)
Basic........................ 18,624,564 18,863,987 21,172,025 21,946,219 20,312,127 22,144,794 22,918,988
Diluted...................... 18,989,729 19,123,034 21,482,634 22,256,828 20,593,035 22,525,818 23,300,012
(footnotes on following page)
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JANUARY 31, 1999
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PRO FORMA
ACTUAL PRO FORMA(3) AS ADJUSTED(4)
-------------- ------------ --------------
(UNAUDITED)
--------------
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............................. $ 33,986 $ 35,810 $103,689
Working capital....................................... 78,149 73,826 151,683
Total assets.......................................... 180,740 255,928 323,807
Long-term debt, including current portion............. 15,925 48,476 12,750
Total stockholders' equity............................ 114,732 146,890 250,494
- ---------------
(1) Earnings per common share-basic is calculated by dividing the net income
applicable to common shares by the weighted average shares outstanding
during the period. Earnings per common share-diluted includes the dilutive
effect of common stock options.
(2) The provision for income taxes and net income have been adjusted to reflect
a pro forma tax provision for pooled companies which were previously "S
Corporations" and recorded no provision for income taxes. See Note 1 of the
Notes to our Consolidated Financial Statements.
(3) The statement of operations data has been adjusted to reflect the
acquisitions of Locating, ECC and Apex as if they occurred at the beginning
of the periods presented and the consolidated balance sheet data has been
adjusted to reflect these acquisitions as if they occurred on January 31,
1999. In addition to cash consideration, we issued 774,194 shares of our
common stock in connection with these acquisitions. See "Business -- Recent
Acquisitions" and the Pro Forma Unaudited Condensed Consolidated Financial
Statements included in this prospectus.
(4) The pro forma consolidated balance sheet data has been adjusted to give
effect to our estimated net proceeds from the offering and the application
of those proceeds.
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10
RISK FACTORS
Investing in the common stock will provide you with an equity ownership
interest in Dycom. The valueBefore you invest in the common stock, you should be aware of
yourthe various risks associated with an investment may be subject to
risks inherent in our business.common stock. Such risks
may materially and adversely affect our business, financial condition or results
of operations. In such case, the trading price of the common stock could
decline, and you could lose all or part of your investment. You should carefully
consider the following factors as well as other information contained in this
prospectus before deciding to invest in the common stock.
Fluctuations in Quarterly Operating ResultsOUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY
We have experienced and expect to continue to experience quarterly
variations in revenues and net income as a result of many factors, including:
o- the timing and volume of customers' construction and maintenance
projects,
o- budgetary spending patterns of customers,
o- the commencement or termination of master service agreements and
other long-term agreements owith our customers,
- costs incurred to support growth internally or through acquisitions,
o- fluctuations in operating results of operations caused by acquisitions,
o- changes in our mix of customers, contracts and business activities,
and
o- fluctuations in insurance expense accruals due to changes in claims
experience and actuarial assumptions.
Revenues and net income in our second quarter and, occasionally, our third
quarter have in the past been, and may in the future be, adversely affected by
weather conditions and year-end budgetary spending patterns of our customers.
Substantial Reliance on Key CustomersWE DEPEND ON A SMALL GROUP OF KEY CUSTOMERS
Our customer base is highly concentrated. Our top five customers in fiscal
1996, 1997, 1998 and 1998the six months ended January 31, 1999 accounted in the
aggregate for approximately 68%, 63%, 65% and 65%62%, respectively, of our total
contract revenues. During fiscal 1998 and the six months ended January 31, 1999,
approximately 24 %22% and 23%, respectively, of our total contract revenues were
derived from BellSouth Telecommunications, Inc., 24% and 21%, respectively, from
Comcast Cable Communications, Inc., 22% from BellSouth Telecommunications, Inc. and 7% and 5%, respectively, from GTE
Corporation. We believe that a substantial portion of our contract revenues and
operating income will continue to be derived from a concentrated group of key
customers. The loss of any key customer, if not replaced, could have a material
adverse effect on our business.
Nature of Master Service AgreementsOUR MASTER SERVICE AGREEMENTS MAY BE TERMINATED OR MAY NOT BE RENEWED
We derive a substantial portion of revenues pursuant to multi-year master
service agreements. We are currently a party to 3852 master service agreements,
including 2633 such agreements with BellSouth Telecommunications, Inc., GTE
Corporation, and Sprint Corporation, U.S. West Communications, Inc. and Florida
Power and Light Company, collectively. Under the terms of these agreements, our
customers can typically terminate the agreement on 90 days'days prior written notice.
The termination of any such agreements or our failure to renew master service
agreements with our customers could have a material adverse effect on our
business.
2
Uncertainties Relating to BacklogOUR CUSTOMERS' FUTURE REQUIREMENTS MAY BE LESS THAN OUR BACKLOG ESTIMATE
Our backlog is comprised of the uncompleted portion of services to be
performed under job-specific agreements and the estimated value of future
services that we expect to provide our customers under
7
11
master service agreements. Our master service agreements are generally exclusive
requirements contracts with certain exceptions, including the customer's option
to perform the services with its own regularly employed personnel. Accordingly,
there can be no assurance as to our customers' requirements during a particular
period or that our estimates of such requirements, including those used to
formulate backlog, are accurate at any point in time are accurate.
Risks Associated with Acquisitionstime.
WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR ACQUISITION STRATEGY
As part of our growth strategy, we may acquire companies that expand,
complement or diversify our business. We regularly review various strategic
acquisition opportunities and periodically engage in discussions regarding such
possible acquisitions. We cannot assure you that we will be able to identify
attractive acquisition candidates, enter into acceptable acquisition agreements
or close any such transactions. Currently, we are not party to any agreements,
understandings or arrangements regarding any material acquisitions. Failure to
achieve our acquisition strategy could materially and adversely affect our
ability to sustain growth and maintain our competitive position. In addition,
increased competition for acquisition candidates could increase the cost of
making acquisitions and reduce the number of attractive companies to be
acquired. Although we maintain a decentralized operating structure, we may
encounter difficulties in integrating acquired companies or their management
teams. We may also encounter difficulties in retaining key personnel or
customers. These difficulties could increase the cost of any acquisition or
reduce or eliminate any expected benefit. In addition, acquisitions may have
adverse effects on our operating results of operations caused by amortization of acquired
intangible assets or unanticipated liabilities or contingencies.
In the past, we have experienced difficulties in integrating and
managing certain acquisitions. In fiscal 1993 and fiscal 1994, we wrote off
$24.3 million and $1.4 million, respectively, of intangible assets, including
goodwill, in connection with four acquisitions, contributing to substantial net
losses in those years. For several years through and including fiscal, 1994 we
were involved in litigation with the management team of two acquired operating
subsidiaries, related shareholder litigation and a governmental investigation
which had a material adverse effect on our business. Although we have made
efforts to improve our acquisition due diligence process and our supervision of
acquired companies, we may continue to experience difficulties in the future
with acquired companies.
We may be required to incur debt or issue equity to pay for any future
acquisitions, and these sources of financing may not be available to us on
favorable terms.terms or at all. In addition, if we use common stock to pay for future
acquisitions, the value of your common stock may become diluted. If we cannot
use common stock or borrow sufficient funds to pay for future acquisitions, our
growth strategy could be limited.
CompetitionWE FACE INTENSE COMPETITION
The telecommunications services industry is highly competitive and we
compete with other companies in most of the markets in which we operate. Some of
our competitors may have greater financial, technical and marketing resources
than we do. A significant portion of our revenues are currently derived from
master service agreements and price is often an important factor in the award of
such agreements. Accordingly, we could be outbid by our competitors in an effort
to procure such business. Despite the current trend toward outsourcing, we may
also face competition from existing or prospective customers who employ in-house
personnel to perform some of the same types of services as we provide. In
addition, there are relatively few, if any, significant barriers to entry into
the markets in which we operate and, as a result, any organization that has
adequate financial resources and access to technical expertise may become one of
our competitors.
Risks Associated with the Telecommunications IndustryFUTURE DEVELOPMENTS IN THE TELECOMMUNICATIONS INDUSTRY MAY REDUCE DEMAND FOR OUR
SERVICES
Certain factors related to the telecommunications industry may affect the
demand for the services which we provide. Developments whichThe telecommunications providers may
reduce such
demand include:
o changes inbe unable to raise the capital necessary to develop the telecommunications
regulation,
3
onetworks. There may be a disappointing public demand for Internet access and
other interactive multimedia services oor decreases in the preference of our
customers toward outsourcing telecommunications engineering, construction and
maintenance services,
o inability by telecommunications providers to raise capital
necessary to develop telecommunications networks,
o displacement ofservices. In addition, wireline telecommunications systems may be
displaced by other technologies, such as wireless technologies, and o improvements
in technology whichmay allow telecommunications providers to significantly improve
their networks without physically upgrading them. YearAlthough changes in
telecommunications regulations do not affect us directly, the effect of such
regulations on our customers may, in turn, adversely impact our business and
results of operations.
8
12
WE MAY FACE RISKS RELATED TO YEAR 2000 Technology RisksPROBLEMS
Year 2000 technology risks refer to the potential harm resulting from
computer programs that identify dates by the last two digits of the year rather
than using the full four digits. As such, dates as of January 1, 2000 could be
misidentified and such programs could fail. We have reviewed our computer
systems to identify those areas that could be adversely affected by Yearyear 2000
software failures. We have converted approximately 85% of our information
systems to be Yearyear 2000 compliant. We have incurred approximately $1.0$1.4 million
through JulyJanuary 31, 19981999 and will incur approximately $0.5 million will be incurred in the
remainder of fiscal 1999 to complete the information system conversions.conversions,
including the implementation and conversion costs of our recently acquired
subsidiaries. Although we expect that any additional expenditures that may be
required for the Yearyear 2000 conversions will not be material, there can be no
assurance in this regard. Additionally, we believe that the Yearyear 2000 problem
could have a negative impact on certain of our customers and other entities with
which we transact business, which may have a material adverse effect on our
business.
Risks Associated with Self-InsuranceWE ARE SELF-INSURED AGAINST POTENTIAL LIABILITIES
We are primarily self-insured, up to a limited amount, for automobile,
general liability, workers' compensation and employee group health claims. A
liability for unpaid claims and associated expenses, including incurred but not
reported losses, is actuarially determined and reflected in our consolidated
balance sheet as an accrued liability. The determination of such claims and
expenses and the extent of the accrued liability are continually reviewed and
updated. If we were to experience insurance claims or costs above our estimates
and were unable to offset such increases with earnings, our business could be
materially and adversely affected.
Dependence on Key PersonnelWE ARE DEPENDENT ON KEY PERSONNEL
We are highly dependent upon the continued services and experience of our
senior management team, including Thomas R. Pledger, our Executive Chairman and
Chief
Executive Officer,Chairman of the Board of Directors, Steven Nielsen, our President and Chief
OperatingExecutive Officer, and one or more managers of key operating subsidiaries. The
loss of the services of these individuals or other members of our senior
management could have a material adverse effect on our business.
Volatility of Stock PriceOUR COMMON STOCK PRICE MAY BE VOLATILE
The market price for our common stock has been, and may continue to be,
highly volatile. Numerous factors could fluctuate due to various
factors. Thesehave a significant effect on the market
price of our common stock. Such factors include:
oinclude the announcements of
fluctuations in our operating results, new contracts or customers and acquisitions
by either us or one of our competitors' operating results,
ocompetitors. The market price of our common stock is
also influenced by market conditions for telecommunications or
telecommunications services company stocks in general oand by changes in
recommendations or earnings estimates by securities analysts,
o announcements of new contracts or customers by us or our
competitors, and
o timing and announcement of acquisitions by us or our competitors.
4
analysts. In addition, the
stock market has experienced significant price and volume fluctuations in recent
years that have been unrelated or disproportionate to the operating performance
of companies. These broad fluctuations may adversely affect the market price of
our common stock.
Potential for Adverse Effect on Stock Price from Shares Eligible for Future SaleFUTURE SALES OF OUR COMMON STOCK COULD ADVERSELY AFFECT OUR STOCK PRICE
Future sales of substantial amounts of our common stock in the public
market, including the shares covered by this prospectus, or the perception that
such sales could occur, could adversely affect the market price of our common
stock. As of October 31, 1998,April 22, 1999, we had outstanding 14,730,62623,045,688 shares of common
stock, plus 563,246860,365 shares of common stock reserved for issuance upon exercise
of outstanding options, including 147,76181,243 options which are currently
exercisable. Substantially all of the outstanding shares of our common stock are
either freely salable or salable subject to certain volume and manner of sale
restrictions pursuant to Rule 144 of the Securities Act of 1933.
9
13
In connection with the acquisition of Communications Construction Group,
Inc. ("CCG"), Cable Com Inc. and("CCI"), Installation Technicians, Inc. ("ITI"),
ECC and Apex, we issued an aggregate of 3,853,2426,554,057 shares of common stock to
their stockholders. As of October 31, 1998, 2,181,007April 22, 1999, 1,817,046 of these shares were still
available for future sale by such holders. Holders who received these shares
hold their shares subject to the limitations of Rule 144. We have granted these
holders certain registration rights. Former stockholders of Cable Com Inc.CCI, ITI, ECC and
Installation Technicians, Inc.Apex have the right to have their shares of Dycom common stock included in certain
registration statements covering the sale of securities by Dycom or the sale of
common stock by selling stockholders.
The shares of common stock covered by this
prospectus were among the shares issued in connection with the acquisitions of
Cable Com Inc. and Installation Technicians, Inc.
Anti-takeover ProvisionsANTI-TAKEOVER PROVISIONS MAY INHIBIT CHANGES OF CONTROL
Our articles of incorporation and by-laws contain provisions which may
deter, discourage or make more difficult a takeover or change of control of
Dycom by another corporation. These anti-takeover provisions include:
o- the authority of our board of directors to issue up to 1,000,000
shares of preferred stock without stockholder approval on such terms
and with such rights as our board of directors may determine, and
o- the requirement of a classified board of directors serving staggered
three-year terms.
We have also adopted a shareholder rights plan and have executed change of
control agreements with key officers, which may make it more difficult to effect
a change in control of Dycom and replace incumbent management. Lastly, we are
subject to certain anti-takeover provisions of the Florida Business Corporation
Act. ThesesThese anti-takeover provisions could discourage or prevent a change of
control even if such change of control would be beneficial to stockholders and
could adversely affect the market price of our common stock.
THE COMPANY10
14
USE OF PROCEEDS
We estimate that we will receive net proceeds from the sale of the
2,500,000 shares of common stock offered by us, assuming a public offering price
of $43 13/16 per share and after deducting underwriting discounts and estimated
expenses payable by us, of $103.6 million ($119.2 million if the underwriters'
over-allotment options are exercised in full). We will not receive any proceeds
from the sale of shares of common stock offered by the selling stockholders.
We intend to use the net proceeds of the offering to fund our growth
strategy, including acquisitions, working capital and capital expenditures and
for other general corporate purposes. We also intend to use the net proceeds of
the offering to repay approximately $35.7 million of indebtedness under our
revolving credit facility, subject to reborrowings.
The indebtedness to be repaid out of the net proceeds from the offering
bears interest averaging 6.8% per annum and its maturity is up to 45 months.
This indebtedness was incurred under our revolving credit facility in connection
with the acquisitions of Locating and ECC. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and Note 8 of the Notes to Consolidated Financial Statements
for a further description of our indebtedness.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
Our common stock is traded on the New York Stock Exchange under the symbol
"DY." The following table sets forth, for the periods indicated, the high and
low closing sale prices of our common stock as reported on the New York Stock
Exchange. The table has been adjusted to reflect the 3-for-2 stock split paid in
January 1999.
HIGH LOW
---- ---
FISCAL YEAR ENDED JULY 31, 1997
First Quarter............................................. $ 9 5/8 $ 7 11/16
Second Quarter............................................ 8 3/16 6 3/16
Third Quarter............................................. 8 3/16 6 11/16
Fourth Quarter............................................ 12 6 3/16
FISCAL YEAR ENDED JULY 31, 1998
First Quarter............................................. 18 5/16 11
Second Quarter............................................ 17 5/8 12 13/16
Third Quarter............................................. 19 5/16 15 5/16
Fourth Quarter............................................ 24 3/4 16 13/16
FISCAL YEAR ENDING JULY 31, 1999
First Quarter............................................. 23 13/16 17 7/8
Second Quarter............................................ 39 3/4 23 5/16
Third Quarter (through April 22).......................... 45 31 3/8
On April 22, 1999, the closing sale price of our common stock as reported
on the New York Stock Exchange was $43 13/16 per share. The number of
stockholders of record on April 22, 1999 was approximately 638.
Since 1982 we have not paid any cash dividends and we currently intend to
continue to retain future earnings. Our board of directors will determine any
future change in dividend policies based on financial conditions, profitability,
cash flow, capital requirements, and business outlook, as well as other factors
relevant at the time. Our credit facility expressly limits the payment of cash
dividends to fifty percent of each fiscal year's after-tax profits. The credit
facility's restrictions regarding our debt to net worth, quick and current
ratios also affect our ability to pay dividends.
11
15
CAPITALIZATION
The following table sets forth our capitalization (i) on an actual basis as
of January 31, 1999, (ii) on a pro forma basis to reflect the acquisitions of
Locating, ECC and Apex and (iii) on a pro forma as adjusted basis to give effect
to our receipt of the estimated net proceeds from the sale of 2,500,000 shares
of common stock offered by us at an estimated public offering price of $43 13/16
per share and the application of the estimated net proceeds therefrom. The
information set forth in the table below should be read in conjunction with our
Consolidated Financial Statements and the notes thereto and the Pro Forma
Unaudited Condensed Consolidated Financial Statements included elsewhere in this
prospectus.
JANUARY 31, 1999
------------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------------ ------------ ------------
Long-term debt, including current portion(1)......... $ 15,925,238 $ 48,475,649 $ 12,750,000
Stockholders' equity:
Preferred Stock, $1.00 par value, 1,000,000 shares
authorized; no shares issued and outstanding.... -- -- --
Common Stock, $0.33 1/3 par value; 50,000,000
shares authorized; 22,240,400 shares issued and
outstanding; 23,014,594 shares issued and
outstanding pro forma; and 25,514,594 shares
issued and outstanding pro forma as
adjusted(2)..................................... 7,413,466 7,671,531 8,504,864
Additional paid-in capital......................... 62,198,781 94,098,799 196,870,154
Retained earnings.................................. 45,119,412 45,119,412 45,119,412
------------ ------------ ------------
Total stockholders' equity................. 114,731,659 146,889,742 250,494,430
------------ ------------ ------------
Total capitalization....................... $130,656,897 $195,365,391 $263,244,430
============ ============ ============
- ---------------
(1) Long-term debt, including current maturities of $4,743,624, actual,
$12,978,924, pro forma, and $3,000,000, pro forma as adjusted. For
information concerning our long-term debt, see Note 8 of the Notes to
Consolidated Financial Statements.
(2) This information is based on shares outstanding at January 31, 1999 and does
not include 860,365 shares of common stock issuable upon exercise of
outstanding options.
12
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SUMMARY CONSOLIDATED FINANCIAL DATA
The following table sets forth our summary consolidated financial data for
the periods indicated including certain consolidated pro forma financial
information.
The summary consolidated financial data as of July 31, 1997 and 1998 and
for each of the three years in the period ended July 31, 1998 are derived from
our consolidated financial statements included elsewhere in this prospectus that
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is included elsewhere in this prospectus. The summary
consolidated balance sheet data as of July 31, 1996 has also been derived from
audited financial statements. The financial statements of CCG (consolidated with
our financial statements, are not presented herein) have been audited by Nowalk
& Associates, independent auditors, as stated in their report, which is included
herein and incorporated by reference herein. Our Consolidated Financial
Statements and all financial and operating data derived therefrom have been
combined for all periods presented to include the financial condition and
results of operations of CCG, CCI and ITI.
The summary consolidated financial data as of January 31, 1999 and for the
six months ended January 31, 1998 and 1999 are derived from our unaudited
financial statements included elsewhere in this prospectus and include all
adjustments (consisting only of normal recurring adjustments) which are
necessary to present fairly the results of operations and financial position for
such periods. The results for the six months ended January 31, 1999 are not
necessarily indicative of the results to be expected for the full year.
The pro forma statements of operations data present our financial position
adjusted for the acquisitions of Locating, ECC and Apex. Such information is
presented as if each of these acquisitions had occurred at the beginning of the
periods presented. The pro forma balance sheet data presents our financial
position adjusted for the Locating, ECC and Apex acquisitions as if each of
these acquisitions had occurred as of January 31, 1999.
The supplemental pro forma data presents our statements of operations
adjusted to reflect a provision for income taxes on pooled companies which were
previously "S Corporations" and recorded no provision for income taxes.
The summary pro forma data does not purport to be indicative of the results
of operations that would have been achieved had such acquisitions been
consummated as of the assumed dates, nor are the results intended to be
indicative of our future results of operations. The following data should be
read in conjunction with, and is qualified in its entirety by reference to, our
consolidated financial statements and notes thereto, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the Pro Forma
Unaudited Condensed Consolidated Financial Statements included elsewhere in this
prospectus and the individual financial statements and notes thereto of certain
acquired businesses incorporated by reference herein.
13
17
FISCAL YEAR ENDED JULY 31, SIX MONTHS ENDED JANUARY 31,
------------------------------------------------------ ----------------------------------------
1996 1997 1998 1998 1999
----------- ----------- -------------------------- ----------- --------------------------
ACTUAL PRO FORMA(4) ACTUAL PRO FORMA(4)
----------- ------------ ----------- ------------
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenues:
Contract revenues
earned................. $ 245,937 $ 311,238 $ 368,714 $ 436,411 $ 171,813 $ 205,340 $ 238,754
Other, net............... 1,358 1,181 2,649 3,530 1,084 1,417 1,816
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total revenues..... $ 247,295 $ 312,419 $ 371,363 $ 439,941 $ 172,897 $ 206,757 $ 240,570
----------- ----------- ----------- ----------- ----------- ----------- -----------
Expenses:
Cost of earned revenues,
excluding
depreciation........... $ 198,438 $ 246,026 $ 285,038 $ 334,811 $ 134,957 $ 154,649 $ 179,131
General and
administrative......... 24,368 30,809 36,747 47,873 15,962 20,214 25,843
Depreciation and
amortization........... 10,434 11,814 13,497 17,419 6,323 8,117 10,083
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total expenses..... 233,240 288,649 335,282 400,103 157,242 182,980 215,056
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income before income
taxes.................... 14,055 23,770 36,081 39,838 15,655 23,777 25,514
Provision for income
taxes(1)................. 4,133 7,956 13,045 14,879 5,051 9,633 10,083
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income................. $ 9,922 $ 15,814 $ 23,036 $ 24,959 $ 10,604 $ 14,144 $ 14,821
=========== =========== =========== =========== =========== =========== ===========
Earnings per common
share:(2)
Basic.................... $ 0.53 $ 0.84 $ 1.09 $ 1.14 $ 0.52 $ 0.64 $ 0.65
----------- ----------- ----------- ----------- ----------- ----------- -----------
Diluted.................. $ 0.52 $ 0.83 $ 1.07 $ 1.12 $ 0.51 $ 0.63 $ 0.64
=========== =========== =========== =========== =========== =========== ===========
SUPPLEMENTAL PRO FORMA
FINANCIAL DATA(3):
Income before income
taxes.................... $ 14,055 $ 23,770 $ 36,081 $ 15,655
Pro forma provision for
income taxes(1).......... 4,860 9,841 $ 14,420 6,515
----------- ----------- ----------- -----------
Pro forma net income....... $ 9,195 $ 13,929 $ 21,661 $ 9,140
=========== =========== =========== ===========
Pro forma earnings per
common share:(1)
Basic.................... $ 0.49 $ 0.74 $ 1.02 $ 0.45
----------- ----------- ----------- -----------
Diluted.................. $ 0.48 $ 0.73 $ 1.01 $ 0.44
=========== =========== =========== ===========
Shares used in computing
earnings per common share
and pro forma earnings
per common share:(2)
Basic.................... 18,624,564 18,863,987 21,172,025 21,946,219 20,312,127 22,144,794 22,918,988
Diluted.................. 18,989,729 19,123,034 21,482,634 22,256,828 20,593,035 22,525,818 23,300,012
JULY 31, JANUARY 31, 1999
--------------------------- -------------------------- PRO FORMA
1996 1997 1998 ACTUAL PRO FORMA(4) AS ADJUSTED (5)
------- ------- ------- ----------- ------------ ---------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents.................... $ 3,060 $ 5,276 $35,927 $33,986 $35,810 $103,689
Working capital.............................. 12,360 20,903 81,211 78,149 73,826 151,683
Total assets................................. 82,483 112,512 166,318 180,740 255,928 323,807
Long-term debt, including current portion.... 24,507 31,308 18,136 15,925 48,476 12,750
Total stockholders' equity................... 27,785 42,427 98,379 114,732 146,890 250,494
- ---------------
(1) The results of operations for fiscal 1996, 1997 and 1998 include a $1.1
million, $0.3 million and $0.4 million reduction in the deferred tax
valuation allowance, respectively.
(2) Earnings per common share-basic is calculated by dividing the net income
applicable to common shares by the weighted average shares outstanding
during the period. Earnings per common share-diluted includes the dilutive
effect of common stock options.
(3) The provision for income taxes and net income have been adjusted to reflect
a pro forma tax provision for pooled companies which were previously "S
Corporations" and recorded no provision for income taxes. See Note 1 of the
Notes to Consolidated Financial Statements.
(4) The statement of operations data has been adjusted to reflect the
acquisitions of Locating, ECC and Apex as if they occurred at the beginning
of the periods presented and the consolidated balance sheet data has been
adjusted to reflect these acquisitions as if they occurred on January 31,
1999. In addition to cash consideration, we issued 774,194 shares of our
common stock in connection with these acquisitions. See "Business -- Recent
Acquisitions" and the Pro Forma Unaudited Condensed Consolidated Financial
Statements included in this prospectus.
(5) The pro forma consolidated balance sheet data has been adjusted to give
effect to our estimated net proceeds from the offering and the application
of those proceeds.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We derive most of our contract revenues earned from engineering,
construction and maintenance services to the telecommunications industry.
Additionally, we provide similar services related to the installation of
integrated voice, data and video, local and wide area networks within office
buildings and similar structures and also perform underground utility locating
and electric utility contracting services. We currently perform work for more
than 25 local exchange carriers, cable television multiple system operators,
long distance carriers, competitive access providers, and electric utilities
throughout the United States. We expect that future growth in contract revenues
earned will be generated from (i) increasing the volume of services to existing
customers; (ii) expanding the scope of services to existing customers; (iii)
broadening our customer base; and (iv) geographically expanding our service
area. We expect to grow through internal sources as well as through
acquisitions. Other revenues include interest income and gain on sale of surplus
equipment.
In July 1997, we completed the acquisition of CCG and in April 1998, we
completed the acquisitions of CCI and ITI. Each of these transactions was
accounted for as a pooling of interests. Our financial statements and all
financial and operating data derived therefrom have been combined for all
periods presented herein to include the financial condition and results of
operations of CCG, CCI and ITI. CCG and CCI provide construction services to
cable television multiple system operators, and ITI provides construction and
engineering services to local and long distance telephone companies.
We provide services to our customers pursuant to multi-year master service
agreements and other long- and short-term contracts for particular projects.
Under master service agreements, we agree to provide, for a period of several
years, all specified service requirements to our customer within a given
geographical territory. Under the terms of such agreements, the customer can
typically terminate the agreement with 90 days prior written notice. The
customer, with certain exceptions, agrees to purchase such requirements from us.
Materials to be used in these jobs are generally provided by the customer.
Master service agreements generally provide that we will furnish a specified
unit of service for a specified unit price (e.g., fiber optic cable will be
installed underground for a specified rate of dollars per foot). We recognize
revenue under master service agreements as the related work is performed. We are
currently a party to 52 master service agreements, which may be either bid or
negotiated. Master service agreements are typically bid initially and may be
extended by negotiation. The remainder of our services are provided pursuant to
contracts for particular jobs. Long-term contracts relating to specific projects
have terms in excess of one year from the contract date. Short-term contracts
are generally from three to four months in duration from the contract date,
depending upon the size of the project. Contract revenues from multi-year master
service agreements and other long-term agreements represented 90% and 88%,
respectively, of total contract revenues in fiscal 1998 and for the six-month
period ended January 31, 1999. Contract revenues for fiscal 1998 and for the
six-month period ended January 31, 1999 from multi-year master service
agreements represented 49% and 47%, respectively, of total contract revenues.
Cost of earned revenues includes all direct costs of providing services
under our contracts, other than depreciation on fixed assets owned by us or
utilized by us under capital leases, which are included in depreciation and
amortization expense. Cost of earned revenues includes all costs of construction
personnel, subcontractor costs, all costs associated with operation of
equipment, excluding depreciation, materials not supplied by the customer and
insurance. Because we are primarily self-insured for automobile and general
liability, workers' compensation, and employee group health claims, a change in
experience or actuarial assumptions that did not affect the rate of claims
payments could nonetheless materially adversely affect results of operations in
a particular period. General and administrative costs include all costs of
holding company and subsidiary management personnel, rent, utilities, travel and
centralized costs such as insurance administration, interest on debt,
professional costs and certain clerical and administrative overhead. Our
management personnel, including subsidiary management, undertake all
15
19
sales and marketing functions as part of their management responsibilities and,
accordingly, we do not incur material selling expenses.
We were founded in 1969 and witnessed significant growth during the 1980's
as the result of increasing competitive growth in the long distance telephone
market and the needs of the long distance carriers to replace their copper
cabling with fiber optic cable. Through 1990, we acquired nine operating
subsidiaries. As long distance carriers completed most of their long haul lines
in the late 1980's, we shifted our focus to the local exchange carrier market.
During the early 1990's, our results of operations were materially adversely
affected by a number of internal developments, including (i) adjustments taken
to insurance reserves in fiscal 1991, (ii) write-offs of intangible assets,
including goodwill, of $24.3 million and $1.4 million in fiscal 1993 and fiscal
1994, respectively, incurred in connection with four acquisitions, which
contributed to substantial net losses in those years, and (iii) significant
costs and distraction of management attention associated with a range of
litigation and a governmental investigation, including shareholder litigation
and protracted litigation with a former officer involved in a takeover effort.
All of these matters were concluded in or before fiscal 1995. We do not believe
that any of the events or circumstances we faced in the early 1990's are
indicative of the manner in which we currently operate or future prospects.
RECENT ACQUISITIONS
In February 1999, we acquired Locating, a Washington state-based company,
for $10.0 million. Locating provides underground utility locating services used
to map and mark utilities for cable television providers, multiple system
operators, telephone companies and electrical and gas utilities. Locating will
operate as a wholly-owned subsidiary of Dycom.
In March 1999, we completed the acquisitions of ECC, a Kentucky-based
company that builds and installs new cable television systems and provides
repair and expansion services to cable television systems in several states, and
Apex, also a Kentucky-based company, which installs direct broadcast satellite
systems and provides cable sales and repair services in several states, for an
aggregate purchase price of $21,750,000 and 774,194 shares of our common stock.
Prior to the acquisitions of ECC and Apex, the three stockholders of ECC owned
80% of the outstanding shares of common stock of Apex. Both ECC and Apex will
operate as wholly-owned subsidiaries of Dycom.
On a pro forma basis, these acquisitions would have provided us with
additional revenues of $68.6 million and $33.8 million for the fiscal year ended
July 31, 1998 and the six-month period ended January 31, 1999, respectively.
16
20
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of contract revenues
earned, certain items in our statement of operations for the periods indicated:
SIX MONTHS
FISCAL YEAR ENDED ENDED
JULY 31, JANUARY 31,
----------------------- --------------
1996 1997 1998 1998 1999
----- ----- ----- ----- -----
REVENUES:
Contract revenues earned....................... 100.0% 100.0% 100.0% 100.0% 100.0%
Other, net..................................... 0.6 0.4 0.7 0.6 0.7
----- ----- ----- ----- -----
Total revenues......................... 100.6 100.4 100.7 100.6 100.7
EXPENSES:
Cost of earned revenues, excluding
depreciation................................ 80.7 79.0 77.3 78.5 75.3
General and administrative..................... 9.9 9.9 10.0 9.3 9.8
Depreciation and amortization.................. 4.3 3.8 3.6 3.7 4.0
----- ----- ----- ----- -----
Total expenses......................... 94.9 92.7 90.9 91.5 89.1
----- ----- ----- ----- -----
Income before income taxes....................... 5.7 7.7 9.8 9.1 11.6
Provision for income taxes....................... 1.7 2.6 3.6 2.9 4.7
----- ----- ----- ----- -----
Net income....................................... 4.0 5.1 6.2 6.2 6.9%
=====
Pro forma adjustment to income tax
provision(1)................................... 0.3 0.6 0.3 0.9
----- ----- ----- -----
Pro forma net income(1).......................... 3.7% 4.5% 5.9% 5.3%
===== ===== ===== =====
- ---------------
(1) Reflects a provision for federal income taxes on pooled companies which were
previously "S Corporations" and recorded no provision for federal income
taxes. See Note 1 of the Notes to Consolidated Financial Statements.
SIX MONTHS ENDED JANUARY 31, 1999 COMPARED TO SIX MONTHS ENDED JANUARY 31, 1998
Revenues. For the six-month period ended January 31, 1999, contract
revenues increased $33.5 million, or 19.5%, to $205.3 million as compared to
$171.8 million for the corresponding period in the previous fiscal year. Of this
increase, $32.3 million was attributable to the telecommunications services
group, $1.0 million was attributable to the underground utility locating
services group, and $0.2 million was attributable to the electrical construction
and maintenance services group, reflecting an increased market demand for our
services.
During the six-month period ended January 31, 1999, we recognized $185.7
million of contract revenues from the telecommunications services group as
compared to $153.4 million for the same period in the previous fiscal year, an
increase of 21.1%. The increase in our telecommunications services group
contract revenues reflects increased volume of projects and activities
associated with cable television construction services which increased by $10.8
million to $84.0 million in the six-month period ended January 31, 1999. Of the
remaining $21.5 million increase in telecommunications contract revenues, $16.1
million related to geographic expansion and an increased volume of services to
existing customers under the terms of several new master service agreements.
Contract revenues recognized from the electrical construction and maintenance
services group was $10.1 million and $9.9 million, respectively, for the six
months ended January 31, 1999 and 1998. We recognized contract revenues of $9.5
million from the underground utility locating services group in the six months
ended January 31, 1999 as compared to $8.5 million in the same period last year,
an increase of 11.2%.
Contract revenues from multi-year master service agreements and other
long-term agreements represented 88% and 89% of total contract revenues in the
six months ended January 31, 1999 and 1998, respectively. Contract revenues from
multi-year master service agreements represented 47% of total contract revenues
in each of the six months ended January 31, 1999 and 1998.
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Costs of Earned Revenues. Costs of earned revenues increased $19.6 million
to $154.6 million in the six months ended January 31, 1999 from $135.0 million
in the six months ended January 31, 1998, but decreased as a percentage of
contract revenues to 75.3% from 78.5%. Insurance and equipment costs declined as
a percentage of contract revenues as a result of effective management of
insurance claims, positive results of the corporate safety program, and the
buy-out of certain operating leases. Other factors affecting the improved
operating margin include increased productivity of our labor force combined with
the effective utilization of subcontractors to meet labor demands.
General and Administrative Expenses. General and administrative expenses
increased $4.2 million to $20.2 million in the six months ended January 31, 1999
from $16.0 million in the six months ended January 31, 1998. The increase in
general and administrative expenses for the six months ended January 31, 1999,
as compared to the same period last year, was primarily attributable to
increases in administrative salaries, employee benefits and payroll taxes of
$3.0 million, registration costs of $0.4 million, and other general and
administrative expenses of $1.2 million offset by a reduction in interest costs
of $0.4 million associated with the declining balance of notes payable.
Depreciation and Amortization. Depreciation and amortization increased
$1.8 million to $8.1 million in the six months ending January 31, 1999 as
compared to $6.3 million in the same period last year. The increase in
depreciation and amortization was due to capital expenditures of $22.8 million
in the six-month period ended January 31, 1999 as compared to $10.0 million in
the six-month period ended January 31, 1998, an increase of $12.8 million. The
increased purchases represent capital expenditures in the ordinary course of
business, equipment purchased for the start-up of certain long-term contracts,
and the buy-out of operating leases on terms favorable to us.
Income Taxes. The provision for income taxes was $9.6 million in the
six-month period ended January 31, 1999 as compared to $5.1 million in the same
period last year. Our effective tax rate was 40.5% in the six-month period ended
January 31, 1999 as compared to 32.3% in the same period last year. The
effective tax rate differs from the statutory rate due to state income taxes,
income of Subchapter S Corporations (CCI and ITI) being taxed to their
stockholders, the amortization of intangible assets that do not provide a tax
benefit, and other non-deductible expenses for tax purposes. For the six-month
period ended January 31, 1998, the provision for income taxes has been adjusted
to reflect a pro forma tax provision for pooled companies which were previously
Subchapter S Corporations. The pro forma provision for income taxes was $6.5
million and the pro forma effective tax rate was 41.6% for the six month period
ended January 31, 1998.
Net Income. Net income increased to $14.1 million for the six-month period
ended January 31, 1999 as compared with net income of $10.6 million in the
corresponding period in fiscal year 1998, a 33.4% increase.
YEAR ENDED JULY 31, 1998 COMPARED TO YEAR ENDED JULY 31, 1997
Revenues. Contract revenues increased $57.5 million, or 18.5%, to $368.7
million in fiscal 1998 from $311.2 million in fiscal 1997. Of this increase,
$51.8 million was attributable to the telecommunications services group, $2.8
million was attributable to the electrical construction and maintenance services
group and $2.9 million was attributable to the underground utility locating
services group, reflecting an increased overall market demand for our services.
During fiscal 1998, we recognized $330.6 million of contract revenues from
the telecommunications services group as compared to $278.8 million in fiscal
1997. The increase in our telecommunications services group contract revenues
reflects an increased volume of projects and activity in fiscal 1998 associated
with cable television services, which increased by $36.9 million to $153.5
million in fiscal 1998 from $116.6 million in fiscal 1997. Contract revenues in
the telecommunications services group also increased for services performed in
the design and installation of broadband networks, telephone engineering
services, telephony splicing services, premise wiring services, and revenues
from services performed under master service agreements. We recognized contract
revenues of $20.2 million from the electrical construction and maintenance
services group in fiscal 1998 as compared to $17.4 million fiscal
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1997, an increase of 16.1%. We recognized contract revenues of $17.9 million
from underground utility locating services in fiscal 1998 as compared to $15.0
million in fiscal 1997, an increase of 19.3%.
Contract revenues from multi-year master service agreements and other
long-term agreements represented 90% of total contract revenues in fiscal 1998
as compared to 84% in fiscal 1997, of which contract revenues from multi-year
master service agreements represented 49% of total contract revenues in fiscal
1998 as compared to 51% in fiscal 1997.
Cost of Earned Revenues. Cost of earned revenues increased $39.0 million
to $285.0 million in fiscal 1998 from $246.0 million in fiscal 1997, but
decreased as a percentage of contract revenues to 77.3% from 79.0%. Direct
materials, equipment costs, and other direct costs declined slightly as a
percentage of contract revenues as a result of improved productivity and the
utilization of more modern equipment.
General and Administrative Expenses. General and administrative expenses
increased $5.9 million to $36.7 million in fiscal 1998 from $30.8 million in
fiscal 1997, and increased slightly as a percentage of contract revenues to
10.0% from 9.9%. The increase in general and administrative expenses was
primarily attributable to a $2.4 million increase in administrative salaries,
bonuses, employee benefits and payroll taxes and an increase of $1.2 million in
the provision for doubtful accounts. Acquisition and merger related expenses
charged to general and administrative expenses were $0.6 million and $0.4
million in fiscal 1998 and 1997, respectively.
Depreciation and Amortization. Depreciation and amortization expense
increased $1.7 million to $13.5 million in fiscal 1998 from $11.8 million in
fiscal 1997, but decreased as a percentage of contract revenues to 3.6% from
3.8%. The increase in amount reflects the depreciation of additional capital
expenditures incurred in the ordinary course of business.
Income Taxes. The provision for income taxes was $13.0 million in fiscal
1998 as compared to $8.0 million in fiscal 1997. The provision for income taxes
for 1998 reflects a reduction of $0.4 million in a valuation allowance relative
to certain deferred tax assets. Our effective tax rate was 36.2% in fiscal 1998
as compared to 33.5% in fiscal 1997. The effective tax rate differs from the
statutory tax rate due to state income taxes, income of Subchapter S
Corporations (CCI and ITI) being taxed to their stockholders, the amortization
of intangible assets that do not provide a tax benefit, other non-deductible
expenses for tax purposes and the reduction in a valuation allowance relative to
certain deferred tax assets. As of the date of the merger, CCI and ITI
recognized a combined deferred tax liability of $0.6 million which was included
in the results of operations for the quarter ended April 30, 1998.
The pro forma provision for income taxes to give effect to pooled S
Corporations was $14.4 million in fiscal 1998 as compared to $9.8 million in
fiscal 1997. The pro forma effective tax rate was 40.0% in fiscal 1998 and 41.4%
in fiscal 1997.
Net Income. Net income increased to $23.0 million in fiscal 1998 from
$15.8 million in fiscal 1997, a 45.7% increase. Pro forma net income increased
to $21.7 million in fiscal 1998 from $13.9 million in fiscal 1997, a 55.5%
increase.
YEAR ENDED JULY 31, 1997 COMPARED TO YEAR ENDED JULY 31, 1996
Revenues. Contract revenues increased $65.3 million, or 26.6%, to $311.2
million in fiscal 1997 from $245.9 million in fiscal 1996. Of this increase,
$57.3 million was attributable to the telecommunications services group, $6.7
million was attributable to the electrical construction and maintenance services
group and $1.3 million was attributable to the underground utility locating
services group, reflecting an increased overall market demand for our services.
During fiscal 1997, we recognized $278.8 million of contract revenues from the
telecommunications services group as compared to $221.5 million in fiscal 1996.
The increase in our telecommunications services group reflects an increased
volume of projects and activity in fiscal 1997 associated with cable television
services, which increased by $32.4 million to $116.6 million in fiscal 1997 from
$84.2 million in fiscal 1996, the design and installation of broadband networks,
telephony engineering services, and premise wiring services, partially offset by
a slight decline in contract revenues from services performed under master
service agreements. Contract revenues from master service
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agreements were a significant source of our revenues, representing approximately
51% of total contract revenues in fiscal 1997 as compared to 56% in fiscal 1996.
We recognized contract revenues of $17.4 million from electrical construction
and maintenance services in fiscal 1997 as compared to $10.7 million in fiscal
1996, an increase of 62.6%. We recognized contract revenues of $15.0 million
from underground utility locating services in fiscal 1997 as compared to $13.7
million in fiscal 1996, an increase of 9.5%.
Contract revenues from long-term agreements represented 84% of total
contract revenues in fiscal 1997 as compared to 87% in fiscal 1996. In addition,
contract revenues from master service agreements continued to be a significant
source of our revenues, representing 51% of total contract revenues in fiscal
1997 as compared to 56% in fiscal 1996.
Costs of Earned Revenues. Costs of earned revenues increased $47.6 million
to $246.0 million in fiscal 1997 from $198.4 million in fiscal 1996, but
decreased as a percentage of contract revenues to 79.0% from 80.7%. Direct
labor, equipment and materials costs declined slightly as a percentage of
contract revenues as a result of improved productivity in the labor force and
the utilization of more modern equipment. Additionally, insurance costs declined
by approximately $1.6 million as a result of fewer claims arising in fiscal
1997.
General and Administrative Expenses. General and administrative expenses
increased $6.4 million to $30.8 million in fiscal 1997 from $24.4 million in
fiscal 1996, but remained stable at 9.9% of contract revenues. The increase in
general and administrative expenses was primarily attributable to a $4.1 million
increase in administrative salaries, bonuses, employee benefits and payroll
taxes. We also incurred professional and related expenses associated with the
CCG Acquisition of $0.4 million in fiscal 1997.
Depreciation and Amortization. Depreciation and amortization expense
increased $1.4 million to $11.8 million in fiscal 1997 from $10.4 million in
fiscal 1996, but decreased as a percentage of contract revenues to 3.8% from
4.3%. The increase in amount reflects the depreciation of additional capital
expenditures incurred in the ordinary course of business.
Income Taxes. The provision for income taxes was $8.0 million in fiscal
1997 as compared to $4.1 million in fiscal 1996. The provision for income taxes
for fiscal 1996 reflects a reduction of $1.1 million in a valuation allowance
relative to certain deferred tax assets. Our effective tax rate was 33.5% in
fiscal 1997 as compared to 29.4% in fiscal 1996. The effective tax rate differs
from the statutory tax rate due to state income taxes, taxable income of
Subchapter S Corporations (CCI and ITI) being taxed to their stockholders, the
amortization of intangible assets that do not provide a tax benefit, other
non-deductible expenses for tax purposes and, in fiscal 1996, the reduction in a
valuation allowance relative to certain deferred tax assets.
The pro forma provision for income taxes to give effect to pooled S
Corporations was $9.8 million in fiscal 1997 as compared to $4.9 million in
fiscal 1996. The pro forma effective tax rate was 41.4% in fiscal 1997 and 34.6%
in fiscal 1996.
Net Income. Net income increased to $15.8 million in fiscal 1997 from $9.9
million in fiscal 1996, a 59.4% increase.
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QUARTERLY RESULTS OF OPERATIONS
The following table sets forth historical financial data for the fiscal
quarters of 1997, 1998 and 1999 through January 31, 1999. This quarterly
information is unaudited, but has been prepared on a basis consistent with our
audited financial statements presented elsewhere herein and, in our opinion,
includes all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the information for the quarters presented.
The operating results for any quarter are not necessarily indicative of the
results for any future period.
QUARTER ENDED
---------------------------------------------------------------
FISCAL YEAR 1997 FISCAL YEAR 1998
----------------------------------------- -------------------
OCT. 31, JAN. 31, APR. 30, JULY 31, OCT. 31, JAN. 31,
1996 1997 1997 1997 1997 1998
-------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Total revenues..................... $72.2 $71.8 $80.8 $87.6 $91.4 $81.5
Income before income taxes......... 5.1 4.0 6.1 8.6 8.4 7.3
Net income......................... 3.4 2.6 4.2 5.6 5.7 4.9
Earnings per share:
Basic............................ $0.18 $0.14 $0.22 $0.30 $0.30 $0.23
Diluted.......................... 0.18 0.13 0.22 0.29 0.30 0.22
Pro forma net income(1)............ $ 2.9 $ 2.5 $ 3.6 $ 4.9 $ 4.8 $ 4.3
Pro forma earnings per share:(1)
Basic............................ $0.15 $0.13 $0.19 $0.26 $0.25 $0.20
Diluted.......................... 0.15 0.13 0.19 0.26 0.25 0.20
AS A PERCENTAGE OF TOTAL REVENUES:
Total revenues..................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Income before income taxes......... 7.1 5.5 7.5 9.9 9.2 8.9
Net income......................... 4.7 3.6 5.2 6.5 6.3 6.0
Pro forma net income(1)............ 4.0 3.5 4.5 5.6 5.3 5.3
QUARTER ENDED
-----------------------------------------
FISCAL YEAR 1998 FISCAL YEAR 1999
------------------- -------------------
APR. 30, JULY 31, OCT. 31, JAN. 31,
1998 1998 1998 1999
-------- -------- -------- --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Total revenues..................... $96.9 $101.6 $109.3 $97.5
Income before income taxes......... 8.8 11.6 12.6 11.2
Net income......................... 5.3 7.1 7.5 6.7
Earnings per share:
Basic............................ $0.24 $ 0.32 $ 0.34 $0.30
Diluted.......................... 0.24 0.32 0.33 0.29
Pro forma net income(1)............ $ 5.4
Pro forma earnings per share:(1)
Basic............................ $0.25
Diluted.......................... 0.24
AS A PERCENTAGE OF TOTAL REVENUES:
Total revenues..................... 100.0% 100.0% 100.0% 100.0%
Income before income taxes......... 9.1 11.4 11.6 11.5
Net income......................... 5.5 7.0 6.9 6.9
Pro forma net income(1)............ 5.6
- ---------------
(1) Reflects a provision for federal income taxes on pooled companies which were
previously "S Corporations" and recorded no provision for federal income
taxes. See Note 1 of the Notes to Consolidated Financial Statements.
We have historically experienced variability in revenues, income before
income taxes and net income on a quarterly basis. A significant amount of this
variability is due to the fact that our business is subject to seasonal
fluctuations, with activity in our second and occasionally third fiscal quarters
(the quarters ended January 31 and April 30 in a given fiscal year) being
adversely affected by weather. For example, our revenues, income before income
taxes and net income for the second quarter of fiscal 1997 and 1998 were
adversely affected by severe winter weather, including significant snowfall,
experienced during that time. In addition, budgetary spending patterns of
significant customers, which often run on a calendar year basis, have resulted
in greater volatility of second fiscal quarter results. We have witnessed
increased sales of engineering services in recent years, and an increase in the
level of such services may offset the effect of these seasonal factors, although
no assurance can be given.
We have experienced and expect to continue to experience quarterly
fluctuations in revenues, income before income taxes and net income as a result
of other factors, including the timing and volume of customers' construction and
maintenance projects, the commencement, renewal or termination of master service
agreements, safety performance and the timing of additional costs to support
growth by acquisition or otherwise.
LIQUIDITY AND CAPITAL RESOURCES
Our needs for capital are attributable primarily to our needs for equipment
to support our contractual commitments to customers and our needs for working
capital sufficient for general corporate purposes. Capital expenditures have
been financed by operating and capital leases, bank borrowings and internal cash
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flow. To the extent that we seek to grow by acquisitions that involve
consideration other than our stock, our capital requirements may increase,
although we are not currently subject to any commitments or obligations with
respect to any acquisitions. Our sources of cash have historically been from
operating activities, bank borrowings, proceeds arising from the sale of idle
and surplus equipment and real property, and the public offering of our common
stock.
For fiscal 1998, net cash provided by operating activities was $30.6
million compared to $12.8 million for fiscal 1997 and $19.5 million for fiscal
1996. Net income and non-cash charges are the primary sources of operating cash
flow. The increase in net cash provided by operating activities in fiscal 1998
was due primarily to an increase in net income and other non-cash expenses. The
increase was also attributable to funds advanced by a customer for materials and
start-up expenses related to certain long-term construction contracts. The
amounts advanced at July 31, 1998 were $9.4 million. For the six-month period
ended January 31, 1999, net cash provided by operating activities was $24.3
million compared to $10.4 million for the six-month period ended January 31,
1998. Working capital items contributed $2.2 million to operating cash flow for
the six-month period ended January 31, 1999 principally through a decrease in
accounts receivable and an increase in accounts payable offset by an increase in
other current assets and unbilled revenues and a decrease in income taxes
payable.
For fiscal 1998, net cash used in investing activities for capital
expenditures was $21.5 million, compared to $16.1 million in fiscal 1997 and
$13.5 million in fiscal 1996. For fiscal 1998 and fiscal 1997, these capital
expenditures were for the normal replacement of equipment and the buy out of
certain operating leases on terms favorable to us. For fiscal 1996, these
capital expenditures were for normal equipment replacement and for additional
equipment purchases made by the underground utility locating group to service
new geographic areas. In addition to equipment purchases, we obtained
approximately $2.2 million of equipment in fiscal 1998, $3.3 million of
equipment in fiscal 1997, and $3.0 million of equipment in fiscal 1996 under
noncancellable operating leases. In the six-month period ended January 31, 1999,
net cash used in investing activities was $26.0 million as compared to $9.0
million for the same period last year. For the six-month period ended January
31, 1999, capital expenditures of $22.8 million were for the normal replacement
of equipment in the ordinary course of business, equipment purchased for the
start up of certain long-term contracts, and the buy-out of operating leases on
terms favorable to us.
In August 1998, we purchased a 13.0% equity interest in Witten
Technologies, Inc. ("Witten") for $3.0 million. Witten has developed, and is the
owner of, various proprietary technologies and materials relating to
ground-penetrating radar and the use of other electromagnetic frequencies. In
addition to the equity received, we have acquired an exclusive license to market
certain technologies within the United States and Canada. Witten is being
accounted for as an unconsolidated affiliate. Additionally, we purchased assets
of a business, which included a non-compete agreement, for $750,000 for use in
the telecommunications services group.
At January 31, 1999, we had outstanding borrowings of $15.4 million against
our $85.0 million credit facility consisting of (i) $2.6 million of advances
under the equipment and small business purchase facility and (ii) $12.8 million
outstanding under the term-loan facility. The interest rate on the outstanding
equipment advances was at LIBOR plus 1.75% or 7.0% and the interest rate on the
outstanding term loan was at the bank's prime interest rate minus 0.50% or
7.25%. In addition, we had $11.4 million in outstanding letters of credit issued
as security to our insurance administrators as part of our self-insurance
program.
Subsequent to January 31, 1999, we utilized the available credit facility
to finance the cash portion of the Locating and ECC acquisitions. The total cash
portion of these acquisitions was $31.8 million.
Our bank credit agreement provides for a total facility of up to $85.0
million. The credit facility provides for (i) a $30.0 million revolving working
capital facility; (ii) a $15.0 million standby letter of credit facility; (iii)
a $25.0 million revolving equipment acquisition and small business purchase
facility; and (iv) a $15.0 million five-year term loan.
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The five-year term loan facility is payable in quarterly installments
through April 2003. During the six months ended January 31, 1999, we repaid $1.5
million on this facility. The revolving equipment acquisition and small business
purchase facility, the revolving working capital facility and the standby letter
of credit facility are available for a two-year period. At January 31, 1999, we
had available borrowing capacity of $22.4 million under the revolving equipment
acquisition and small business purchase facility, $30.0 million under the
revolving working capital facility and $3.6 million under the standby letter of
credit facility.
The credit agreement requires us to maintain certain financial covenants
and conditions. The credit agreement restricts encumbrances on assets and the
creation of additional indebtedness and limits the payment of cash dividends to
fifty percent of each fiscal year's after tax profits. All obligations under the
credit agreement are unconditionally guaranteed by our subsidiaries and secured
by certain property and assets of Dycom and its subsidiaries. At January 31,
1999, we were in compliance with all the covenants and conditions under the
credit agreement.
Our acquired subsidiaries, CCI and ITI, had outstanding credit facilities
prior to our acquisition of such companies. CCI had a $5.2 million revolving
credit facility for funding working capital and a $2.0 million term note
incurred to purchase equipment. ITI had a $2.0 million revolving credit facility
for funding working capital and a $0.5 million multiple advance term facility
for equipment acquisitions. During the fourth quarter of fiscal 1998, we paid
off the outstanding balances of $8.1 million under these facilities with
existing cash balances and subsequently terminated such facilities.
In the six-month period ended January 31, 1999, net cash used in financing
activities was $0.2 million which was primarily attributable to normal debt
payments, under the terms of our bank credit agreement, of $2.4 million offset
by funds received from the exercise of stock options of $2.2 million during the
period.
We foresee our capital resources together with existing cash balances to be
sufficient to meet our financial obligations, including the scheduled debt
payments under our credit agreement and operating lease commitments, and to
support our normal replacement of equipment at our current level of business for
at least the next twelve months. Our future operating results and cash flows may
be affected by a number of factors including our success in bidding on future
contracts and our continued ability to effectively manage controllable costs.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive
Income," which establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full set
of general purpose financial statements. This statement requires that an
enterprise classify items of other comprehensive income by their nature in a
financial statement and display the accumulated balance of other comprehensive
income separately from retained earnings and additional paid-in capital in the
equity section of a statement of financial position. This statement is effective
for fiscal years beginning after December 15, 1997.
In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information," which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes the standards for related disclosures about
products and services, geographic areas, and major customers. This statement
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The financial information
is required to be reported on the basis that it is used internally for
evaluating segment performance and deciding how to allocate resources to
segments. Operating segments are components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. This statement is effective for financial statements for
periods beginning after December 15, 1997.
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In February 1998, the FASB issued SFAS No. 132 "Employees Disclosures About
Pension and Other Postretirement Benefits," which revises certain disclosures
about pension and other postretirement benefit plans. This statement does not
change the measurement and recognition methods for pensions or postretirement
benefits costs reported in financial statements. This statement is effective for
fiscal years beginning after December 15, 1997.
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities," which establishes standards for the
accounting and reporting of derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for financial statements for periods beginning after June 15, 1999.
We are currently evaluating the requirements and related disclosures of
SFAS No. 130, 131, 132 and 133.
YEAR 2000 COMPLIANCE
We have reviewed our computer systems to identify those areas that could be
adversely affected by year 2000 software failures. We have converted
approximately 85% of our information systems to be year 2000 compliant. We have
incurred approximately $1.4 million through January 31, 1999 and will incur
approximately $0.5 million in the remainder of fiscal 1999 to complete the
information system conversions, including the implementation and conversion cost
of our recently acquired subsidiaries. We believe that our systems are year 2000
compliant and any additional expenditures that may be required in connection
with the year 2000 issue are not expected to be material. In addition, we
believe that many of our customers, particularly local exchange and long
distance carriers and cable multiple system operators, are also impacted by the
year 2000 issue, which in turn could affect us. We are assessing the compliance
efforts of our major customers and suppliers. If the systems of certain of our
customers and suppliers, particularly the local exchange and long distance
carriers and cable multiple system operators and others on whose services we
depend or with whom our systems interface, are not year 2000 compliant, it could
have a material adverse effect on us. We will be formulating a contingency plan
prior to the end of the current fiscal year to address the possible side
effects, if any, of our customers and suppliers experiencing year 2000 problems.
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BUSINESS
OVERVIEW
We are a leading provider of engineering, construction and maintenance
services to telecommunications and utility providers throughout the United
States. Our comprehensive range of telecommunications infrastructure services include the
engineering, placement and maintenance of aerial, underground, and buried
fiber-optic, coaxial and copper cable systems owned by local and long distance
communications carriers,telephone companies, competitive local exchange carriers, and cable television
multiple system operators. Additionally, we provide similar services related to
the installation of integrated voice, data, and video local and wide area
networks within office buildings and similar structures.structures and the installation of
direct broadcast satellite systems. We also perform underground utility locating
and electric utility contracting services. For fiscal 1998 and for the six-month
period ended January 31, 1999, telecommunications services contributed
approximately 90% of our contract revenues, underground utility locating
services contributed approximately 5% and electrical construction and
maintenance services contributed approximately 5%.
Through our fourteen wholly-owned and independently operating subsidiaries,
we have long-standing relationships with many leading local exchange carriers,
long distance providers, competitive access providers, cable television multiple
system operators and electric utilities. Such key customers include BellSouth
Telecommunications, Inc., Comcast Cable Communications, Inc., MediaOne, Inc.,
Tele-Communications, Inc., Sprint Corporation, GTE Corporation, U.S. West
Communications, Inc. and Florida Power and Light Company. During fiscal 1998 and
the six-month period ended January 31, 1999, approximately 90% and 88%,
respectively, of our revenues came from multi-year master service agreements and
other long-term agreements with large telecommunications providers and electric
utilities.
RECENT ACQUISITIONS
In July 1997, we acquired CCG, a Pennsylvania-based provider of
construction services to cable television multiple system operators. In April
1998, we acquired CCI, a Georgia-based firm that provides construction services
to cable television multiple system operators, and ITI, a Missouri-based firm
that provides construction and engineering services to local and long distance
telephone companies. Each of these acquisitions was accounted for as a pooling
of interests. These transactions have diversified our telephone company customer
base to include a broader mix of work for cable television multiple system
operators. The acquisition of CCG also created a greater geographic presence for
us in the Mid-Atlantic, Midwest and Northeast regions of the United States,
while the acquisitions of CCI and ITI have further expanded our operations in
the Midwest, Upper Midwest, Rocky Mountain and West Coast regions of the United
States.
In February 1999, we acquired Locating, a Washington state-based company,
for $10.0 million. Locating provides underground utility locating services used
to map and mark utilities for cable television providers, multiple system
operators, telephone companies and electrical and gas utilities. Our acquisition
of Locating expands our presence in the underground utility locating services
industry and our geographic presence in the West Coast region of the United
States.
On March 31, 1999, we completed the acquisitions of ECC, a Kentucky-based
company that builds and installs new cable television systems and provides
repair and expansion services to cable television systems in several states, and
Apex, also a Kentucky-based company, which installs direct broadcast satellite
systems and provides cable sales and repair services in several Midwestern
states, for an aggregate purchase price of $21,750,000 and 774,194 shares of our
common stock. Prior to the acquisitions of ECC and Apex, the three stockholders
of ECC owned 80% of the outstanding shares of common stock of Apex. Both ECC and
Apex will operate as wholly-owned subsidiaries of Dycom.
In connection with the acquisitions of CCG, CCI, ITI, Locating and ECC we
entered into five year employment contracts with certain executive officers and
selling stockholders of each of the acquired companies.
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INDUSTRY OVERVIEW
The telecommunications industry is undergoing rapid change. Deregulation,
competitive deployment of networks and growth in consumer demand for enhanced
telecommunications services create the need for the construction of additional
telecommunications infrastructure for new and existing providers. As a result of
this increased need for upgraded and expanded telecommunications infrastructure
and the focus on reducing costs, telecommunications providers have been
outsourcing and are expected to continue to outsource their telecommunications
infrastructure engineering, construction and maintenance requirements.
Deregulation. The Telecom Act, enacted on February 8, 1996, substantially
revised the Federal Communications Act of 1934. It established a dual
federal-state regulatory framework for eliminating certain barriers to
competition faced by competitors of incumbent local exchange carriers. Among
other things, it preempts state and local government control over access to the
telecommunications market and opens such market to new entrants. The elimination
of entry barriers will lead to increased construction of competing
telecommunications networks as competitive telecommunications providers,
existing as well as new, expand into new markets and offer services that once
were reserved for incumbents. The competition generated by the Telecom Act is
expected to continue to spur existing service providers to expand and improve
their existing facilities.
While the Telecom Act significantly removed barriers to competition, many
state regulatory commissions have modified regulation of telecommunications
providers. Historically, telecommunications providers were limited by state
regulations to earning a predetermined return on capital investments. Since
1994, most of the states have repealed such regulations, substituting
regulations which limit the price telecommunications providers may charge
consumers, while eliminating the caps on the profits they may earn. These new
state regulatory frameworks eliminate profit guarantees for telecommunications
providers, while offering the potential for enhanced profitability. The combined
effect of increased competition and the prospects for greater profitability will
lead new and existing telecommunications providers to become increasingly
efficient in constructing and maintaining telecommunications infrastructure.
Competitive Deployment of Networks. Telecommunications providers and cable
television multiple system operators are actively expanding networks to provide
their customers with a combined offering of voice, video and data communications
services. Additionally, electric utilities are currently using fiber optic
technology to develop and maintain demand monitoring systems. These systems can
be used as a means of controlling the need to build additional generation
capacity and also provide electric utilities opportunities to market excess
communications capacity to telecommunications providers. Once built, these
systems will require continuous maintenance and periodic upgrading. Such
additional telecommunications infrastructure will also permit long distance
carriers and content providers to connect customers without the need to pay
exchange access fees to their competitors, local exchange carriers or cable
companies.
Growth in Consumer Demand. Increasing consumer demand is also spurring
growth in the telecommunications industry. Not only has the amount of
traditional telephone voice traffic increased, but the growth of personal
computers and modems has created significant data traffic from a wide variety of
sources. For example, businesses with multiple locations increasingly require
geographically dispersed local area networks to be linked in sophisticated wide
area networks handling large volumes of telecommunications traffic. In addition,
the Internet has expanded beyond its traditional data transmission and
file-sharing functions to offer e-mail, new data sources, commercial services,
transaction processing, independent bulletin boards, the World Wide Web and
voice transmission. To handle the growing volume of communications traffic and
to provide faster and higher quality transmission, telecommunications providers
will be required to upgrade and expand their telecommunications networks and
related infrastructure.
Consumer demand for services provided over fiber optic cable has resulted
in a demand for broader bandwidth. Limited by the size of the cable or other
facilities through which communications flow, bandwidth controls both the speed
and breadth of voice, video and data communications. Because of the physical
limitations of the existing network facilities, there is an immediate need to
upgrade facilities with new and innovative technology, expanding and, in many
cases, replacing existing telecommunications
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infrastructure to allow for increased bandwidth and the resultant faster and
greater volume of communications flow.
Even local governments are increasingly becoming directly involved in
telecommunications network construction because of the perception that
telecommunications infrastructure is essential to economic growth. Local
governments spur increased demand for cable television construction services by
imposing requirements for improved services as a precondition to renewal of
franchises. Additionally, in some cases, local governments view the construction
of such infrastructure as an appropriate governmental response to private
enterprises' failure to act in a timely manner, and the cost of expanding and
upgrading telecommunications infrastructure is appearing more frequently in
governmental budgets.
Increased Outsourcing. The need to upgrade and expand telecommunications
infrastructure as a result of deregulation, competitive deployment of networks
and the growth in consumer demand for enhanced telecommunications services is
expected to continue to stimulate telecommunications providers to increase the
current level of outsourcing to independent contractors who serve the industry.
The outsourcing trend has largely been driven by the efforts of
telecommunications providers to reduce costs and to focus on their core
competencies. Independent contractors, such as us, typically have lower cost
structures than the telecommunications providers, primarily as a result of the
independent contractors' lower direct and overhead cost structures. In addition,
we believe that telecommunications providers are seeking comprehensive solutions
to their infrastructure needs by utilizing fewer qualified contractors to
provide a full range of telecommunications infrastructure services.
Participant Consolidation. Historically, our industry has been highly
fragmented. Although industry annual revenues are estimated to be several
billions of dollars, few of these companies are publicly traded. Most companies
in our industry are small, privately-held companies with annual revenues of less
than $100 million. While the industry has attracted some participation in the
past from pipeline and power plant construction firms, to date these firms have
not significantly impacted the industry.
In response to the newly deregulated operating environment, the industry
has experienced some increase in business combinations among the smaller private
firms. The resulting combinations, for the most part, however, may be unable,
due to resource constraints, to adequately meet the standards demanded by
telecommunications providers seeking to outsource their telecommunications
infrastructure services function. Going forward, service firms will need
significant management expertise, technical capabilities and capital resources
to provide the level of service necessary to gain significant market share. As a
result, we believe that the industry will experience consolidation in the future
and that strategic acquisition opportunities will continue to become available.
THE DYCOM SOLUTION
We provide a comprehensive solution to telecommunications providers
throughout the United States who need to deploy large and complex
telecommunications infrastructure quickly and with a high level of quality. Our
ability to serve a wide and diverse geographic area and our demonstrated
expertise in engineering and construction project management give us a distinct
competitive advantage in obtaining customer service contracts. As
telecommunications providers begin to offer new and expanded services on a
global basis, the time to market for these services is a critical factor in
their success. We are able to rapidly mobilize our capital equipment, financial
assets and personnel resources to effectively respond to the increasing scale
and time constraints of customer demands. In addition, we have recently begun to
offer our customers integrated engineering, procurement, construction and
maintenance services on large-scale turnkey projects, which we believe
distinguishes us from many of our competitors. We have offered our
telecommunications engineering, construction and maintenance services solution
on a national basis to local and long distance communications carriers,
competitive access providers, cable television multiple system operators and
electric utilities since 1984.
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BUSINESS STRATEGY
Our objective is to be a leading high quality and cost effective provider
of engineering, construction and maintenance services to the telecommunications
industry. To meet this objective, we have identified the following key business
strategies:
Leverage Expertise and Leadership Position. We believe that in this highly
fragmented industry, our technical expertise and reputation should give us a
competitive advantage in securing new business from our current customers, as
well as from new customers. We believe that our reputation for quality and
reliability, operating efficiency, financial and personnel resources, and
technical expertise (e.g., ability to serve a wide geographic area and ability
to provide customers with a comprehensive solution) provide us with a
competitive advantage in bidding for and winning new contracts. We intend to
pursue the larger, more technically complex telecommunications infrastructure
projects where our technical expertise and reputation should have a greater
impact. In addition, we believe that our ability to provide integrated
engineering, procurement, construction and maintenance services on large-scale
turnkey projects distinguishes us from many of our competitors.
Effectively Utilize Decentralized Management. In order to enhance customer
service, we maintain a focused, decentralized management structure. Our holding
company structure emphasizes the importance of local subsidiary-based management
teams, which are granted significant operating flexibility in running their
business. We believe that this decentralized operating structure enables
management to make decisions and mobilize resources more quickly based on
knowledge of the local markets and the specific needs of their customers. We
complement the decentralized operating structure by sharing operating
information among our subsidiaries.
Reduce Operating Costs and Increase Productivity. We believe that the cost
savings in centralizing administrative tasks, such as insurance, asset
management, and information technology through our holding company structure,
combined with decentralized operating management, enables us to be a more cost-
effective provider of telecommunications engineering, construction and
maintenance services. As a service provider, the productivity of our own work
force and the work of our subcontractors has the single largest impact on our
cost structure. High quality, decentralized management assists us in maintaining
quality performance from our work force, as well as managing our costs. In order
to respond to peak demands for our services and to control labor expenses, we
also redeploy manpower among our subsidiaries.
Refine and Enhance Formal Estimating Process. We utilize proprietary
software to collect, maintain and statistically analyze extensive amounts of
historical cost and pricing information. Our operating subsidiaries collect
detailed cost and pricing information on a state by state, customer by customer
and job by job basis. We use this data and analysis as part of a formal
estimating process when reviewing new business opportunities. We believe that,
as a result of this process, we are able to price jobs more accurately and more
effectively allocate our resources. We will continually seek to enhance the
effectiveness of our proprietary software system by expanding the amount of
information that we gather and improving our analysis of the data.
GROWTH STRATEGY
As a result of the increased demand for telecommunications engineering,
construction and maintenance services, greater emphasis on outsourcing of such
services by telecommunications providers, and the fragmented nature of the
industry, we believe there are significant opportunities to expand our business
internally and through acquisitions.
Internal Growth. We are focused on generating internal growth by: (i)
increasing the volume of services to existing customers; (ii) expanding the
scope of services to existing customers; (iii) broadening our customer base; and
(iv) geographically expanding our service area. We are also seeking to reduce
operating expenses and improve operating margins by centralizing costs such as
insurance administration, asset management and information technology, thereby
eliminating redundancies at the subsidiary level. Additionally, the competitive
pressures of deregulation have prompted several existing customers to
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increase the outsourcing of noncore activities, which can provide opportunities
for enhancing internal growth without necessarily requiring us to achieve market
share gains.
Growth Through Acquisitions. As part of our growth strategy, we intend to
capitalize on the current opportunity to make strategic acquisitions of
engineering, construction and maintenance services companies serving the
telecommunications industry throughout the United States. We continually review
and evaluate potential acquisition candidates and believe that as competition
intensifies, smaller companies will seek to consolidate with companies such as
us. We target acquisitions that provide complementary services in existing
markets that we serve or allow expansion into new geographic areas. For our
acquisition targets, our key criteria are profitability in excess of industry
standards, stable and growing customer base, proven operational and technical
competence, and experienced management that fits within our decentralized
operating structure. Further, we seek the opportunity to realize cost savings by
eliminating redundant costs and achieving economies of scale in certain items
such as insurance, information technologies and administrative functions. We
believe that we can attain significant revenue and earnings growth through
acquisitions; however, there can be no assurance that we will be able to acquire
and integrate such businesses successfully or that such acquisitions will have a
positive effect on our operating results.
We believe that a variety of attractive consolidation opportunities exist
within the currently fragmented telecommunications engineering, construction and
maintenance services industry and, while we are not currently a party to any
agreements, understanding or arrangements regarding any material acquisitions,
we are currently evaluating a number of potential acquisition prospects. We
believe that additional acquisition opportunities may be available to implement
our acquisition strategy upon completion of this offering.
SERVICES
Telecommunications Services
Engineering. We provide outside plant engineers and drafters to local
exchange carriers and competitive access providers. We design aerial, buried and
underground fiber optic and copper cable systems from the telephone central
office to the ultimate consumer's home or business. Engineering services for
local exchange carriers include the design of service area concept boxes,
terminals, buried and aerial drops, transmission and central office equipment
design and the proper administration of feeder and distribution cable pairs. For
competitive access providers, we design building entrance laterals, fiber rings
and conduit systems. We obtain rights of way and permits in support of
engineering activities, and provide construction management and inspection
personnel in conjunction with engineering services or on a stand alone basis.
For cable television multiple system operators, we perform make ready studies,
strand mapping, field walk out, computer-aided radio frequency design and
drafting, and fiber cable routing and design.
Construction and Maintenance. The services we provide include the placing
and splicing of cable, excavation of trenches in which to place the cable,
placement of related structures such as poles, anchors, conduits, manholes,
cabinets and closures, placement of drop lines from the main distribution lines
to the customer's home or business, and maintenance and removal of these
facilities. In addition, we install and maintain transmission and central office
equipment. We have the capacity to directionally bore the placement of cables, a
highly specialized and increasingly necessary method of placing buried cable
networks in congested urban and suburban markets where trenching is highly
impractical. With our acquisition of Apex, we provide installation and
maintenance services of direct broadcast satellite systems.
Premise Wiring. We also provide premise wiring services to a variety of
large corporations and certain governmental agencies. These services, unlike the
engineering, construction and maintenance services provided under various master
service agreements and to cable television multiple system operators, are
limited to the installation, repair and maintenance of telecommunications
infrastructure within improved structures. Projects include the placement and
removal of various types of cable within buildings and individual offices. These
services generally include the development of communication networks within a
company or government agency related primarily to the establishment and
maintenance
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of computer operations, telephone systems, Internet access and communications
monitoring systems established for purposes of monitoring environmental controls
or security procedures.
Underground Utility Locating Services
We are a provider of underground utility locating services, primarily to
telecommunications providers. Under a variety of state laws, excavators are
required to locate underground utilities prior to excavating. Utilities located
include telephone, cable television, power and gas. Recently, excavators
performing telecommunications network upgrades and expansions have generated
significant growth in requests for underground utility locating, and we expect
this trend to continue. We are currently a party to 30 underground utility
locating contracts. We offer these services throughout the United States.
Electrical Construction and Maintenance Services
We perform electrical construction and maintenance services for electric
companies. This construction is performed primarily as a stand alone service,
although at times it is performed in conjunction with services for
telecommunications providers. These services include installing and maintaining
electrical transmission and distribution lines, setting utility poles and
stringing electrical lines, principally above ground. The work performed often
involves high voltage splicing and, on occasion, the installation of underground
high voltage distribution systems. We also provide the repair and replacement of
lines which are damaged or destroyed as a result of weather conditions.
Revenues by Service Group
For the fiscal years ended July 31, 1996, 1997 and 1998 and the six-month
periods ended January 31, 1998 and 1999, the percentages of our total contract
revenues earned were derived from telecommunications services, underground
utility locating services and electrical construction and maintenance services
as set forth below.
SIX MONTHS
ENDED
FISCAL YEAR ENDED JULY 31, JANUARY 31,
--------------------------- --------------
1996 1997 1998 1998 1999
----- ----- ----- ---- ----
Telecommunications services....................... 90% 90% 90% 89% 90%
Underground utility locating services............. 6 5 5 5 5
Electrical construction and maintenance
services........................................ 4 5 5 6 5
--- --- --- --- ---
Total................................... 100% 100% 100% 100% 100%
=== === === === ===
CUSTOMER RELATIONSHIPS
Our current customers include local exchange carriers such as BellSouth
Telecommunications, Inc., SBC Communications, Inc., U.S. West Communications,
Inc., Sprint Corporation, Ameritech Corporation, GTE Corporation, The Southern
New England Telephone Company, Citizen Utilities and Cincinnati Bell Telephone.
We also currently provide telecommunications engineering, construction and
maintenance services to a number of cable television multiple system operators
including Comcast Cable Communications Inc., Cablevision, Inc., Falcon Cable
Media, Time Warner, Inc. and MediaOne, Inc. We also provide our services to long
distance carriers such as MCI Telecommunications Corporation and AT&T
Corporation, as well as to competitive access providers such as MFS
Communications Company, Inc. Premise wiring services have been provided to,
among others, Lucent Technologies, Inc., Duke University, International Business
Machines Corporation, and several state governments. The Company also provides
construction and maintenance support to Lee County Electrical Cooperative,
Florida Power and Light Company, and Florida Power Corporation.
While our customer base has broadened in recent years, our customer base
remains highly concentrated, with our top five customers in fiscal years 1996,
1997 and 1998 and the first six months of
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fiscal year 1999 accounting in the aggregate for approximately 68%, 63%, 65% and
62%, respectively, of our contract revenues. During fiscal 1998 and the
six-month period ended January 31, 1999, approximately 22% and 23%,
respectively, of our contract revenues were derived from BellSouth
Telecommunications, Inc., 24% and 21%, respectively, from Comcast Cable
Communications, Inc. and 7% and 5%, respectively, from GTE Corporation. We
believe that a substantial portion of our contract revenues and operating income
will continue to be derived from a concentrated group of customers. The loss of
any of such customers could have a material adverse effect on our business,
financial condition and results of operations.
A significant amount of our business is performed under master service
agreements. These agreements with telecommunications providers are generally
exclusive requirement contracts, with certain exceptions, including the
customer's option to perform the services with its own regularly employed
personnel. The agreements are typically three to five years in duration,
although the terms typically permit the customer to terminate the agreement upon
90 days' prior written notice. Each agreement contemplates hundreds of
individual construction and maintenance projects valued generally at less than
$10,000 each. We bid on other jobs on a nonrecurring basis.
Although historically master service agreements have been awarded through a
competitive bidding process, recent trends have been toward securing or
extending such contracts on negotiated terms. With the rapid expansion of the
telecommunications market and the immediate need for upgrading existing, as well
as constructing new, telecommunications infrastructure, we believe that more
master service agreements will be awarded on the basis of negotiated terms as
opposed to the competitive bidding process.
Our sales and marketing efforts are primarily the responsibility of the
management of our operating subsidiaries.
BACKLOG
We view our backlog to be comprised of the uncompleted portion of services
to be performed under job-specific contracts and the estimated value of future
services that we expect to provide under long-term requirements contracts. Our
backlog at July 31, 1998 was $467.7 million. We expect to complete approximately
60% of this backlog during fiscal 1999. Due to the nature of our contractual
commitments, in many instances our customers are not committed to specific
volumes of services to be purchased under a contract, but rather we are
committed to perform these services if requested by the customer. However, the
customer is obligated to obtain these services from us if they are not performed
by the customer internally. Many of the contracts are multi-year agreements, and
we include in our backlog the full amount of services projected to be performed
over the life of the contract based on our historical relationships with our
customers and experience in procurements of this nature. Historically, we have
not experienced a material variance between the amount of services we expect to
perform under a contract and the amount actually performed for a specified
period. There can be no assurance, however, as to the customer's requirements
during a particular period or that such estimates at any point in time are
accurate.
SAFETY AND RISK MANAGEMENT
We are committed to ensuring that our employees perform their work in the
safest possible manner. We regularly communicate with our employees to promote
safety and to instill safe work habits. Our risk manager, a holding company
employee, reviews all accidents and claims throughout the operating
subsidiaries, examines trends and implements changes in procedures or
communications to address any safety issues.
The primary claims arising in our business are workers' compensation and
other personal injuries, various general liabilities, and vehicle liability
(personal injury and property damage). We are self-insured for automobile
liability up to $250,000, for general liability up to $250,000, and for workers'
compensation, in states where we elect to do so, up to $500,000 per occurrence
and $10.5 million annual aggregate. We have umbrella coverage up to a policy
limit of $51.0 million.
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We carefully monitor claims and participate actively in claims estimates
and adjustments. The estimated costs of self-insured claims, which include
estimates for incurred but not reported claims, are accrued as liabilities on
our balance sheet. Due to changes in our loss experience in recent years,
insurance accruals have varied from year to year and have had an effect on
operating margins. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 1 of the Notes to Consolidated
Financial Statements.
COMPETITION
The telecommunications engineering, construction and maintenance services
industry in which we operate is highly competitive, requiring substantial
resources and skilled and experienced personnel. We compete with other
independent contractors in most of the markets in which we operate, several of
which are large domestic companies that have greater financial, technical and
marketing resources than us. In addition, there are relatively few, if any,
barriers to entry into the markets in which we operate and, as a result, any
organization that has adequate financial resources and access to technical
expertise may become a competitor to us. A significant portion of our revenues
are currently derived from master service agreements and price is often an
important factor in the award of such agreements. Accordingly, we could be
outbid by our competitors in an effort to procure such business. There can be no
assurance that our competitors will not develop the expertise, experience and
resources to provide services that are equal or superior in both price and
quality to our services, or that we will be able to maintain or enhance our
competitive position. We may also face competition from the in-house service
organizations of our existing or prospective customers, including
telecommunications providers, which employ personnel who perform some of the
same types of services as those provided by us. Although a significant portion
of these services is currently outsourced, there can be no assurance that our
existing or prospective customers will continue to outsource telecommunications
engineering, construction and maintenance services in the future.
We believe that the principal competitive factors in the market for
telecommunications engineering, construction and maintenance services include
technical expertise, reputation, price, quality of service, availability of
skilled technical personnel, geographic presence, breadth of service offerings,
adherence to industry standards and financial stability. We believe that we
compete favorably with our competitors on the basis of these competitive
factors.
EMPLOYEES
As of March 31, 1999, we employed 5,205 persons. Our workforce is primarily
non-unionized. We have never experienced a work stoppage or strike. The number
of employees of Dycom and our subsidiaries varies according to the work in
progress. As a matter of course, we maintain a nucleus of technical and
managerial personnel from which we draw to supervise all projects. We add
additional employees as needed to complete specific projects. We believe that
our employee relations are good.
MATERIALS
In many cases, our customers supply most or all of the materials required
for a particular contract and we provide the personnel, tools and equipment to
perform the installation services. However, with respect to certain of our
contracts, we may supply part or all of the materials required. In these
instances, we are not dependent upon any one source for the products which we
customarily utilize to complete the job. We are not presently experiencing, not
do we anticipate experiencing, any difficulties in procuring an adequate supply
of materials.
FACILITIES
We lease our executive offices are located at 4440 PGA Boulevard, Suite 600,in Palm Beach Gardens, Florida 33410.Florida. Our
telephone number is (561) 627-7171.subsidiaries operate from owned or leased administrative offices, district field
offices, equipment yards, shop facilities and temporary storage locations. We
maintainown facilities in Phoenix, Arizona; Durham, North Carolina; Pinellas Park,
Florida; Sturgis, Kentucky; and West Palm Beach, Florida. We also lease,
pursuant to long-term noncancellable leases,
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facilities in West Chester, Pennsylvania; Kimberling City, Missouri; Lithonia,
Georgia; Knoxville, Tennessee; Issaquah, Washington; and Greensboro, North
Carolina. We also lease and own other smaller properties as necessary to enable
us to efficiently perform our obligations under master service agreements and
other specific contracts. We believe that our facilities are adequate for our
current operations.
LEGAL PROCEEDINGS
In September 1995, the State of New York commenced a website at http://www.dycomind.com.
5
USE OF PROCEEDS
Allsales and use tax
audit of CCG for the years 1989 through 1995. As a result of the net proceedsaudit, certain
additional taxes were paid by CCG in fiscal 1996. In addition, the State of New
York concluded that cable television service providers are subject to New York
State sales taxes for the construction of cable television distribution systems,
and by a Notice dated January 1997, asserted amounts due from CCG for sales
taxes and interest for the periods through August 31, 1995, aggregating
approximately $1.3 million. Any sales taxes asserted against us may be offset by
use taxes already paid by our customers. We intend to vigorously contest the
assertion. We are unable to assess the likelihood of any particular outcome at
this time or to quantify the effect a resolution of this matter may have on our
consolidated financial statements. See Note 17 of the Notes to Consolidated
Financial Statements.
In the normal course of business, certain of our subsidiaries have other
pending and unasserted claims. Although the ultimate resolution and liability of
these claims cannot be determined, management believes the final disposition of
these claims will not have a material adverse impact on Dycom's consolidated
financial condition or results of operations.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The table below sets forth the names and ages of each of our directors and
executive officers, as well as the positions and offices held by such persons. A
summary of the background and experience of each of these individuals is set
forth after the table. Each director holds office for a three year term and
until his successor has been elected and qualified. A number of executive
officers have employment agreements, while others serve at the discretion of our
board of directors. There are no family relationships among our directors or
executive officers.
NAME AGE POSITION
- ---- --- --------
Thomas R. Pledger.......................... 61 Executive Chairman and Chairman of the
Board of Directors
Steven E. Nielsen.......................... 36 President, Chief Executive Officer and
Director
Louis W. Adams, Jr......................... 60 Director
Thomas G. Baxter........................... 52 Director
Walter L. Revell........................... 64 Director
Joseph M. Schell........................... 53 Director
Ronald P. Younkin.......................... 57 Director
Kenneth G. Geraghty........................ 48 Senior Vice President and Chief
Administrative Officer
Douglas J. Betlach......................... 47 Vice President, Chief Financial Officer and
Treasurer
Marc R. Tiller............................. 29 General Counsel and Corporate Secretary
Thomas R. Pledger is our Executive Chairman and Chairman of the Board of
Directors. Mr. Pledger has been in the industry since 1960, and in 1968 became
President of Burnup & Sims, Inc., which went public that year and was acquired
by MasTec, Inc. in 1994. Mr. Pledger left Burnup & Sims in 1976. Mr. Pledger's
relationship with us began in 1979 as a consultant. He became a Director in 1981
and President and Chief Executive Officer in 1984. His current employment
contract with us expires March 9, 2004. Under the terms of his employment
contract, Mr. Pledger will become our Chairman Emeritus effective January 13,
2003 for the remainder of the term of the employment contract. He serves on the
board's Executive and Nominating Committees, as well as on the board of
directors for each of our subsidiaries.
Steven E. Nielsen is our President and Chief Executive Officer. His
employment contract expires on March 9, 2004. Mr. Nielsen has held this position
since March 10, 1999 and has been with us since 1993. As a member of our board
of directors since 1996, he serves on the board's Executive and Nominating
Committee, as well as on the board of directors for each of our subsidiaries. He
previously served as President of Ansco & Associates, Inc. and Fiber Cable,
Inc., two of our subsidiaries, and as our Chief Operating Officer. Prior to
joining us, Mr. Nielsen was Division Manager/Regional Manager of Henkels &
McCoy, Inc., a gas, power and telephone utility contractor, from 1991 to 1993,
and was employed in various positions with this company or a predecessor since
1985.
Louis W. Adams, Jr. is a retired attorney and formerly a partner with the
law firm of Adams & Adams. Mr. Adams has been on the board since 1969 and
currently serves on the board's Audit and Compensation Committee. Mr. Adams is
also a member of the board of directors of each of our subsidiaries, other than
CCG, CCI, ITI, Locating, ECC and Apex.
Thomas G. Baxter has been a Director since January 4, 1999. Mr. Baxter has
been an Operating Partner of Evercore Partners, an investment company. Prior to
joining Evercore, Mr. Baxter served as President of Comcast Cable
Communications, Inc. from 1990 to 1998. Mr. Baxter also serves on the board of
directors of Worldgate Communications, which provides television-based Internet
services.
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Walter L. Revell has been a Director since 1993 and currently serves on the
board's Audit and Compensation, and Finance Committees. He has been Chairman and
Chief Executive Officer of H.J. Ross Associates, Inc. since 1991. The firm
provides consulting engineering, architectural and planning services. Mr. Revell
also serves on the board of directors of RISCORP, Inc., an insurance holding
company, The St. Joe Company, a diversified corporation in real estate, forestry
and transportation, and several privately held companies.
Joseph M. Schell has been a Director since April 1, 1999 and currently
serves on the board's Finance Committee. Mr. Schell was formerly a Senior
Managing Director, Director of Investment Banking and a member of the Executive
Committee of and currently serves as a consultant to NationsBanc Montgomery
Securities LLC, an underwriter for this offering. Prior to his fourteen years
with NationsBanc Montgomery Securities LLC, Mr. Schell was with Kidder, Peabody
and Company in New York providing investment banking services to that firm's
utility and energy clients.
Ronald P. Younkin is President of Greenlawn Mobile Home Sales, Inc., which
sells mobile homes and operates mobile home parks. Mr. Younkin has been one of
our Directors since 1975. Mr. Younkin serves on the board's Audit and
Compensation, Executive, and Nominating Committees.
Kenneth G. Geraghty is Senior Vice President and Chief Administrative
Officer. Mr. Geraghty has been with us since March 29, 1999. He was previously
employed by Massachusetts Mutual Life Insurance Company from 1997 through 1999
as the Senior Vice President, Strategic Finance, American Express Company from
1996 through 1997 as the Vice President, Change Management, and from 1994 to
1996 as the Executive Director, Business Planning.
Douglas J. Betlach is Vice President, Chief Financial Officer and
Treasurer. Mr. Betlach has been with us since 1992. He previously served in
various financial capacities at Del Monte Processed Foods, RJR Nabisco, Inc. and
Price Waterhouse & Co.
Marc R. Tiller has been employed by us since 1998. He is our General
Counsel and Corporate Secretary. He attended law school from June 1995 to May
1998 and served as a Claims Representative for Florida Farm Bureau Insurance
Company during the four prior years.
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PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth, as of April 22, 1999, and adjusted at that
date to reflect the sale of the common stock of Dycom
covered by this prospectus will gooffered hereby, information with
respect to the stockholders who offer and sell their
shares. Accordingly, we will not receive anybeneficial ownership of the proceeds from the sales of
the common stock.
SELLING STOCKHOLDERS
Under two registration rights agreements, each dated April 6, 1998, we
agreed to use our reasonable efforts to register the common stock of Dycom
issued to the selling stockholders and to keep the registration statement
effective for six months, or until all of the registered shares are sold,
whichever comes first. Our registration of the common stock heldby, as indicated by the
selling
stockholders does not necessarily mean that the selling stockholders will sell
all or any of the shares.
The following list of selling stockholders received their shares
through the acquisition of Cable Com, Inc. and Installation Technicians, Inc.
This prospectus covers the offer and sale byletter next to each such beneficial owner, (a) each selling stockholder in the
offering, (b) each person known to us to beneficially own more than 5% of their
common stock. Set forth below are (i) the
names of each selling stockholder,
(ii) the nature of any position, office or other material relationship that they
have had within the past three years with Dycom or any of its predecessors or
affiliates, (iii) the number ofoutstanding shares of our common stock, they(c) each of our directors and each of
our executive officers, and (d) all of our executive officers and directors as a
group. Unless otherwise indicated, each such stockholder has sole voting and
investment power with respect to the shares beneficially owned as of October 31, 1998, (iv) the number of shares that may be offered and sold
by or on their behalf and (v) the amount of common stock to be owned by them
upon the completion of the offering if all shares offered are sold.such
stockholder.
Shares
Shares Beneficially Being Shares Beneficially
Selling Stockholder Owned Prior to Offering(1) Offered Owned After Offering(1)BEFORE STOCK OFFERING(1) AFTER STOCK OFFERING
------------------------- SHARES BEING ---------------------
NAME OF OWNER NUMBER PERCENT OFFERED NUMBER PERCENT
- ---------------------------------------------------------------------------------------------------------------------
Number Percent Number Percent
------ ------- ------ -------------------- --------- ---------- ------------ ---------- --------
VGH Partners LLC(b)..................... 1,575,000 6.8% 1,575,000 6.2%
Vinik Asset Management LLC
260 Franklin Street
Boston, MA 02110
Mary Irene Younkin(a)(2)................ 906,504 3.9% 65,000 841,504 3.3%
Thomas R. Pledger(a),(c)(3)............. 832,540 3.6% 100,000 732,540 2.9%
Ronald P. Younkin(a),(c)(4)............. 202,495 * 33,000 169,495 *
Steven E. Atkins(2)..............492,000 3.3% 240,000 252,000 1.7%
GeraldNielsen(c)(5)................. 48,339 * 48,339 *
Kenneth G. Gereghty(c).................. 22,500 * 22,500 *
Douglas J. Betlach(c)................... 16,318 * 16,318 *
Louis W. Hartman(3).............518,880 3.5 218,880 300,000 2.0
John J. EkstromAdams(c)....................... 15,351 * 15,351 *
Linda C. Younkin(a)(6).................. 12,000 * 2,000 10,000 *
Walter L. Revell(c)..................... 9,000 * 9,000 *
All executive officers and Joanne Ekstromdirectors as
Tenants by the Entireties(4).....437,520 2.9 220,000 217,520 1.5
Tom Atkins/Thomas Scott
Atkins Irrevocable Trust..........54,000 * 30,000 24,000 *
Tom Atkins/Malinda Ann
Atkins Irrevocable Trust..........54,000 * 30,000 24,000 *
Gerald W. Hartman/Lisa M.
Lutz Irrevocable Trust............40,560 * 40,560 - -
Gerald W. Hartman/Tonia R.
Schmidt Irrevocable Trust.........40,560 * 40,560 - -
The John J. Ekstrom
Irrevocable Trust.................81,240 * 40,000 41,240 *
Joanne Ekstrom Irrevocable
Trust.............................81,240 * 40,000 41,240a group(d)(5)......................... 1,146,543 5.0% 133,000 1,013,543 4.0%
- ---------------
*
(footnotes appear on the following page)
6
- --------------
*LessLess than 1%.
(1) IncludesClass includes outstanding shares and stock options exercisableheld by officers and
directors exerciseable within 60 days after October 31, 1998 heldApril 21, 1999.
(2) Includes 99,000 shares owned by officersMary Irene Younkin Intervivos Charitable
Remainder Unitrust, as to which Mrs. Younkin disclaims beneficial ownership.
Mrs. Younkin disclaims beneficial ownership of the 202,495 shares owned by
her son, Ronald P. Younkin, a director of Dycom, and directors.
(2) Prior to the acquisition of Cable Com, Inc.,18,991 shares owned
by Ronald P. Younkin's wife and children.
(3) Excludes 18,378 shares owned by Thomas E. Atkins was the Vice
President and Assistant Secretary of Cable Com, Inc. Prior to the acquisition of
Installation Technicians, Inc.R. Pledger, Jr., Mr. Atkins was Assistant SecretaryPledger's son,
as to which Mr. Pledger disclaims any beneficial interest.
(4) Excludes 18,991 shares owned by Mr. Younkin's wife and children, and 906,504
shares owned by Mr. Younkin's mother, Mary Irene Younkin, as to which he
disclaims any beneficial interest.
(5) Includes shares that may be acquired within 60 days after April 21, 1999
upon exercise of Installation Technicians, Inc. Presently,stock options as follows: Mr. Atkins is the Assistant Secretary
of Installation Technicians, Inc.
(3) PriorNielsen 19,989 and all
directors and officers as a group 19,989.
(6) Excludes 209,486 shares owned by Ms. Younkin's husband and children, and
906,504 shares owned by Ms. Younkin's mother-in-law, Mary Irene Younkin, as
to the acquisition of Cable Com, Inc., Gerald W. Hartman was the Vice
President of Cable Com, Inc. Prior to the acquisition of Installation
Technicians, Inc., Mr. Hartman was Chairman and President of Installation
Technicians, Inc. Presently, Mr. Hartman is the Chairman and President of
Installation Technicians, Inc.
(4) Prior to the acquisition of Cable Com, Inc., John J. Ekstrom was the
President and CEO of Cable Com, Inc. Prior to the acquisition of Installation
Technicians, Inc., Mr. Ekstrom was Vice President and Assistant Treasurer of
Installation Technicians, Inc. Presently, Mr. Ekstrom is the President and CEO
of Cable Com, Inc. Includes 417,240 shares held by John J. Ekstrom and Joanne
Ekstrom as tenants by the entireties and 20,280 shares held by the Joanne
Ekstrom Revocable Trust.
PLAN OF DISTRIBUTION
We are registering shares of our common stock on behalf of the selling
stockholders. As used in this prospectus, "selling stockholders" includes donees
and pledgees selling shares received from a named selling stockholder after the
date of this prospectus. We will pay for all costs, expenses and fees in
connection with the registration of the shares. The selling stockholders will
pay for all selling discounts and commissions, if any. The selling stockholders
may offer and sell their shares from time to time in one or more of the
following types of transactions (including block transactions):
o on the New York Stock Exchange,
o in the over-the-counter market,
o in privately negotiated transactions,
o through put or call options transactions relating to the shares,
o through short sales of shares, or
o a combination of such methods of sale.
The selling stockholders may sell their shares at prevailing market
prices, or at privately negotiated prices. Such transactions may or may not
involve brokers or dealers. The selling stockholders have advised us that they
have not entered intowhich she disclaims any agreements, understanding or arrangements with any
underwriters or broker-dealers regarding the sale of their shares, nor is there
an underwriter or coordinating broker acting in connection with the proposed
sale of shares by the selling stockholders.
The selling stockholders may offer and sell their shares directly to
purchasers or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares.
We have agreed to indemnify each selling stockholder against certain
liabilities, including liabilities arising under the Securities Act.
Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided they meet the criteria and conform to the requirements of such
rule.
7beneficial interest.
36
40
DESCRIPTION OF CAPITAL STOCK
We have authorized the issuance of 50,000,000 shares of common stock,
$0.33 1/3 par value per share, and 1,000,000 shares of preferred stock, $1.00
par value per share.
Common StockCOMMON STOCK
On October 31, 1998,April 22, 1999, there were 14,730,62623,045,688 outstanding shares of common stock
held by 629638 stockholders of record.
The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders. Holders of common stock do not
have cumulative voting rights. Therefore, holders of more than 50% of the shares
of common stock are able to elect all our directors eligible for election in a
given year. The holders of common stock are entitled to dividends and other
distributions out of assets legally available if and when declared by the board
of directors. Upon our liquidation, dissolution or winding up, the holders of
common stock are entitled to share pro rata in the distribution of all of our
assets remaining available for distribution after satisfaction of all
liabilities, including any prior rights of any preferred stock which may be
outstanding. There are no redemption or sinking fund provisions applicable to
the common stock.
The transfer agent and registrar for the common stock is First Union
National Bank of North Carolina, Charlotte, North Carolina.
Preferred StockPREFERRED STOCK
There are no shares of preferred stock outstanding. Series of the preferred
stock may be created and issued from time to time by our board of directors,
with such rights and preferences as they may determine.
Anti-takeover ProvisionsANTI-TAKEOVER PROVISIONS
On June 1, 1992, we approved a shareholder rights plan. All stockholders of
record on June 15, 1992 were issued a right (a "Right") for each outstanding
share of our common stock. Common stock issued after the record date but prior
to the Separation Time (as defined in the shareholder rights plan) will also
receive one Right. Each Right entitles the holder to purchase one-half share of
common stock for an exercise price of $18.00, subject to certain adjustments.
The Right is exercisable only when a triggering event occurs. Among the
triggering events are (1) a person or group's acquisition of 20% or more of our
common stock, (2) the commencement of a tender offer which would result in a
person or group owning 20% or more of our common stock, or (3) the acquisition
of at least 10% of our common stock and such acquisition is determined to have
effects adverse to us. We can redeem the Rights at $0.01 per Right, subject to
certain adjustments, at any time prior to ten days after a triggering event
occurs. Certain executive officersThe Rights will expire on the earlier of certain events set forth in the
shareholder rights plan and June 1, 2002. While the Rights will not prevent a
takeover of Dycom, they have certain anti-takeover effects by causing
substantial dilution to an acquiring party when a triggering event occurs, to
the extent that the board of directors has not previously redeemed the Rights.
We have agreements with Dycom,certain of our executive officers which provide for
substantial compensation (in general terms, double the officer's salary and
bonuses paid the previous year), upon a change of control in Dycom.our company. Thomas
R. Pledger's employment agreement also permits him to terminate his employment
in the event of a change of control. The current total amount of payments under
these agreements upon a change in control would be approximately $2.8 million.
Such payments would be triggered by any person's acquisition of more than fifty
percent of our outstanding securities, the sale or transfer of substantially all
of our assets to someone other than aone of our wholly-owned subsidiary
of Dycom,subsidiaries, or a
change of control of the board of directors.
Our articles of incorporation provide that the board of directors is
divided into three classes, as nearly equal in number as possible, with one
class of directors being elected each year for a three-year term. The
37
41
classification of the board may have the effect of delaying a change in a
majority of the members of our board of directors.
Our articles of incorporation require approval of 80% of the outstanding
shares of our capital stock entitled to vote in elections of directors for any
merger with or into another corporation or any sale or transfer of all
8
or a
substantial part of our assets to, or any sale or transfer to us or any
subsidiary in exchange for our securities or any assets (except assets valued at
less than $1,000,000) of, any other corporation or person, if at the time such
other corporation or person is the beneficial owner, or is affiliated with the
beneficial owner, of more than 20% of the outstanding shares of our capital
stock entitled to vote in elections of directors. This requirement is not
applicable to any such transaction with another corporation which was approved
by our board of directors prior to the time that such other corporation became a
holder of more than 20% of the outstanding shares of our capital stock.
The Florida Business Corporation Act contains provisions eliminating the
voting rights of "control shares",shares," which are defined as shares which give any
person, directly or indirectly, ownership of, or the power to direct the
exercise of voting power with respect to, 20% or more of the outstanding voting
power of an "issuing public corporation." A corporation is an issuing public
corporation if it has at least 100 shareholders, its principal place of
business, principal office or substantial assets are in Florida and either more
than 10% of its shareholders reside in Florida, more than 10% of its shares are
owned by Florida residents or 1,000 shareholders reside in Florida. The voting
rights of control shares are not eliminated if the articles of incorporation or
the bylaws of the corporation prior to the acquisition provide that the statute
does not apply. Voting rights are restored to control shares if, subsequent to
their acquisition, the corporation's shareholders (other than the holder of
control shares, officers of the corporation and employee directors) vote to
restore such voting rights.
The Florida Business Corporation Act also restricts "affiliated
transactions" (mergers, consolidations, transfers of assets and other
transactions) between "interested shareholders" (the beneficial owners of 10% or
more of the corporation's outstanding shares) and the corporation or any
subsidiary. Affiliated transactions must be approved by two-thirds of the voting
shares not beneficially owned by the interested shareholder or by a majority of
the corporation's "disinterested" directors. The statutory restrictions do not
apply if the corporation has had fewer than 300 shareholders of record for three
years, the interested shareholder has owned at least 80% of the outstanding
shares for five years, the interested shareholder owns at least 90% of the
corporation's outstanding voting shares, or certain consideration is paid to all
shareholders.
The provisions of our articles and by-laws, the existence of the
shareholder rights plan and the change of control agreements and the application
of the anti-takeover provisions of the Florida Business Corporation Act could
have the effect of discouraging, delaying or preventing a change of control not
approved by the board of directors which could affect the market price of our
common stock.
IndemnificationINDEMNIFICATION
Our by-laws require us to indemnify each of our directors and officers to
the fullest extent permitted by law and limits the liability of our directors
and stockholders for monetary damages in certain circumstances.
The provisions of the Florida Business Corporation Act that allow such
indemnification do not eliminate the duty of care of a director and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available. In addition, each director
continues to be subject to liability for (a) criminal violations, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (b) deriving an improper
personal benefit from a transaction, (c) voting for or assenting to an unlawful
distribution, and (d) willful misconduct or a conscious disregard for our best
interests in a proceeding by or on our behalf or in a proceeding by or on behalf
of a shareholder.stockholder. The statute does not affect a director's responsibilities
under any other law, such as the federal securities laws or state or federal
environmental laws.
Dividend Restrictions38
42
DIVIDEND RESTRICTIONS
Our credit agreement currently limits our ability to pay dividends on the
common stock to 50% of net after-tax profits for the fiscal year. The credit
agreement's restrictions on our debt-to-net worth, quick and current ratios also
affect our ability to pay dividends. The payment of dividends on the common
stock is also subject to the 9
preference that may be applicable to any then
outstanding preferred stock.
39
43
UNDERWRITING
NationsBanc Montgomery Securities LLC, Morgan Stanley Dean Witter and
Morgan Keegan & Company, Inc. (the "Underwriters"), have severally agreed,
subject to the terms and conditions set forth in an underwriting agreement among
the Underwriters, Dycom and the selling stockholders (the "Underwriting
Agreement"), to purchase from Dycom and the selling stockholders the number of
shares of common stock indicated below opposite their respective names at the
public offering price less the discounts and commissions to underwriters set
forth on the cover page of this prospectus and in the table below. The
Underwriting Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent, and that the Underwriters are committed
to purchase all of such shares if any are purchased.
NUMBER OF
UNDERWRITER SHARES
----------- ----------
NationsBanc Montgomery Securities LLC.......................
Morgan Stanley Dean Witter..................................
Morgan Keegan & Company, Inc. ..............................
----------
Total............................................. 2,700,000
==========
The Underwriters have advised Dycom and the selling stockholders that the
Underwriters propose initially to offer the common stock to the public on the
terms set forth on the cover page of this prospectus. The Underwriters may allow
to selected dealers a concession of not more than $ per share, and
the Underwriters may allow, and such dealers may reallow, a concession of not
more than $ per share to certain other dealers. After the
offering, the offering price and other selling terms may be changed by the
Underwriters. The common stock is offered subject to receipt and acceptance by
the Underwriters, and to certain other conditions, including the right to reject
an order in whole or in part. The Underwriters may offer the shares of common
stock through a selling group.
Dycom and the selling stockholders have granted an option to the
Underwriters, exercisable during the 30-day period after the date of this
prospectus, to purchase up to a maximum of 375,000 and 30,000 additional shares
of common stock, respectively, to cover over-allotments, if any, at the same
price as the initial 2,700,000 shares to be purchased by the Underwriters. To
the extent that the Underwriters exercise this option, each of the Underwriters
will be committed, subject to certain conditions, to purchase such additional
shares in approximately the same proportion as set forth in the table above. The
Underwriters may purchase such shares only to cover over-allotments made in
connection with the offering.
The following table summarizes the compensation to be paid to the
Underwriters by the Company and the selling stockholders.
TOTAL
-------------------------------
PER WITHOUT WITH
SHARE OVER-ALLOTMENT OVER-ALLOTMENT
-------- -------------- --------------
Underwriting discounts and commissions paid by the
Company.................................................
Underwriting discounts and commissions paid by the selling
stockholders............................................
Dycom estimates that the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $450,000.
Joseph M. Schell, a director of Dycom, also serves as a consultant to
NationsBanc Montgomery Securities LLC, but not as its representative on the
board of directors. NationsBanc Montgomery Securities LLC does not have the
right to designate or nominate a member of Dycom's board of directors.
The Underwriting Agreement provides that Dycom and the selling stockholders
will indemnify the Underwriters and their controlling persons against certain
liabilities, including civil liabilities under the Securities Act, or will
contribute to payments the Underwriters may be required to make in respect
thereof.
40
44
The selling stockholders and the other directors and executive officers of
Dycom have agreed that they will not, without the prior written consent of
NationsBanc Montgomery Securities LLC (which consent may be withheld in its sole
discretion), directly or indirectly, sell, offer, contract or grant any option
to sell (including without limitation any short sale), pledge, transfer,
establish an open "put equivalent position" within the meaning of Rule 16a-1(h)
under the Exchange Act ("Rule 16a-1(h)") or otherwise dispose of any shares of
common stock owned either of record or beneficially by them, or publicly
announce the intention to do any of the foregoing, for a period commencing on
the date of this prospectus and continuing through the close of trading on the
date 90 days after such date. NationsBanc Montgomery Securities LLC, may, in its
sole discretion and at any time without notice, release all or any portion of
the securities, subject to those lock-up agreements. In addition, Dycom has
agreed that for a period of 90 days after the date of this prospectus it will
not, without the prior written consent of NationsBanc Montgomery Securities LLC
(which consent may be withheld in its sole discretion), directly or indirectly,
sell, offer, contract or grant any option to sell, pledge, transfer or establish
an open "put equivalent position" within the meaning of Rule 16a-1(h), or
otherwise dispose of or transfer, or announce the offering of, or file any
registration statement under the Securities Act in respect of, any shares of
common stock, options or warrants to acquire shares of common stock or
securities exchangeable or exercisable for or convertible into shares of common
stock, subject to certain limited exceptions including granting of options and
sales of shares under Dycom's existing option plans.
Until the distribution of the common stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters to
bid for and purchase the common stock. As an exception to these rules, the
Underwriters are permitted to engage in certain transactions that stabilize the
price of the common stock. The Underwriters have advised Dycom that such
transactions may be effected on the New York Stock Exchange or otherwise. Such
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the common stock. If the Underwriters create a short
position in the common stock in connection with the offering, i.e., if they sell
more shares of common stock than are set forth on the cover page of this
prospectus, the Underwriters may reduce that short position by purchasing common
stock in the open market. The Underwriters may also elect to reduce any short
position by exercising all or part of the over-allotment option described above.
The Underwriters may also impose a penalty bid on certain selling group members.
This means that if the Underwriters purchase shares of common stock in the open
market to reduce the Underwriters' short position or to stabilize the price of
the common stock, they may reclaim the amount of the selling concession from the
selling group members who sold those shares as part of the offering.
In general, purchase of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security. Neither Dycom nor any of the Underwriters
makes any representations or predictions as to the direction or magnitude of any
effect that the transactions described above may have on the price of the common
stock. In addition, neither Dycom nor any of the Underwriters makes any
representations that the Underwriters will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.
CERTAIN LEGAL MATTERS
The validity of the shares of common stock offered in this prospectushereby will be passed
upon for us by the law firm of Akerman, Senterfitt & Eidson, Miami, Florida. Certain legal
matters will be passed upon for us by Shearman & Sterling, New York, New York.
Certain matters in connection with the common stock offered hereby will be
passed upon for the underwriters by Piper & Marbury L.L.P., Baltimore, Maryland.
41
45
EXPERTS
The financial statements of the CompanyDycom and its consolidated subsidiaries, except
Communications Construction Group, Inc. for the years ended
May 31, 1997 and 1996,CCG, as of July 31, 1998 and 1997 and for each of the three years in the
period ended JulyDecember 31, 1998, included and incorporated by reference in this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is included and incorporated by reference herein.
The financial statements of Communications Construction Group, Inc.CCG for the years ended May 31, 1997 and 1996
(consolidated with those of the Company)Dycom and not presented separately herein) have been
audited by Nowalk & Associates, independent auditors, as stated in their report
included and incorporated by reference herein. Such financial statements of
the CompanyDycom and its consolidated subsidiaries are -included and incorporated by
reference in reliance upon the respective reports of such firms given upon their
authority as experts in accounting and auditing.
The financial statements of ECC for the year ended December 31, 1998 and of
Apex for the year ended December 31, 1998 and for the 101 day period from
September 22, 1997 (inception) to December 31, 1997 incorporated by reference in
this prospectus have been audited by York, Neel & Co. -- Owensboro, LLP,
independent auditors, as stated in their report, which is incorporated by
reference herein.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission (the "SEC"). You may read and copy any document we file
at:
- the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington,
DC 20549;
- the public reference facilities at the SEC's public reference rooms in Washington, D.C.,regional offices located at
Seven World Trade Center, 13th Floor, New York, New York and10048 or 500
West Madison Street, Suite 1400, Chicago, Illinois.Illinois 60661.
You can also obtain copies of any documents we file from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C., 20549
at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's Website at http://www.sec.gov. Reports and other
information concerning us can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
We have filed with the SEC a Registration Statement on Form S-3 (together
with any amendments or supplements thereto, the "Registration Statement") under
the Securities Act covering the shares of common stock offered hereby. As
permitted by the SEC, this prospectus, which constitutes a part of the
Registration Statement, does not contain all the information included in the
Registration Statement. Such additional information may be obtained from the
locations described above. Statements contained in this prospectus as to the
contents of any document are not necessarily complete. You should refer to the
document for all the details.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:
o- our annual reportAnnual Report on Form 10-K for the fiscal year ended July 31, 1998,
42
46
- our Quarterly Reports on Form 10-Q for the quarters ended October 31,
1998 and oJanuary 31, 1999,
- our definitive proxy statement filedProxy Statement dated October 15, 1998, and
- our Current Reports on September 30, 1998.Form 8-K dated March 18, 1999 and April 15, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning our Corporate Secretary at the following address:
Dycom Industries, Inc.
4440 PGA Boulevard
Suite 600500
Palm Beach Gardens, Florida 33410
Attention: Corporate Secretary
(561) 627-7171
This prospectus isAll documents subsequently filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act and prior to the termination of this offering are
incorporated by reference and become a part of this prospectus from the date
such document is filed.
Any statement contained in this prospectus or in a registrationdocument incorporated by
reference are modified or superseded for purposes of this prospectus to the
extent that a statement contained in any such document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
43
47
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
NUMBER
------
Reports of Independent Auditors............................. F-2
Consolidated Balance Sheets as of July 31, 1997 and 1998.... F-4
Consolidated Statements of Operations for the years ended
July 31, 1996, 1997 and 1998.............................. F-5
Consolidated Statements of Stockholders' Equity for the
years ended July 31, 1996, 1997 and 1998.................. F-6
Consolidated Statements of Cash Flows for the years ended
July 31, 1996, 1997 and 1998.............................. F-7
Notes to Consolidated Financial Statements.................. F-8
Unaudited Interim Condensed Consolidated Financial
Statements:
Condensed Consolidated Balance Sheets as of July 31, 1998
and January 31, 1999...................................... F-24
Condensed Consolidated Statements of Operations for the
three months ended January 31, 1998 and 1999.............. F-25
Condensed Consolidated Statements of Operations for the six
months ended January 31, 1998 and 1999.................... F-26
Condensed Consolidated Statements of Cash Flows for the six
months ended January 31, 1998 and 1999.................... F-27
Notes to Condensed Consolidated Financial Statements........ F-28
F-1
48
INDEPENDENT AUDITORS' REPORT
Dycom Industries, Inc.:
We have audited the consolidated balance sheets of Dycom Industries, Inc.
and subsidiaries (the "Company") as of July 31, 1998 and 1997, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended July 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits. The consolidated financial statements give retroactive effect to the
merger of Communications Construction Group, Inc., which has been accounted for
as a pooling of interests as described in Note 3 to the consolidated financial
statements. We did not audit the statements of operations, stockholders' equity,
and cash flows of Communications Construction Group, Inc. for the years ended
May 31, 1997 and 1996, which statements reflect total revenues of $67,717,326
and $50,121,009 for the years ended May 31, 1997 and 1996, respectively. Those
financial statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Communications Construction Group, Inc. for such periods, is based solely on
the report of such other auditors. As described in Note 3 to the consolidated
financial statements, subsequent to the issuance of the report of the other
auditors, Communications Construction Group, Inc. changed its fiscal year to
conform to the fiscal year of Dycom Industries, Inc. for the period ended July
31, 1997.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we filedplan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Dycom Industries, Inc. and
subsidiaries as of July 31, 1998 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended July 31,
1998 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Certified Public Accountants
West Palm Beach, Florida
August 31, 1998 (April 23, 1999 as to the effects of the stock split described
in Note 19)
F-2
49
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Communications Construction Group, Inc.
We have audited the accompanying consolidated balance sheets of
Communications Construction Group, Inc. (the "Company") as of May 31, 1997 and
1996, and the related consolidated statements of operations, cash flows and
changes in stockholders' equity for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above (not presented
separately herein) present fairly, in all material respects, the consolidated
financial position of Communications Construction Group, Inc. as of May 31, 1997
and 1996, and the consolidated results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.
Nowalk & Associates
Cranbury, New Jersey
July 23, 1997
F-3
50
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1997 AND 1998
1997 1998
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and equivalents........................................ $ 5,276,112 $ 35,927,307
Accounts receivable, net.................................... 49,526,678 62,142,808
Costs and estimated earnings in excess of billings.......... 11,398,621 14,382,620
Deferred tax assets, net.................................... 2,168,763 2,726,348
Other current assets........................................ 1,966,538 3,014,199
------------ ------------
Total current assets.............................. 70,336,712 118,193,282
------------ ------------
PROPERTY AND EQUIPMENT, net................................. 36,336,212 42,865,197
------------ ------------
OTHER ASSETS:
Intangible assets, net...................................... 4,684,358 4,529,270
Deferred tax assets......................................... 424,205
Other....................................................... 730,394 730,342
------------ ------------
Total other assets................................ 5,838,957 5,259,612
------------ ------------
TOTAL............................................. $112,511,881 $166,318,091
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................ $ 14,724,340 $ 12,182,699
Notes payable............................................... 17,719,780 4,727,782
Billings in excess of costs and estimated earnings.......... 470,940
Accrued self-insurance claims............................... 2,011,622 2,440,303
Income taxes payable........................................ 1,228,648 2,812,144
Other accrued liabilities................................... 13,278,712 14,819,181
------------ ------------
Total current liabilities......................... 49,434,042 36,982,109
NOTES PAYABLE............................................... 13,588,022 13,407,990
ACCRUED SELF-INSURED CLAIMS................................. 6,418,400 7,454,849
OTHER LIABILITIES........................................... 644,625 10,094,195
------------ ------------
Total liabilities................................. 70,085,089 67,939,143
------------ ------------
COMMITMENTS AND CONTINGENCIES, Note 17
STOCKHOLDERS' EQUITY:
Preferred stock, par value $1.00 per share:
1,000,000 shares authorized; no shares issued and
outstanding
Common stock, par value $.33 1/3 per share:
50,000,000 shares authorized; 12,667,877 and 14,722,731
issued and outstanding, respectively................... 4,222,625 4,907,577
Additional paid-in capital.................................. 25,670,666 62,496,252
Retained earnings........................................... 12,533,501 30,975,119
------------ ------------
Total stockholders' equity........................ 42,426,792 98,378,948
------------ ------------
TOTAL............................................. $112,511,881 $166,318,091
============ ============
See notes to consolidated financial statements.
F-4
51
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JULY 31, 1996, 1997, AND 1998
1996 1997 1998
------------ ------------ ------------
REVENUES:
Contract revenues earned............................. $245,937,063 $311,238,108 $368,713,563
Other, net........................................... 1,357,932 1,181,332 2,649,229
------------ ------------ ------------
Total...................................... 247,294,995 312,419,440 371,362,792
------------ ------------ ------------
EXPENSES:
Cost of earned revenues excluding depreciation....... 198,437,641 246,025,594 285,038,220
General and administrative........................... 24,368,552 30,808,780 36,746,614
Depreciation and amortization........................ 10,433,989 11,814,577 13,496,694
------------ ------------ ------------
Total...................................... 233,240,182 288,648,951 335,281,528
------------ ------------ ------------
INCOME BEFORE INCOME TAXES........................... 14,054,813 23,770,489 36,081,264
------------ ------------ ------------
PROVISION (BENEFIT) FOR INCOME TAXES:
Current............................................ 5,712,682 8,153,092 13,179,024
Deferred........................................... (1,580,196) (196,241) (133,380)
------------ ------------ ------------
Total...................................... 4,132,486 7,956,851 13,045,644
------------ ------------ ------------
NET INCOME........................................... $ 9,922,327 $ 15,813,638 $ 23,035,620
============ ============ ============
EARNINGS PER COMMON SHARE:
Basic.............................................. $ 0.53 $ 0.84 $ 1.09
============ ============ ============
Diluted............................................ $ 0.52 $ 0.83 $ 1.07
============ ============ ============
PRO FORMA NET INCOME AND EARNINGS
PER COMMON SHARE DATA:
Income before income taxes......................... $ 14,054,813 $ 23,770,489 $ 36,081,264
Pro forma provision for income taxes............... 4,859,762 9,841,081 14,419,904
------------ ------------ ------------
PRO FORMA NET INCOME................................. $ 9,195,051 $ 13,929,408 $ 21,661,360
============ ============ ============
PRO FORMA EARNINGS PER COMMON SHARE:
Basic.............................................. $ 0.49 $ 0.74 $ 1.02
============ ============ ============
Diluted............................................ $ 0.48 $ 0.73 $ 1.01
============ ============ ============
SHARES USED IN COMPUTING EARNINGS PER COMMON SHARE
AND PRO FORMA EARNINGS PER COMMON SHARE:
Basic.............................................. 18,624,564 18,863,987 21,192,025
============ ============ ============
Diluted............................................ 18,989,729 19,123,034 21,482,634
============ ============ ============
See notes to consolidated financial statements.
F-5
52
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 1996, 1997, AND 1998
COMMON STOCK ADDITIONAL RETAINED
----------------------- PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT)
---------- ---------- ----------- -----------
Balance, at July 31, 1995, as restated for
poolings.................................... 12,397,232 $4,132,411 $24,651,837 $(8,913,500)
Stock options exercised....................... 57,502 19,167 179,960
Pooled companies distributions................ (2,207,368)
Net income.................................... 9,922,327
---------- ---------- ----------- -----------
Balances at July 31, 1996..................... 12,454,734 4,151,578 24,831,797 (1,198,541)
Stock options exercised....................... 213,143 71,047 706,300
Income tax benefit from stock options
exercised................................... 132,569
Pooled companies distributions................ (2,523,282)
Adjustment for change in fiscal year of pooled
company (CCG)............................... 441,686
Net income.................................... 15,813,638
---------- ---------- ----------- -----------
Balances at July 31, 1997..................... 12,667,877 4,222,625 25,670,666 12,533,501
Stock options exercised....................... 76,476 25,493 331,944
Stock offering proceeds....................... 1,978,378 659,459 36,299,159
Income tax benefit from stock options
exercised................................... 194,483
Pooled companies distributions................ (4,594,002)
Net income.................................... 23,035,620
---------- ---------- ----------- -----------
Balances at July 31, 1998..................... 14,722,731 $4,907,577 $62,496,252 $30,975,119
========== ========== =========== ===========
See notes to consolidated financial statements.
F-6
53
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1996, 1997, AND 1998
1996 1997 1998
------------ ----------- -----------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS FROM:
OPERATING ACTIVITIES:
Net Income............................................. $ 9,922,327 $15,813,638 $23,035,620
Adjustments to reconcile net cash provided by operating
activities:
Depreciation and amortization................... 10,433,989 11,814,577 13,496,694
(Gain) on disposal of assets.................... (736,131) (601,645) (375,772)
Deferred income taxes........................... (1,580,196) (196,241) (133,380)
Changes in assets and liabilities:
Accounts receivable, net........................ 4,180,056 (18,537,042) (12,616,130)
Unbilled revenues, net.......................... (2,444,425) (2,873,149) (3,454,939)
Other current assets............................ (103,336) (773,980) (1,047,609)
Other assets.................................... (90,524) (135,882)
Accounts payable................................ (2,856,845) 6,080,835 (2,541,641)
Accrued self-insured claims and other
liabilities.................................. 2,713,096 1,632,232 12,455,169
Accrued income taxes............................ 99,067 626,228 1,777,979
------------ ----------- -----------
Net cash inflow from operating activities.............. 19,537,078 12,849,571 30,595,991
------------ ----------- -----------
INVESTING ACTIVITIES:
Capital expenditures.............................. (13,459,174) (16,086,823) (21,492,673)
Proceeds from sale of assets...................... 2,847,275 2,289,348 1,997,854
------------ ----------- -----------
Net cash outflow from investing activities............. (10,611,899) (13,797,475) (19,494,819)
------------ ----------- -----------
FINANCING ACTIVITIES:
Borrowings on notes payable and bank
lines-of-credit................................. 6,371,140 22,976,488 18,346,301
Principal payments on notes payable and bank
lines-of-credit................................. (13,590,079) (17,907,051) (31,518,331)
Exercise of stock options......................... 199,127 777,347 357,437
Pooled companies distributions.................... (2,207,368) (2,523,282) (4,594,002)
Proceeds from stock offering...................... 36,958,618
------------ ----------- -----------
Net cash inflow (outflow) from financing activities.... (9,227,180) 3,323,502 19,550,023
------------ ----------- -----------
Net cash outflow related to change in fiscal year of
pooled company....................................... (159,555)
------------ ----------- -----------
NET CASH INFLOW (OUTFLOW) FROM
ALL ACTIVITIES.................................... (302,001) 2,216,043 30,651,195
CASH AND EQUIVALENTS AT BEGINNING
OF YEAR........................................... 3,362,070 3,060,069 5,276,112
------------ ----------- -----------
CASH AND EQUIVALENTS AT END
OF YEAR........................................... $ 3,060,069 $ 5,276,112 $35,927,307
============ =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW AND NONCASH INVESTING AND
FINANCING ACTIVITIES:
Cash paid during the period for:
Interest.......................................... $ 2,659,228 $ 2,535,600 $ 2,185,802
Income taxes...................................... $ 5,765,829 $ 8,303,108 $11,480,800
Property and equipment acquired and financed with:
Capital lease obligations............................ $ 135,341 $ 601,024
Income tax benefit from stock options exercised........ $ 132,569 $ 194,483
See notes to consolidated financial statements.
F-7
54
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation. -- The consolidated financial statements
include Dycom Industries, Inc. ("Dycom" or the "Company") and its subsidiaries,
all of which are wholly owned. On July 29, 1997, Communications Construction
Group, Inc. ("CCG") was acquired by the Company through an exchange of common
stock. On April 6, 1998, Cable Com Inc. ("CCI") and Installation Technicians,
Inc. ("ITI") were acquired by the Company through an exchange of common stock.
These acquisitions were accounted for as poolings of interests. Accordingly, the
Company's consolidated financial statements include the results of CCG, CCI and
ITI for all periods presented. See Note 3.
The Company's operations consist primarily of telecommunications,
underground utility locating and electrical construction and maintenance
services contracting. All material intercompany accounts and transactions have
been eliminated.
Pro Forma Adjustments -- Prior to the acquisition by Dycom, CCI and ITI
elected under Subchapter S of the Internal Revenue Code to have the stockholders
recognize their proportionate share of CCI's and ITI's taxable income on their
personal tax return in lieu of paying corporate income tax. The pro forma net
income and earnings per common share reflected on the Statements of Operations
reflects a provision for current and deferred income taxes for all periods
presented as if the corporations were included in Dycom's federal and state
income tax returns. At April 6, 1998, the consummation date of the merger, CCI
and ITI recorded deferred taxes on the temporary differences between the
financial reporting basis and the tax basis of their assets and liabilities. The
deferred tax (asset) liability recorded by CCI and ITI was $616,358 and
$(11,035), respectively.
Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates and such differences may be material to the financial statements.
Estimates are used in the Company's revenue recognition of work-in-process,
allowance for doubtful accounts, self-insured claims liability, deferred tax
asset valuation allowance, depreciation and amortization, and in the estimated
lives of assets, including intangibles.
Revenue -- Income on short-term unit contracts is recognized as the related
work is completed. Work-in-process on unit contracts is based on management's
estimate of work performed but not billed. Income on long-term contracts is
recognized on the percentage-of-completion method based primarily on the ratio
of contract costs incurred to date to total estimated contract costs. At the
time a loss on a contract becomes known, the entire amount of the estimated
ultimate loss is accrued.
"Costs and estimated earnings in excess of billings" represents the excess
of contract revenues recognized under the percentage-of-completion method of
accounting for long-term contracts and work-in-process on unit contracts over
billings to date. For those contracts in which billings exceed contract revenues
recognized to date, such excesses are included in the caption "billings in
excess of costs and estimated earnings".
Cash and Equivalents -- Cash and equivalents include cash balances on
deposit in banks, overnight repurchase agreements, certificates of deposit,
commercial paper, and various other financial instruments having an original
maturity of three months or less. For purposes of the consolidated statements of
cash flows, the Company considers these amounts to be cash equivalents.
Property and Equipment -- Property and equipment is stated at cost.
Depreciation and amortization is computed over the estimated useful life of the
assets utilizing the straight-line method. The estimated useful service lives of
the assets are: buildings -- 20-31 years; leasehold improvements -- the term of
the respective lease or the estimated useful life of the improvements, whichever
is shorter; vehicles -- 3-7 years; equipment and machinery -- 2-10 years; and
furniture and fixtures -- 3-10 years. Maintenance and repairs are expensed
F-8
55
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
as incurred; expenditures that enhance the value of the property or extend its
useful life are capitalized. When assets are sold or retired, the cost and
related accumulated depreciation are removed from the accounts and the resulting
gain or loss is included in income.
Intangible Assets -- The excess of the purchase price over the fair market
value of the tangible net assets of acquired businesses (goodwill) is amortized
on a straight-line basis over 40 years. The appropriateness of the carrying
value of goodwill is reviewed periodically by the Company at the subsidiary
level. An impairment loss is recognized when the projected future cash flows is
less than the carrying value of goodwill. No impairment loss has been recognized
in the periods presented.
Amortization expense was $155,088 for each of the fiscal years ended July
31, 1996, 1997, and 1998. The intangible assets are net of accumulated
amortization of $1,151,358 and $1,306,446 at July 31, 1997 and 1998,
respectively.
Self-Insured Claims Liability -- The Company is primarily self-insured, up
to certain limits, for automobile and general liability, workers' compensation,
and employee group health claims. A liability for unpaid claims and the
associated claim expenses, including incurred but not reported losses, is
actuarially determined and reflected in the consolidated financial statements as
an accrued liability. The self-insured claims liability includes incurred but
not reported losses of $4,429,000 and $5,120,000 at July 31, 1997 and 1998,
respectively. The determination of such claims and expenses and the
appropriateness of the related liability is continually reviewed and updated.
Income Taxes -- The Company and its subsidiaries, except for CCG, CCI and
ITI, file a consolidated federal income tax return. CCG was included in the
Company's consolidated federal income tax return effective July 29, 1997 and CCI
and ITI will be included effective April 6, 1998. Deferred income taxes are
provided for the temporary differences between the financial reporting basis and
the tax basis of the Company's assets and liabilities.
Per Share Data -- Earnings per common share-basic is computed using the
weighted average common shares outstanding during the period. Earnings per
common share-diluted is computed using the weighted average common shares
outstanding during the period and the dilutive effect of common stock options,
using the treasury stock method. See Notes 2 and 14.
Stock Option Plans -- In October 1995, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
123 "Accounting for Stock Based Compensation" which was effective for the
Company beginning August 1, 1996. SFAS No. 123 requires expanded disclosures of
stock based compensation arrangements with employees and encourages, but does
not require, compensation cost to be measured based on the fair value of the
equity instrument awarded. Under SFAS No. 123, companies are permitted, however,
to continue to apply Accounting Principle Board ("APB") Opinion No. 25, which
recognizes compensation cost based on the intrinsic value of the equity
instrument awarded. The Company will continue to apply APB Opinion No. 25 to its
stock based compensation awards to employees and will disclose in the annual
financial statements the required pro forma effect on net income and earnings
per share. See Note 14.
Recently Issued Accounting Pronouncements -- In June 1997, the FASB issued
SFAS No. 130 "Reporting Comprehensive Income" which establishes standards for
reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. This statement requires that an enterprise classify items of other
comprehensive income by their nature in a financial statement and display the
accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. This statement is effective for fiscal years beginning after
December 15, 1997.
F-9
56
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in annual financial reports issued to
shareholders. It also establishes the standards for related disclosures about
products and services, geographic areas, and major customers. This statement
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The financial information
is required to be reported on the basis that it is used internally for
evaluating segment performance and deciding how to allocate resources to
segments. Operating segments are components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. This statement is effective for financial statements for
periods beginning after December 15, 1997.
In February 1998, the FASB issued SFAS No. 132 "Employers' Disclosures
about Pension and Other Postretirement Benefits" which revises certain
disclosures about pension and other postretirement benefit plans. This statement
does not change the measurement and recognition methods for pension or
postretirement benefit costs reported in financial statements. This statement is
effective for fiscal years beginning after December 15, 1997.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which establishes standards for the
accounting and reporting of derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for financial statements for periods beginning after December 15,
1999.
Management is currently evaluating the requirements and related disclosures
of SFAS No. 130, 131, 132, and 133.
2. ACCOUNTING CHANGE
In February 1997, the FASB issued SFAS No. 128 "Earnings per Share" which
changes the method of calculating earnings per share and was effective for the
Company in the quarter ended January 31, 1998. All periods presented have been
restated in accordance with the SEC. You should relyprovisions of SFAS No. 128.
F-10
57
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computation as required by SFAS No. 128.
1996 1997 1998
---------- ----------- -----------
Net income available to common stockholders
(numerator).................................... $9,922,327 $15,813,638 $23,035,620
========== =========== ===========
Weighted-average number of common shares
(denominator).................................. 18,624,564 18,863,987 21,172,025
========== =========== ===========
Earnings per common share -- basic............... $ 0.53 $ 0.84 $ 1.09
========== =========== ===========
Weighted-average number of common shares......... 18,624,564 18,863,987 21,172,025
Potential common stock arising from stock
options........................................ 365,165 259,047 310,609
---------- ----------- -----------
Total shares (denominator)............. 18,989,729 19,123,034 21,482,634
========== =========== ===========
Earnings per common share -- diluted............. $ 0.52 $ 0.83 $ 1.07
========== =========== ===========
PRO FORMA EARNINGS PER SHARE DATA:
Pro forma net income available to common
stockholders (numerator)....................... $9,195,051 $13,929,408 $21,661,360
========== =========== ===========
Pro forma earnings per common share -- basic..... $ 0.49 $ 0.74 $ 1.02
========== =========== ===========
Pro forma earnings per common share -- diluted... $ 0.48 $ 0.73 $ 1.01
========== =========== ===========
3. ACQUISITIONS
On July 29, 1997, the Company consummated the CCG acquisition. The Company
issued 2,053,242 shares of common stock in exchange for all the outstanding
capital stock of CCG. Dycom has accounted for the acquisition as a pooling of
interests and, accordingly, the Company's historical financial statements
include the results of CCG for all periods presented.
Prior to the acquisition, CCG used a fiscal year ending May 31 and as of
July 31, 1997 adopted Dycom's fiscal year. The Company's consolidated statements
of operations for fiscal years ended July 31, 1996, and 1997 combines the
statements of operations of CCG for its fiscal years ended May 31, 1996, and
1997, respectively. The total revenue and net income of CCG for the two-month
period ended July 31, 1997 were $13.1 million and $0.4 million, respectively,
with the net income reflected as an adjustment to retained earnings as of July
31, 1997.
On April 6, 1998, the Company acquired CCI and ITI and issued 1.2 million
and 600,000 shares of common stock in exchange for all the outstanding capital
stock of CCI and ITI, respectively. Dycom has accounted for the acquisitions as
poolings of interests and, accordingly, the Company's historical financial
statements include the results of CCI and ITI for all periods presented.
Prior to the acquisitions, CCI and ITI used a fiscal calendar year
consisting of a 52/53 week time period and, as a result of the merger, have
adopted Dycom's fiscal year end of July 31. All periods presented reflect the
adoption of such fiscal year end as of the beginning of the period. The combined
and separate company results of Dycom, CCG, CCI and ITI for the fiscal years
ended July 31, 1996, 1997, and 1998 are presented
F-11
58
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
below. The separate company results of CCI and ITI for the quarter including the
consummation date of the mergers and the subsequent quarter, are included in the
Dycom amounts.
1996 1997 1998
------------ ------------ ------------
Total revenues:
Dycom...................................... $145,135,380 $176,204,581 $331,881,840
CCG........................................ 50,124,861 67,718,900
CCI........................................ 33,038,911 45,191,801 26,833,806
ITI........................................ 18,995,843 23,304,158 12,647,146
------------ ------------ ------------
Combined..................................... $247,294,995 $312,419,440 $371,362,792
============ ============ ============
Net income:
Dycom...................................... $ 6,390,144 $ 8,268,502 $ 19,194,623
CCG........................................ 1,273,714 2,950,306
CCI........................................ 898,496 2,598,254 2,711,694
ITI........................................ 1,359,973 1,996,576 1,129,303
------------ ------------ ------------
Combined..................................... $ 9,922,327 $ 15,813,638 $ 23,035,620
============ ============ ============
The acquisition costs for the CCG merger were $0.4 million and $0.6 million
for the CCI and ITI mergers and were charged to the combined operations for the
fiscal year ended July 31, 1997 and July 31, 1998, respectively. These costs
include filing fees with regulatory agencies, legal, accounting and other
professional costs.
4. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
1997 1998
----------- -----------
Contract billings........................................... $45,589,232 $58,888,421
Retainage................................................... 3,652,358 4,133,590
Other receivables........................................... 1,314,181 1,331,775
----------- -----------
Total............................................. 50,555,771 64,353,786
Less allowance for doubtful accounts........................ 1,029,093 2,210,978
----------- -----------
Accounts receivable, net.................................... $49,526,678 $62,142,808
=========== ===========
F-12
59
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. COSTS AND ESTIMATED EARNINGS ON CONTRACTS IN PROGRESS
The accompanying consolidated balance sheets include costs and estimated
earnings on contracts in progress, net of progress billings as follows:
1997 1998
----------- -----------
Costs incurred on contracts in progress..................... $17,715,762 $15,056,642
Estimated earnings thereon.................................. 3,319,456 3,387,933
----------- -----------
21,035,218 18,444,575
Less billings to date....................................... 10,107,537 4,061,955
----------- -----------
$10,927,681 $14,382,620
=========== ===========
Included in the accompanying consolidated balance sheets
under the captions:
Costs and estimated earnings in excess of billings..... $11,398,621 $14,382,620
Billings in excess of costs and estimated earnings..... (470,940)
----------- -----------
$10,927,681 $14,382,620
=========== ===========
6. PROPERTY AND EQUIPMENT
The accompanying consolidated balance sheets include the following property
and equipment:
1997 1998
----------- -----------
Land........................................................ $ 1,942,247 $ 1,592,958
Buildings................................................... 2,346,993 2,497,103
Leasehold improvements...................................... 1,463,698 1,459,543
Vehicles.................................................... 41,522,848 52,287,135
Equipment and machinery..................................... 30,721,638 34,319,707
Furniture and fixtures...................................... 5,289,975 5,638,326
----------- -----------
Total............................................. 83,287,399 97,794,772
Less accumulated depreciation............................... 46,951,187 54,929,575
----------- -----------
Property and equipment, net................................. $36,336,212 $42,865,197
=========== ===========
Certain subsidiaries of the Company have entered into lease arrangements
accounted for as capitalized leases. The carrying value of capital leases at
July 31, 1997 and 1998 was $1,291,733 and $114,985, respectively, net of
accumulated depreciation of $985,636 and $82,813, respectively. Capital leases
are included as a component of vehicles and equipment and machinery.
Maintenance and repairs of property and equipment amounted to $6,825,017,
$6,843,444, and $7,728,971 for the fiscal years ended July 31, 1996, 1997, and
1998, respectively.
F-13
60
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
7. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
1997 1998
----------- -----------
Accrued payroll and related taxes........................... $ 3,909,405 $ 3,637,611
Accrued employee benefit costs.............................. 3,683,975 4,971,718
Accrued construction costs.................................. 2,033,371 2,728,568
Accrued other liabilities................................... 3,651,961 3,481,284
----------- -----------
Other accrued liabilities................................... $13,278,712 $14,819,181
=========== ===========
8. NOTES PAYABLE
Notes payable are summarized by type of borrowing as follows:
1997 1998
----------- -----------
Bank credit agreements:
Revolving credit facilities............................... $15,053,484
Term loan................................................. 8,550,000 $14,250,000
Equipment term loans...................................... 4,559,937 3,339,218
Capital lease obligations................................... 1,086,967 60,931
Equipment loans............................................. 2,057,414 485,623
----------- -----------
Total............................................. 31,307,802 18,135,772
Less current portion........................................ 17,719,780 4,727,782
----------- -----------
Notes payable -- non-current................................ $13,588,022 $13,407,990
=========== ===========
On April 29, 1998, the Company signed an amendment to its current bank
credit agreement, increasing the total facility to $85.0 million. The amended
bank credit agreement provides for (i) a $30.0 million revolving working capital
facility; (ii) a $15.0 million standby letter of credit facility; (iii) a $25.0
million revolving equipment acquisition and small business purchase facility;
and (iv) a $15.0 million five-year term loan. The revolving working capital
facility, the standby letter of credit facility and the revolving equipment
facility are available for a two-year period.
The revolving working capital facility bears interest, at the option of the
Company, at the bank's prime interest rate minus 1.00% or LIBOR plus 1.50%. In
October 1997, the Company borrowed $4.9 million under this facility to pay off a
subsidiary's previously existing credit facility. On November 28, 1997, the
Company repaid the outstanding balance of this facility with proceeds from the
public offering of its common stock. As of July 31, 1998, there was no
outstanding balance on this facility, resulting in an available borrowing
capacity of $30.0 million.
The outstanding principal under the term loan bears interest at the bank's
prime interest rate minus 0.50% (8.00% at July 31, 1998). Principal and interest
is payable in quarterly installments through April 2003. The outstanding
principal under the term loan was increased to $15.0 million in accordance with
the terms of the amended bank credit agreement. The amount outstanding on the
term loan was $14.3 million at July 31, 1998.
The outstanding loans under the revolving equipment acquisition and small
business purchase facility bear interest, at the option of the Company, at the
bank's prime interest rate minus 0.75% or LIBOR plus 1.75%. At July 31, 1998,
the interest rates on the outstanding revolving equipment and small business
purchase facility were at the LIBOR option ranging from 7.53% to 7.81%. The
advances under the revolving equipment acquisition and small business purchase
facility are converted to term loans with maturities not to
F-14
61
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
exceed 48 months. The outstanding principal on the equipment term loans is
payable in monthly installments through February 2001. In October 1997, the
Company borrowed $1.0 million to buy out existing operating leases and $1.7
million to refinance equipment under a subsidiary's previously existing credit
facility. During the fiscal year ended July 31, 1998, the Company repaid $1.3
million under this facility. The amount outstanding on the revolving equipment
acquisition and small business purchase facility was $3.3 million at July 31,
1998 resulting in an available borrowing capacity of $21.7 million.
The Company had outstanding standby letters of credit issued to the
Company's insurance administrators as part of its self-insurance program of
$11.6 million at July 31, 1998.
The amended bank credit agreement contains restrictions which, among other
things, require maintenance of certain financial ratios and covenants, restricts
encumbrances of assets and creation of indebtedness, and limits the payment of
cash dividends. Cash dividends are limited to 50% of each fiscal year's
after-tax profits. No cash dividends have been paid during fiscal 1998. The
amended credit facility is secured by the Company's assets and guaranteed by
each of its subsidiaries. At July 31, 1998, the Company was in compliance with
all of the financial covenants and conditions.
At July 31, 1997, CCG had a $6.6 million revolving bank credit facility of
which $5.9 million was outstanding. The interest rate on this facility was at
the bank's prime interest rate plus 0.75% and was collateralized by 75% of the
eligible trade accounts receivable, inventory, and certain real property owned
by a partnership, whose general partners are the former shareholders of CCG.
This facility was an existing arrangement made by CCG prior to the acquisition
by Dycom. In October 1997, the Company paid off the outstanding balance of $6.6
million and terminated the facility by borrowing $4.9 million against its
revolving working capital facility and $1.7 million against the revolving
equipment acquisition and small business purchase facility.
The Company's recently acquired subsidiaries, CCI and ITI, had credit
facilities entered into prior to the acquisition by Dycom. CCI had a $5.2
million revolving credit facility for funding working capital and a $2.0 million
term note incurred to purchase equipment. The interest rate on the revolving
credit facility was at the bank's prime interest rate and the interest rate on
the term loan was at 8.75%. ITI had a $2.0 million revolving credit facility for
funding working capital and a $0.5 million multiple advance term facility for
equipment acquisitions. The interest rates on the revolving credit facility and
the multiple advance term facility were at the bank's prime interest rate. The
obligations were secured by substantially all of CCI's and ITI's assets. The
facilities contained restrictions, which among other things, required the
maintenance of certain financial ratios and covenants and restricted the payment
of cash dividends. During the fourth quarter of fiscal 1998, the Company paid
off the outstanding balances of $8.1 million under these facilities with
existing cash balances and subsequently terminated such facilities.
In addition to the borrowings under the amended bank credit agreement,
certain subsidiaries have outstanding obligations under capital leases and other
equipment financing arrangements. During fiscal 1998, the Company repaid $2.6
million of outstanding balances on capital lease obligations and other equipment
term loans with existing cash balances. The remaining obligations are payable in
monthly installments expiring at various dates through September 2000.
The estimated aggregate annual principal repayments for notes payable and
capital lease obligations in the next five years are $4,727,782 in 1999,
$4,662,843 in 2000, $3,495,147 in 2001, $3,000,000 in 2002, and $2,250,000 in
2003.
Interest costs incurred on notes payable, all of which is expensed, for the
years ended July 31, 1996, 1997, and 1998 were $2,515,814, $2,619,191, and
$2,045,571, respectively. Such amounts are included in general and
administrative expenses in the accompanying consolidated statements of
operations.
F-15
62
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The interest rates on notes payable under the bank credit agreement are at
current rates and, therefore, the carrying amount approximates fair value.
9. INCOME TAXES
The components of the provision (benefit) for income taxes are:
1996 1997 1998
---------- ---------- -----------
Current:
Federal......................................... $4,265,617 $6,248,234 $10,565,688
State........................................... 1,447,065 1,904,858 2,613,336
---------- ---------- -----------
5,712,682 8,153,092 13,179,024
---------- ---------- -----------
Deferred:
Federal......................................... (522,169) 191,765 737,355
State........................................... (134,700) (395,550)
Valuation allowance............................. (1,058,027) (253,306) (475,185)
---------- ---------- -----------
(1,580,196) (196,241) (133,380)
---------- ---------- -----------
Total tax provision..................... $4,132,486 $7,956,851 $13,045,644
========== ========== ===========
The deferred tax provision (benefit) is the change in the deferred tax
assets and liabilities representing the tax consequences of changes in the
amount of temporary differences and changes in tax rates during the year. Prior
to the acquisition by Dycom, CCI and ITI elected under Subchapter S of the
Internal Revenue Code to have the stockholders recognize their proportionate
share of CCI's and ITI's taxable income on their personal income tax returns in
lieu of paying corporate income taxes. At April 6, 1998, the consummation date
of the acquisition, CCI and ITI recorded a deferred tax liability (asset) of
$616,358 and $(11,035), respectively, which was included in the third quarter
results of operations. The deferred tax assets and liabilities at July 31 are
comprised of the following:
1997 1998
---------- ----------
Deferred tax assets:
Self-insurance, warranty, and other non-deductible
reserves............................................... $3,943,356 $5,164,116
Allowance for doubtful accounts........................... 346,993 879,306
Small tools............................................... 348,067 380,153
---------- ----------
4,638,416 6,423,575
Valuation allowance....................................... (475,185)
---------- ----------
$4,163,231 $6,423,575
========== ==========
Deferred tax liabilities:
Property and equipment.................................... $1,357,721 $2,950,402
Unamortized acquisition costs............................. 212,542 248,612
Retainage................................................. 498,213
---------- ----------
$1,570,263 $3,697,227
========== ==========
Net deferred tax assets..................................... $2,592,968 $2,726,348
========== ==========
A valuation allowance is provided when it is more likely than not that some
portion of the Company's deferred tax assets will not be realized. The valuation
allowance recorded in the financial statements reduces deferred tax assets to an
amount that represents management's best estimate of the amount of deferred tax
assets that more likely than not will be realized. In fiscal 1997, the Company
reduced the valuation allowance by $0.3 million. In fiscal 1998, the Company
reversed the remaining $475,185 balance of the valuation
F-16
63
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
allowance. The Company believes that it is more likely than not that the
deferred tax assets will be realized based on the available evidence supporting
the reversing deductible temporary differences being offset by reversing taxable
temporary differences and the existence of sufficient taxable income within the
current carryback periods.
The difference between the total tax provision and the amount computed by
applying the statutory federal income tax rates to pre-tax income is as follows:
1996 1997 1998
---------- ---------- -----------
Statutory rate applied to pre-tax income.......... $4,919,185 $8,319,671 $12,628,442
State taxes, net of federal tax benefit........... 955,063 1,257,206 1,779,712
Amortization of intangible assets, with no tax
benefit......................................... 52,730 52,730 54,281
Tax effect of non-deductible items................ 139,101 374,564 389,999
Valuation allowance............................... (1,058,027) (253,306) (475,185)
Income from S Corporations (CCI and ITI).......... (907,814) (1,719,027) (1,827,023)
Deferred taxes of pooled companies................ 605,323
Other items, net.................................. 32,248 (74,987) (109,905)
---------- ---------- -----------
Total tax provision..................... $4,132,486 $7,956,851 $13,045,644
========== ========== ===========
The Internal Revenue Service (the "IRS") has examined and closed the
Company's consolidated federal income tax returns for all years through fiscal
1993. The Company has settled all assessments of additional taxes and believes
that it has made adequate provision for income taxes that may become payable
with respect to open tax years. The IRS has examined and closed the income tax
returns for the years through fiscal 1994 for CCG. The IRS is currently auditing
the 1995 and 1996 tax years of ITI.
10. REVENUES -- OTHER
The components of other revenues are as follows:
1996 1997 1998
---------- ---------- ----------
Interest income.................................... $ 271,398 $ 215,062 $1,597,987
Gain on sale of fixed assets....................... 736,131 601,645 375,772
Miscellaneous income............................... 350,403 364,625 675,470
---------- ---------- ----------
Total other revenues..................... $1,357,932 $1,181,332 $2,649,229
========== ========== ==========
11. CAPITAL STOCK
On June 1, 1992, the Company approved a Shareholder Rights Plan. All
shareholders of record on June 15, 1992 were issued a Right for each outstanding
share of the Company's common stock. Each Right entitles the holder to purchase
one-half share of common stock for an exercise price of $18 subject to
adjustment. The Right is exercisable only when a triggering event occurs. The
triggering events, among others, are a person or group's (1) acquisition of 20%
or more of Dycom's common stock, (2) commencement of a tender offer which would
result in the person or group owning 20% or more of Dycom's common stock, or (3)
acquisition of at least 10% of Dycom's common stock and such acquisition is
determined to have effects adverse to the Company. The Company can redeem the
Rights at $0.01 per Right at any time prior to ten days after a triggering event
occurs.
Certain executive officers of the Company have change of control agreements
with the Company, which provide substantial compensation upon the change of
control of the Company. The payments pursuant to these agreements would be
triggered by any person's acquisition of more than 50% of the Company's
outstanding
F-17
64
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
securities, the sale or transfer of substantially all of Dycom's assets to
someone other than a wholly-owned subsidiary of the Company, or a change of
control of the Board of Directors.
12. STOCK OFFERING
The Company concluded the public offering of 2,700,000 shares of its common
stock on November 4, 1997. The Company offered 1,573,378 shares and selling
shareholders offered 1,126,622 shares at an offering price of $20.00 per share.
The Company received $29,736,844 on November 10, 1997 which is net of an
underwriting discount of $1.10 per share. Additionally, the underwriters
exercised their option to purchase 405,000 shares to cover over-allotments. The
Company received $7,654,500 on November 25, 1997 as payment for the
over-allotments. The total offering proceeds, net of offering expenses of
$432,726, are included in stockholders' equity on the July 31, 1998 balance
sheet. On November 28, 1997, the Company repaid the outstanding balance of its
revolving working capital facility and will use the balance of the proceeds to
fund the Company's growth strategy, including acquisitions, working capital and
capital expenditures and for other general corporate purposes.
13. EMPLOYEE BENEFIT PLAN
The Company and certain of its subsidiaries sponsor defined contribution
plans that provide retirement benefits to all employees that elect to
participate. Under the plans, participating employees may defer up to 15% of
their base pre-tax compensation. Generally, the Company's contributions to the
plans are discretionary except for CCI which has a 25% company match up to the
first 5% of the employee's contributions. The Company's contributions were
$158,451, $287,179, and $398,529 in fiscal years 1996, 1997 and 1998,
respectively.
14. STOCK OPTION PLANS
The Company has reserved 900,000 shares of common stock under its 1991
Incentive Stock Option Plan (the "1991 Plan") which was approved by the
shareholders on November 25, 1991. The 1991 Plan provides for the granting of
options to key employees until it expires in 2001. Options are granted at the
closing price on the date of grant and are exercisable over a period of up to
five years. Since the 1991 Plan's adoption, certain of the options granted have
lapsed as a result of employees terminating their employment with the Company.
At July 31, 1996, 1997, and 1998, options available for grant under the 1991
Plan were 427,353 shares, 384,118 shares, and 133,188 shares, respectively.
In fiscal 1998, the Company granted to key employees under the 1991 Plan,
options to purchase an aggregate of 258,980 shares of common stock. The options
were granted at prices ranging from $18.25 to $26.625, prices representing the
fair market value on the date of grant.
On August 24, 1998, the Company granted to key employees under the 1991
Plan options to purchase an aggregate of 141,288 shares of common stock. The
options were granted at $31 13/16, the fair market value on the date of grant.
In addition to the stock option plan discussed above, the Company has
agreements outside of the plan with the non-employee members of the Board of
Directors (the "Directors Plan"). On January 10, 1994, the Company granted to
the non-employee Directors, non-qualified options to purchase an aggregate of
60,000 shares of common stock. The options were granted at $3.875, the fair
market value on the date of grant, with vesting over a three-year period.
F-18
65
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes the stock option transactions under the 1991
Plan and the Directors Plan for the three years ended July 31, 1996, 1997, and
1998:
WEIGHTED AVERAGE
--------------------------
NUMBER
OF
SHARES EXERCISE PRICE
--------- --------------
Options outstanding at July 31, 1995........................ 544,173 $ 4.29
Terminated................................................ (50,526) $ 7.43
Exercised................................................. (57,502) $ 3.46
Options outstanding at July 31, 1996........................ 436,145 $ 4.54
Granted................................................... 100,000 $13.50
Terminated................................................ (56,765) $ 4.57
Exercised................................................. (213,143) $ 4.02
Options outstanding at July 31, 1997........................ 266,237 $10.32
Granted................................................... 258,980 $20.59
Terminated................................................ (8,050) $14.28
Exercised................................................. (76,476) $ 4.67
Options outstanding at July 31, 1998........................ 440,691 $15.74
Exercisable options at
July 31, 1996............................................. 190,817 $ 3.78
July 31, 1997............................................. 69,933 $ 5.21
July 31, 1998............................................. 87,191 $ 6.75
The range of exercise prices for options outstanding at July 31, 1998 was
$2.75 to $26.625. The range of exercise prices for options is wide due primarily
to the increasing price of the Company's stock over the period of the grants.
The following summarizes information about options outstanding at July 31,
1998:
OUTSTANDING OPTIONS
----------------------------------
WEIGHTED WEIGHTED
NUMBER AVERAGE AVERAGE
OF CONTRACTUAL EXERCISE
SHARES LIFE PRICE
--------- ----------- --------
Range of exercise prices
$2.75 to $8.00......................................... 100,146 1.4 $ 5.16
$12.00 to $20.00....................................... 266,845 3.8 $16.74
$20.00 to $26.625...................................... 73,700 4.7 $26.49
------- --- ------
440,691 3.4 $15.74
======= === ======
EXERCISABLE OPTIONS
----------------------
EXERCISABLE WEIGHTED
AS OF AVERAGE
JULY 31, EXERCISE
1998 PRICE
----------- --------
Range of exercise prices
$2.75 to $8.00............................................ 70,086 $ 5.11
$12.00 to $26.625......................................... 17,105 $13.50
------ ------
87,191 $ 6.75
====== ======
These options will expire if not exercised at specific dates ranging from
November 1998 to April 2003. The prices for the options exercisable at July 31,
1998 ranged from $2.75 to $13.50.
F-19
66
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As discussed in Note 1, the Company has adopted the disclosure-only
provisions of SFAS No. 123. The fair value of the options granted in fiscal 1997
and 1998 have been estimated at the date of grant using the Black-Scholes
option-pricing model with the following assumptions: expected stock volatility
of 58.97% in 1997 and 55.36% in 1998; risk-free interest rates of 6.57% in 1997
and 5.50% in 1998; expected lives of 4 years for 1997 and 1998, and no dividend
yield in both years, due to the Company's recent history of not paying cash
dividends.
The Black-Scholes option valuation model was developed for estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. Because option valuation models require the use of subjective
assumptions and changes in these assumptions can materially impact the fair
value of the options and the Company's options do not have the characteristics
of traded options, the option valuation models do not necessarily provide a
reliable measure of the fair value of its options. The estimated fair value of
stock options granted during fiscal 1997 and 1998 was $6.98 and $10.13 per
share, respectively.
The pro forma disclosures amortize to expense the estimated compensation
costs for its stock options granted subsequent to July 31, 1996 over the options
vesting period. The Company's fiscal 1996, 1997 and 1998 pro forma net earnings
and earnings per share are reflected below:
1996 1997 1998
---------- ----------- -----------
Net Income:
Pro forma net income reflecting stock option
compensation costs............................. $9,922,327 $15,687,084 $21,858,609
Pro forma earnings per share reflecting stock
option compensation costs:
Basic....................................... $ 0.53 $ 0.83 $ 1.03
Diluted..................................... $ 0.52 $ 0.82 $ 1.02
Net Income:
Reflecting pro forma tax expense related to S
corporations
Pro forma net income reflecting stock option
compensation costs........................ $9,195,051 $13,802,854 $20,484,349
Pro forma earnings per share reflecting
stock option compensation costs:
Basic.................................. $ 0.49 $ 0.73 $ 0.97
Diluted................................ $ 0.48 $ 0.72 $ 0.95
15. RELATED PARTY TRANSACTIONS
The Company's subsidiary, CCG, leases administrative offices from a
partnership of which certain officers of the subsidiary are the general partners
and the Company's newly acquired subsidiaries, CCI and ITI, lease administrative
offices from a corporation of which certain officers of the subsidiaries are
shareholders. ITI advanced the corporation $268,860 for leasehold improvements
to its administrative office building. The amount advanced was fully reimbursed
by July 31, 1998. The total expense under these arrangements for the years ended
July 31, 1996, 1997, and 1998 was $184,200, $242,310, and $304,010,
respectively. The future minimum lease commitments under these arrangements are
$299,760 in 1999, $299,760 in 2000, $203,760 in 2001 and $80,900 in 2002.
F-20
67
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
16. MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK
The operating subsidiaries obtain contracts from both public and private
concerns. For the years ended July 31, 1996, 1997, and 1998, approximately 36%,
27%, and 22%, respectively, of the contract revenues were from BellSouth
Telecommunications, Inc. ("BellSouth"), 16%, 18%, and 24%, respectively, of the
contract revenues were from Comcast Cable Communications, Inc. ("Comcast"), and
6.4%, 6.3%, and 7.2%, respectively, of the contract revenues were from GTE
Corporation ("GTE").
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of trade accounts receivable.
BellSouth, Comcast, and GTE represent a significant portion of the Company's
customer base. As of July 31, 1997, the total outstanding trade receivables from
BellSouth, Comcast, and GTE were $5.7 million or 12%, $11.5 million or 23%, and
$2.2 million or 4%, respectively, of the outstanding trade receivables. At July
31, 1998, the total outstanding trade receivables from BellSouth, Comcast, and
GTE were $7.9 million or 13%, $16.9 million or 27%, and $2.3 million or 4%,
respectively, of the Company's outstanding trade receivables.
17. COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries have operating leases covering office
facilities, vehicles, and equipment which have noncancelable terms in excess of
one year. During fiscal 1996, 1997, and 1998, the Company entered into numerous
operating leases for vehicles and equipment. Certain of these leases contain
renewal provisions and generally require the Company to pay insurance,
maintenance, and other operating expenses. Total expense incurred under
operating lease agreements, excluding the transactions with related parties (see
Note 15), for the years ended July 31, 1996, 1997, and 1998, was $5,305,237,
$6,732,699, and $6,754,934, respectively. The future minimum obligations under
these leases are $4,599,287 in 1999; $2,046,435 in 2000; $954,796 in 2001;
$526,526 in 2002, $323,338 in 2003 and $56,900 thereafter.
In September 1995, the State of New York commenced a sales and use tax
audit of CCG for the years 1989 through 1995. As a result of the audit, certain
additional taxes were paid by CCG in fiscal 1996. In addition, the State of New
York concluded that cable television service providers are subject to New York
State sales taxes for the construction of cable television distribution systems,
and by a Notice dated January 1997, asserted amounts due from CCG for sales
taxes and interest for the periods through August 31, 1995, aggregating
approximately $1.3 million. Any sales taxes asserted against the Company may be
offset by use taxes already paid by customers of the Company. The Company
intends to vigorously contest the assertion. The Company is unable to assess the
likelihood of any particular outcome at this time or to quantify the effect a
resolution of this matter may have on the Company's consolidated financial
statements.
In the normal course of business, certain subsidiaries of the Company have
pending and unasserted claims. It is the opinion of the Company's management,
based on the information available at this time, that these claims will not have
a material adverse impact on the Company's consolidated financial statements.
18. QUARTERLY FINANCIAL DATA (UNAUDITED)
The Company has historically experienced variability in revenues, income
before income taxes and net income on a quarterly basis. A significant amount of
this variability is due to the fact that the Company's business is subject to
seasonal fluctuations, with activity in its second and occasionally third fiscal
quarters (the quarters ended January 31 and April 30 in a given fiscal year)
being adversely affected by weather. In addition, budgetary spending patterns of
significant customers, which often run on a calendar year basis, have resulted
in greater volatility of second fiscal quarter results.
F-21
68
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In the opinion of management, the following unaudited quarterly data for
the years ended July 31, 1997 and 1998 reflect all adjustments necessary for the
fair presentation of a statement of operations. All such adjustments are of a
normal recurring nature other than as discussed below. The Company acquired CCI
and ITI ("Pooled Companies") on April 6, 1998. The acquisitions were accounted
for as poolings of interests and accordingly, the unaudited quarterly financial
statements for the periods presented include the accounts of CCI and ITI. The
quarterly data for CCI and ITI for the quarter including the consummation date
of the mergers and the subsequent quarter are included in the Dycom data. The
earnings per common share calculation for each quarter is based on the weighted
average shares of common stock outstanding plus the dilutive effect of stock
options. The sum of the quarters earnings per common share may not necessarily
be equal to the full year earnings per common share amounts.
IN WHOLE DOLLARS, EXCEPT PER SHARE AMOUNTS
------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- ------------
1997
Revenues:
Dycom.................................... $56,414,412 $57,275,311 $63,181,306 $ 67,052,452
Pooled Companies......................... 15,816,874 14,502,399 17,628,078 20,548,608
----------- ----------- ----------- ------------
$72,231,286 $71,777,710 $80,809,384 $ 87,601,060
=========== =========== =========== ============
Income Before Income Taxes:
Dycom.................................... $ 3,981,240 $ 3,575,407 $ 4,700,378 $ 6,784,493
Pooled Companies......................... 1,141,040 393,687 1,373,172 1,821,072
----------- ----------- ----------- ------------
$ 5,122,280 $ 3,969,094 $ 6,073,550 $ 8,605,565
=========== =========== =========== ============
Net Income:
Dycom.................................... $ 2,236,041 $ 2,314,166 $ 2,818,373 $ 3,850,228
Pooled Companies......................... 1,176,518 245,568 1,373,172 1,799,572
----------- ----------- ----------- ------------
$ 3,412,559 $ 2,559,734 $ 4,191,545 $ 5,649,800
=========== =========== =========== ============
Earnings per Common Share:
Basic.................................... $ 0.18 $ 0.14 $ 0.22 $ 0.30
Diluted.................................. $ 0.18 $ 0.13 $ 0.22 $ 0.29
Pro Forma Net Income:
Dycom.................................... $ 2,236,041 $ 2,314,166 $ 2,818,373 $ 3,850,228
Pooled Companies......................... 647,285 185,447 810,610 1,067,258
----------- ----------- ----------- ------------
$ 2,883,326 $ 2,499,613 $ 3,628,983 $ 4,917,486
=========== =========== =========== ============
Pro Forma Earnings per Common Share:
Basic.................................... $ 0.15 $ 0.13 $ 0.19 $ 0.26
Diluted.................................. $ 0.15 $ 0.13 $ 0.19 $ 0.26
F-22
69
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
IN WHOLE DOLLARS, EXCEPT PER SHARE AMOUNTS
------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- ------------
1998
Revenues:
Dycom.................................... $70,793,691 $62,622,353 $96,872,826 $101,592,970
Pooled Companies......................... 20,638,774 18,842,178 -- --
----------- ----------- ----------- ------------
$91,432,465 $81,464,531 $96,872,826 $101,592,970
=========== =========== =========== ============
Income Before Income Taxes:
Dycom.................................... $ 6,165,432 $ 5,417,012 $ 8,807,157 $ 11,619,113
Pooled Companies......................... 2,222,087 1,850,463 -- --
----------- ----------- ----------- ------------
$ 8,387,519 $ 7,267,475 $ 8,807,157 $ 11,619,113
=========== =========== =========== ============
Net Income:
Dycom.................................... $ 3,515,950 $ 3,246,711 $ 5,343,005 $ 7,088,957
Pooled Companies......................... 2,222,087 1,618,910 -- --
----------- ----------- ----------- ------------
$ 5,738,037 $ 4,865,621 $ 5,343,005 $ 7,088,957
=========== =========== =========== ============
Earnings per Common Share:
Basic.................................... $ 0.30 $ 0.23 $ 0.24 $ 0.32
Diluted.................................. $ 0.30 $ 0.22 $ 0.24 $ 0.32
Pro Forma Net Income:
Dycom.................................... $ 3,515,950 $ 3,246,711 $ 5,432,241 $ 7,088,957
Pooled Companies......................... 1,298,383 1,079,118 -- --
----------- ----------- ----------- ------------
$ 4,814,333 $ 4,325,829 $ 5,432,241 $ 7,088,957
=========== =========== =========== ============
Pro Forma Earnings per Common Share:
Basic.................................... $ 0.25 $ 0.20 $ 0.25 $ 0.32
Diluted.................................. $ 0.25 $ 0.20 $ 0.24 $ 0.32
The 1997 fourth quarter results of operations include a $0.3 million
reduction in the deferred tax asset valuation allowance. The third and fourth
quarter 1998 results of operations include a reduction in the deferred tax asset
valuation allowance of $0.2 million and $0.2 million, respectively.
19. SUBSEQUENT EVENT
On December 14, 1998, the Board of Directors declared a 3-for-2 split of
the Company's common stock, effected in the form of a stock dividend paid on
January 4, 1999 to stockholders of record on December 23, 1998. All agreements
concerning stock options provide for the issuance of additional shares due to
the declaration of the stock split. An amount equal to the par value of the
common shares issued plus cash paid in lieu of fractional shares was transferred
from capital in excess of par value to the common stock account. All references
to earnings per common share information and to the number of shares used to
calculate per common share information have been adjusted to reflect the stock
split on a retroactive basis.
F-23
70
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
JULY 31, JANUARY 31,
1998 1999
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and equivalents........................................ $ 35,927,307 $ 33,985,787
Accounts receivable, net.................................... 62,142,808 50,242,669
Costs and estimated earnings in excess of billings.......... 14,382,620 19,377,664
Deferred tax assets, net.................................... 2,726,348 2,668,146
Other current assets........................................ 3,014,199 7,253,689
------------ ------------
Total current assets.............................. 118,193,282 113,527,955
------------ ------------
PROPERTY AND EQUIPMENT, net................................. 42,865,197 58,126,177
------------ ------------
OTHER ASSETS:
Intangible assets, net...................................... 4,529,270 4,507,489
Deferred tax assets......................................... 53,066
Other....................................................... 730,342 4,524,833
------------ ------------
Total other assets................................ 5,259,612 9,085,388
------------ ------------
TOTAL............................................. $166,318,091 $180,739,520
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................ $ 12,182,699 $ 13,523,311
Notes payable............................................... 4,727,782 4,743,624
Accrued self-insured claims................................. 2,440,303 2,729,208
Income taxes payable........................................ 2,812,144 618,362
Other accrued liabilities................................... 14,819,181 13,764,652
------------ ------------
Total current liabilities......................... 36,982,109 35,379,157
NOTES PAYABLE............................................... 13,407,990 11,181,614
ACCRUED SELF-INSURED CLAIMS................................. 7,454,849 8,403,196
OTHER LIABILITIES........................................... 10,094,195 11,043,894
------------ ------------
Total liabilities................................. 67,939,143 66,007,861
------------ ------------
COMMITMENTS AND CONTINGENCIES, Note 8
STOCKHOLDERS' EQUITY:
Preferred stock, par value $1.00 per share:
1,000,000 shares authorized; no shares issued and
outstanding
Common stock, par value $.33 1/3 per share:
50,000,000 shares authorized; 14,722,731 and 22,240,400
shares issued and outstanding, respectively............ 4,907,577 7,413,466
Additional paid-in capital.................................. 62,496,252 62,198,781
Retained earnings........................................... 30,975,119 45,119,412
------------ ------------
Total stockholders' equity........................ 98,378,948 114,731,659
------------ ------------
TOTAL............................................. $166,318,091 $180,739,520
============ ============
See notes to condensed consolidated financial statements -- unaudited.
F-24
71
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
JANUARY 31,
---------------------------
1998 1999
------------ ------------
REVENUES:
Contract revenues earned.................................... $80,680,559 $96,727,284
Other, net.................................................. 783,972 727,268
----------- -----------
Total............................................. 81,464,531 97,454,552
----------- -----------
Expenses:
Costs of earned revenues excluding depreciation............. 63,636,371 73,468,675
General and administrative.................................. 7,360,048 8,676,838
Depreciation and amortization............................... 3,200,637 4,144,089
----------- -----------
Total............................................. 74,197,056 86,289,602
----------- -----------
INCOME BEFORE INCOME TAXES.................................. 7,267,475 11,164,950
----------- -----------
PROVISION FOR INCOME TAXES:
Current................................................... 2,041,386 4,201,198
Deferred.................................................. 360,468 313,602
----------- -----------
Total............................................. 2,401,854 4,514,800
----------- -----------
NET INCOME.................................................. $ 4,865,621 $ 6,650,150
=========== ===========
EARNINGS PER COMMON SHARE:
Basic..................................................... $ 0.23 $ 0.30
=========== ===========
Diluted................................................... $ 0.22 $ 0.29
=========== ===========
PRO FORMA NET INCOME AND EARNINGS
PER COMMON SHARE DATA:
Income before income taxes................................ $ 7,267,475
Pro forma provision for income taxes...................... 2,941,646
-----------
PRO FORMA NET INCOME........................................ $ 4,325,829
===========
PRO FORMA EARNINGS PER COMMON SHARE:
Basic..................................................... $ 0.20
===========
Diluted................................................... $ 0.20
===========
See notes to condensed consolidated financial statements -- unaudited.
F-25
72
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS -- (CONTINUED)
(UNAUDITED)
FOR THE SIX MONTHS ENDED
JANUARY 31,
---------------------------
1998 1999
------------ ------------
REVENUES:
Contract revenues earned.................................... $171,813,092 $205,340,440
Other, net.................................................. 1,083,904 1,416,362
------------ ------------
Total............................................. 172,896,996 206,756,802
------------ ------------
EXPENSES:
Costs of earned revenues excluding depreciation............. 134,956,874 154,648,923
General and administrative.................................. 15,961,757 20,214,381
Depreciation and amortization............................... 6,323,371 8,116,827
------------ ------------
Total............................................. 157,242,002 182,980,131
------------ ------------
INCOME BEFORE INCOME TAXES.................................. 15,654,994 23,776,671
------------ ------------
PROVISION FOR INCOME TAXES:
Current................................................... 4,877,597 9,627,242
Deferred.................................................. 173,739 5,136
------------ ------------
Total............................................. 5,051,336 9,632,378
------------ ------------
NET INCOME.................................................. $ 10,603,658 $ 14,144,293
============ ============
EARNINGS PER COMMON SHARE:
Basic..................................................... $ 0.52 $ 0.64
============ ============
Diluted................................................... $ 0.51 $ 0.63
============ ============
PRO FORMA NET INCOME AND EARNINGS
PER COMMON SHARE DATA:
Income before income taxes................................ $ 15,654,994
Pro forma provision for income taxes...................... 6,514,832
------------
PRO FORMA NET INCOME........................................ $ 9,140,162
============
PRO FORMA EARNINGS PER COMMON SHARE:
Basic.................................................. $ 0.45
============
Diluted................................................ $ 0.44
============
See notes to condensed consolidated financial statements -- unaudited.
F-26
73
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS ENDED
JANUARY 31,
-------------------------
1998 1999
----------- -----------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS FROM:
OPERATING ACTIVITIES:
Net income.................................................. $10,603,658 $14,144,293
Adjustments to reconcile net cash provided by operating
activities:
Depreciation and amortization.......................... 6,323,371 8,116,827
Gain on disposal of assets............................. (177,643) (161,439)
Deferred income taxes.................................. 173,739 5,136
Changes in assets and liabilities:
Accounts receivable, net............................... 3,768,114 11,900,139
Unbilled revenues, net................................. (2,510,658) (4,995,044)
Other current assets................................... (190,480) (4,239,490)
Other assets........................................... 96,963 (794,491)
Accounts payable....................................... (4,705,467) 1,340,612
Accrued self-insured claims and other liabilities...... (2,153,215) 1,132,422
Accrued income taxes................................... (846,507) (2,193,782)
----------- -----------
Net cash inflow from operating activities................... 10,381,875 24,255,183
----------- -----------
INVESTING ACTIVITIES:
Capital expenditures................................... (9,986,657) (22,810,098)
Proceeds from sale of assets........................... 947,830 553,276
Assets of acquired business............................ (750,000)
Investment in unconsolidated affiliate................. (3,000,000)
----------- -----------
Net cash outflow from investing activities.................. (9,038,827) (26,006,822)
----------- -----------
FINANCING ACTIVITIES:
Borrowings on notes payable and bank lines-of-credit... 9,569,762 --
Principal payments on notes payable and bank
lines-of-credit....................................... (21,139,918) (2,398,299)
Exercise of stock options.............................. 173,955 2,208,418
Proceeds from stock offering........................... 36,958,618 --
Distributions to shareholders of pooled companies...... (3,897,000) --
----------- -----------
Net cash inflow (outflow) from financing activities......... 21,665,417 (189,881)
----------- -----------
NET CASH INFLOW (OUTFLOW) FROM ALL ACTIVITIES............... 23,008,465 (1,941,520)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD................. 5,276,112 35,927,307
----------- -----------
CASH AND EQUIVALENTS AT END OF PERIOD....................... $28,284,577 $33,985,787
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Cash paid during the period for:
Interest............................................... $ 1,173,609 $ 657,932
Income taxes........................................... $ 5,726,979 $10,765,623
Property and equipment acquired and financed with:
Capital lease obligation.................................. $ 187,765
Income tax benefit from stock options exercised............. $ 194,483 $ 1,115,554
See notes to condensed consolidated financial statements -- unaudited.
F-27
74
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying condensed consolidated balance sheets of Dycom Industries,
Inc. ("Dycom" or the "Company") as of July 31, 1998 and January 31, 1999, and
the related condensed consolidated statements of operations for the three and
six months ended January 31, 1998 and 1999, respectively, and the condensed
consolidated statements of cash flows for the six months ended January 31, 1998
and 1999 reflect all normal recurring adjustments which are, in the opinion of
management, necessary for a fair presentation of such statements. The results of
operations for the three and six months ended January 31, 1999 are not
necessarily indicative of the results which may be expected for the entire year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation -- The condensed consolidated financial
statements are unaudited. These statements include Dycom Industries, Inc. and
its subsidiaries, all of which are wholly owned. On April 6, 1998, the Company
consummated the Cable Com Inc. ("CCI") and Installation Technicians, Inc.
("ITI") acquisitions and issued 1.2 million and 600,000 shares of common stock
in exchange for all the outstanding capital stock of CCI and ITI, respectively.
These acquisitions were accounted for as poolings of interests and accordingly,
the Company's condensed consolidated financial statements include the results of
CCI and ITI for all periods presented. Prior to the acquisitions, CCI and ITI
used a fiscal year consisting of a 52/53 week time period and, as a result of
the merger, have adopted Dycom's fiscal year end of July 31. All periods
presented reflect the adoption of such fiscal year end as of the beginning of
the period.
The Company is a leading provider of engineering, construction and
maintenance services to telecommunications providers and also performs
underground utility locating services and electrical construction and
maintenance contracting services. All material intercompany accounts and
transactions have been eliminated.
Pro Forma Adjustments -- Prior to the acquisition by Dycom, CCI and ITI
elected under Subchapter S of the Internal Revenue Code to have the stockholders
recognize their proportionate share of CCI's and ITI's taxable income on their
personal tax returns in lieu of paying corporate income tax. The pro forma net
income and earnings per common share on the condensed consolidated statements of
operations reflect a provision for current and deferred income taxes for all
periods presented as if the corporations were included in Dycom's federal and
state income tax returns. At April 6, 1998, the consummation date of the
acquisition, CCI and ITI recorded deferred taxes on the temporary differences
between the financial reporting basis and the tax basis of their assets and
liabilities. The deferred tax (asset) liability recorded by CCI and ITI was
$616,358 and $(11,035), respectively.
Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates and such differences may be material to the financial statements.
Estimates are used in the Company's revenue recognition of work-in-process,
allowance for doubtful accounts, self-insured claims liability, deferred tax
asset valuation allowance, depreciation and amortization, and in the estimated
lives of assets, including intangibles.
Revenue -- Income on short-term contracts is recognized as the related work
is completed. Work-in-process on unit contracts is based on management's
estimate of work performed but not billed. Income on long-term contracts is
recognized on the percentage-of-completion method based primarily on the ratio
of contract costs incurred to date to total estimated contract costs. At the
time a loss on a contract becomes known, the entire amount of the estimated
ultimate loss is accrued.
"Costs and estimated earnings in excess of billings" represents the excess
of contract revenues recognized under the percentage-of-completion method of
accounting for long-term contracts and work-in-process on
F-28
75
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
unit contracts over billings to date. For those contracts in which billings
exceed contract revenues recognized to date, such excesses would be included in
the caption "billings in excess of costs and estimated earnings".
Cash and Equivalents -- Cash and equivalents include cash balances on
deposit in banks, overnight repurchase agreements, certificates of deposit,
commercial paper, and various other financial instruments having an original
maturity of three months or less. For purposes of the condensed consolidated
statements of cash flows, the Company considers these amounts to be cash
equivalents.
Property and Equipment -- Property and equipment is stated at cost.
Depreciation and amortization is computed over the estimated useful life of the
assets utilizing the straight-line method. The estimated useful service lives of
the assets are: buildings -- 20-31 years; leasehold improvements -- the term of
the respective lease or the estimated useful life of the improvements, whichever
is shorter; vehicles -- 3-7 years; equipment and machinery -- 2-10 years; and
furniture and fixtures -- 3-10 years. Maintenance and repairs are expensed as
incurred; expenditures that enhance the value of the property or extend its
useful life are capitalized. When assets are sold or retired, the cost and
related accumulated depreciation are removed from the accounts and the resulting
gain or loss is included in income.
Intangible Assets -- The excess of the purchase price over the fair market
value of the tangible net assets of acquired businesses (goodwill) is amortized
on a straight-line basis over 40 years. The appropriateness of the carrying
value of goodwill is reviewed periodically by the Company. An impairment loss is
recognized when the projected future cash flows is less than the carrying value
of goodwill. No impairment loss has been recognized in the periods presented.
Non-compete agreements obtained through the purchase of business assets are
amortized on a straight-line basis over the term of the agreements.
Amortization expense was $77,545 and $83,741 for the six month periods
ended January 31, 1998 and 1999, respectively. The intangible assets are net of
accumulated amortization of $1,306,446 at July 31, 1998 and $1,390,188 at
January 31, 1999.
Self-Insured Claims Liability -- The Company is primarily self-insured, up
to certain limits, for automobile and general liability, workers' compensation,
and employee group health claims. A liability for unpaid claims and the
associated claim expenses, including incurred but not reported losses, is
actuarially determined and reflected in the condensed consolidated financial
statements as an accrued liability. The self-insured claims liability includes
incurred but not reported losses of $5,120,000 and $7,330,000 at July 31, 1998
and January 31, 1999, respectively. The determination of such claims and
expenses and the appropriateness of the related liability is continually
reviewed and updated.
Income Taxes -- The Company and its subsidiaries, except for CCI and ITI,
file a consolidated federal income tax return. CCI and ITI were included in the
Company's consolidated federal income tax return effective April 6, 1998.
Deferred income taxes are provided for the temporary differences between the
financial reporting basis and the tax basis of the Company's assets and
liabilities.
Per Share Data -- Earnings per common share-basic is computed using the
weighted-average common shares outstanding during the period. Earnings per
common share-diluted is computed using the weighted-average common shares
outstanding during the period and the dilutive effect of common stock options,
using the treasury stock method. See Note 3.
Recently Issued Accounting Pronouncements -- In June 1997, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 130 "Reporting Comprehensive Income" which establishes
standards for reporting and display of comprehensive income and its components
(revenues, expenses, gains and losses) in a full set of general purpose
financial statements. This statement requires that an enterprise classify items
of other comprehensive income by their nature in a financial statement and
display the accumulated balance of other comprehensive income separately from
F-29
76
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
retained earnings and additional paid-in capital in the equity section of a
statement of financial position. This statement is effective for fiscal years
beginning after December 15, 1997.
In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes the standards for related disclosures about
products and services, geographic areas, and major customers. This statement
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The financial information
is required to be reported on the basis that it is used internally for
evaluating segment performance and deciding how to allocate resources to
segments. Operating segments are components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. This statement is effective for fiscal years beginning
after December 15, 1997.
In February 1998, the FASB issued SFAS No. 132 "Employers' Disclosures
about Pension and Other Postretirement Benefits", which revises certain
disclosures about pension and other postretirement benefit plans. This statement
does not change the measurement and recognition methods for pensions or
postretirement benefit costs reported in financial statements. This statement is
effective for fiscal years beginning after December 15, 1997.
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" which establishes standards for the
accounting and reporting of derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for all fiscal quarters of all fiscal years beginning after June 15,
1999.
Management is currently evaluating the requirements and related disclosures
of SFAS No. 130, 131, 132, and 133.
3. EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128 "Earnings per Share" which
changes the method of calculating earnings per share and was effective for the
Company in the quarter ended January 31, 1998. All periods presented have been
restated in accordance with the provisions of SFAS No. 128.
On December 14, 1998, the Board of Directors declared a three-for-two split
of the Company's common stock, effected in the form of a stock dividend paid on
January 4, 1999 to shareholders of record on December 23, 1998. All agreements
concerning stock options provide for the issuance of additional shares due to
the declaration of the stock split. An amount equal to the par value of the
common shares issued plus cash paid in lieu of fractional shares was transferred
from capital in excess of par value to the common stock account. All references
to number of shares and to per share information, except number of shares issued
and outstanding as of July 31, 1998, have been adjusted to reflect the stock
split on a retroactive basis.
F-30
77
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following is a reconciliation of the numerators and denominators of the
basic and diluted per share computation as required by SFAS No. 128.
FOR THE THREE MONTHS
ENDED JANUARY 31,
-----------------------
1998 1999
---------- ----------
Net income available to common stockholders (numerator)..... $4,865,621 $6,650,150
========== ==========
Weighted-average number of common shares (denominator)...... 21,619,506 22,199,923
========== ==========
Earnings per common share -- basic.......................... $ 0.23 $ 0.30
========== ==========
Weighed-average number of common shares..................... 21,619,506 22,199,923
Potential common stock arising from stock options........... 286,590 412,169
---------- ----------
Total shares (denominator)........................ 21,906,096 22,612,092
========== ==========
Earnings per common share -- diluted........................ $ 0.22 $ 0.29
========== ==========
PRO FORMA EARNINGS PER SHARE DATA:
Pro forma net income available to common stockholders
(numerator)............................................... $4,325,829
==========
Pro forma earnings per common share -- basic................ $ 0.20
==========
Pro forma earnings per common share -- diluted.............. $ 0.20
==========
FOR THE SIX MONTHS ENDED
JANUARY 31,
-------------------------
1998 1999
----------- -----------
Net income available to common stockholders (numerator)..... $10,603,658 $14,144,293
=========== ===========
Weighted-average number of common shares (denominator)...... 20,312,127 22,144,794
=========== ===========
Earnings per common share -- basic.......................... $ 0.52 $ 0.64
=========== ===========
Weighed-average number of common shares..................... 20,312,127 22,144,794
Potential common stock arising from stock options........... 280,908 381,024
----------- -----------
Total shares (denominator)........................ 20,593,035 22,525,818
=========== ===========
Earnings per common share -- diluted........................ $ 0.51 $ 0.63
=========== ===========
PRO FORMA EARNINGS PER SHARE DATA:
Pro forma net income available to common stockholders
(numerator)............................................... $ 9,140,162
===========
Pro forma earnings per common share -- basic................ $ 0.45
===========
Pro forma earnings per common share -- diluted.............. $ 0.44
===========
F-31
78
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
4. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
JULY 31, JANUARY 31,
1998 1999
----------- -----------
Contract billings........................................... $58,888,421 $47,295,278
Retainage................................................... 4,133,590 4,839,257
Other receivables........................................... 1,331,775 908,834
----------- -----------
Total............................................. 64,353,786 53,043,369
Less allowance for doubtful accounts........................ 2,210,978 2,800,700
----------- -----------
Accounts receivable, net.................................... $62,142,808 $50,242,669
=========== ===========
5. COSTS AND ESTIMATED EARNINGS ON CONTRACTS IN PROGRESS
The accompanying condensed consolidated balance sheets include costs and
estimated earnings on contracts in progress, net of progress billings as
follows:
JULY 31, JANUARY 31,
1998 1999
----------- -----------
Costs incurred on contracts in progress..................... $15,056,642 $19,793,680
Estimated earnings thereon.................................. 3,387,933 4,617,836
----------- -----------
18,444,575 24,411,516
Less billings to date....................................... 4,061,955 5,033,852
----------- -----------
Costs and estimated earnings in excess of billings.......... $14,382,620 $19,377,664
=========== ===========
6. PROPERTY AND EQUIPMENT
The accompanying condensed consolidated balance sheets include the
following property and equipment:
JULY 31, JANUARY 31,
1998 1999
----------- ------------
Land....................................................... $ 1,592,958 $ 2,077,830
Buildings.................................................. 2,497,103 3,559,155
Leasehold improvements..................................... 1,459,543 1,448,840
Vehicles................................................... 52,287,135 66,676,786
Equipment and machinery.................................... 34,319,707 39,568,769
Furniture and fixtures..................................... 5,638,326 6,218,428
----------- ------------
Total............................................ 97,794,772 119,549,808
Less accumulated depreciation and amortization............. 54,929,575 61,423,631
----------- ------------
Property and equipment, net................................ $42,865,197 $ 58,126,177
=========== ============
F-32
79
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
7. NOTES PAYABLE
Notes payable are summarized by type of borrowings as follows:
JULY 31, JANUARY 31,
1998 1999
----------- -----------
Bank Credit Agreement:
Term loan................................................. $14,250,000 $12,750,000
Equipment term loans...................................... 3,339,218 2,595,486
Capital lease obligations................................... 60,931 202,043
Equipment loans............................................. 485,623 377,709
----------- -----------
Total............................................. 18,135,772 15,925,238
Less current portion........................................ 4,727,782 4,743,624
----------- -----------
Notes payable -- non-current................................ $13,407,990 $11,181,614
=========== ===========
On April 29, 1998, the Company signed an amendment to its bank credit
agreement increasing the total facility to $85.0 million. The amended bank
credit agreement provides for (i) a $30.0 million revolving working capital
facility; (ii) a $15.0 million standby letter of credit facility; (iii) a $25.0
million revolving equipment acquisition and small business purchase facility;
and (iv) a $15.0 million five-year term loan. The revolving working capital
facility, the standby letter of credit facility and the revolving equipment
facility are available for a two-year period.
The revolving working capital facility bears interest, at the option of the
Company, at the bank's prime interest rate minus 1.00% or LIBOR plus 1.50%. As
of January 31, 1999, there was no outstanding balance on this facility resulting
in an available borrowing capacity of $30.0 million.
The Company had outstanding standby letters of credit issued to the
Company's insurance administrators as part of its self-insurance program of
$11.4 million at January 31, 1999.
The outstanding loans under the revolving equipment acquisition and small
business purchase facility bear interest, at the option of the Company, at the
bank's prime interest rate minus 0.75% or LIBOR plus 1.75%. At January 31, 1999,
the interest rate on the outstanding revolving equipment and small business
purchase facility were at the LIBOR option of 7.00%. The advances under the
revolving equipment acquisition and small business purchase facility are
converted to term loans with maturities not to exceed 48 months. The outstanding
principal on the equipment term loans is payable in monthly installments through
February 2001. The amount outstanding on the revolving equipment acquisition and
small business purchase facility was $2.6 million at January 31, 1999, resulting
in an available borrowing capacity of $22.4 million.
The outstanding principal under the term loan bears interest at the bank's
prime interest rate minus 0.50% (7.25% at January 31, 1999). Principal and
interest is payable in quarterly installments through April 2003. The amount
outstanding on the term loan was $12.8 million at January 31, 1999.
The amended bank credit agreement contains restrictions which, among other
things, requires maintenance of certain financial ratios and covenants,
restricts encumbrances of assets and creation of indebtedness, and limits the
payment of cash dividends. Cash dividends are limited to 50% of each fiscal
year's after-tax profits. No cash dividends were paid during the three and six
month periods ended January 31, 1999. The amended bank credit facility is
secured by the Company's assets and guaranteed by each of its subsidiaries. At
January 31, 1999, the Company was in compliance with all financial covenants and
conditions.
In addition to the borrowings under the amended bank credit agreement,
certain subsidiaries have outstanding obligations under capital leases and other
equipment financing arrangements. The obligations are payable in monthly
installments expiring at various dates through January 2002.
F-33
80
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Interest costs incurred on notes payable, all of which were expensed for
the three month period ended January 31, 1998 and 1999 were $461,656 and
$316,530, respectively. Interest costs for the six month period ended January
31, 1998 and 1999 were $1,097,845 and $665,080, respectively. Such amounts are
included in general and administrative expenses in the accompanying condensed
consolidated statements of operations.
8. COMMITMENTS AND CONTINGENCIES
In September 1995, the State of New York commenced a sales and use tax
audit of Communications Construction Group, Inc. ("CCG"), a wholly-owned
subsidiary, for the years 1989 through 1995. As a result of the audit, certain
additional taxes were paid by CCG in fiscal 1996. In addition, the State of New
York concluded that cable television service providers are subject to New York
State sales taxes for the construction of cable television distribution systems,
and by a Notice dated January 1997, asserted amounts due from CCG for sales
taxes and interest for the periods through August 31, 1995, aggregating
approximately $1.3 million. Any sales taxes asserted against the Company may be
offset by use taxes already paid by the customers of the Company. The Company
intends to vigorously contest the assertion. The Company is unable to assess the
likelihood of any particular outcome at this time or to quantify the effect a
resolution of this matter may have on the Company's consolidated financial
statements.
In the normal course of business, certain subsidiaries of the Company have
pending and unasserted claims. It is the opinion of the Company's management,
based on the information available at this time, that these claims will not have
a material adverse impact on the Company's consolidated financial statements.
9. SUBSEQUENT EVENT
On February 3, 1999, the Company acquired all of the outstanding common
stock of Locating, Inc. for $10.0 million. Located in Issaquah, Washington,
Locating, Inc.'s primary line of business is the locating, marking, and mapping
of underground utility facilities for cable television, multiple system
operators, telephone companies, and electrical and gas utilities. The Company
intends to record this transaction as a purchase.
F-34
81
INDEX TO PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Basis of Presentation....................................... P-2
Pro Forma Unaudited Condensed Consolidated Statement of
Operations for the six months ended January 31, 1999...... P-3
Pro Forma Unaudited Condensed Consolidated Statement of
Operations for the year ended July 31, 1998............... P-4
Pro Forma Unaudited Condensed Consolidated Balance Sheet at
January 31, 1999.......................................... P-5
Notes to Pro Forma Unaudited Condensed Consolidated
Financial Statements...................................... P-6
P-1
82
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
BASIS OF PRESENTATION
On March 31, 1999, pursuant to a stock purchase agreement, we purchased all
of the issued and outstanding shares of common stock of Ervin Cable
Construction, Inc. ("ECC") for $21,750,000 in cash and 258,066 shares of our
common stock. On April 1, 1999, pursuant to a merger agreement we issued an
aggregate of 516,128 shares of our common stock to the shareholders of Apex
Digital TV, Inc. ("Apex") in exchange for all the issued and outstanding common
stock of Apex. Prior to the acquisitions, the three stockholders of ECC held 80%
of the outstanding shares of common stock of Apex.
The accompanying pro forma unaudited condensed consolidated financial
statements are based on the historical financial presentation of our
consolidated financial statements, ECC, Apex and Locating, a Washington
corporation we acquired for $10 million in February 1999. The pro forma
unaudited condensed consolidated financial statements and related notes give
effect to these acquisitions under the purchase method of accounting. The
accompanying pro forma unaudited condensed consolidated financial statements
should be read in conjunction with our consolidated financial statements and
notes thereto included in this prospectus. We
have authorized no one to provide you with different information. Weprospectus and the historical financial
statements of ECC and Apex, which are not
making an offerincorporated in this prospectus by
reference.
The pro forma unaudited condensed consolidated balance sheet presents our
financial position as if the acquisitions had been completed on January 31,
1999. The pro forma unaudited condensed consolidated statement of these securities in any state whereoperations for
the offer is not
permitted. You should notsix month period ended January 31, 1999 and for the fiscal year ended July
31, 1998 assume that the information in this prospectus is
accurateacquisitions occurred as of the beginning of the
periods presented. The pro forma unaudited condensed consolidated financial
statements are presented for illustrative purposes only. They do not purport to
be indicative of the financial position or results of operations of Dycom, that
would have actually been presented, or which may be obtained in the future. The
pro forma unaudited condensed consolidated financial statements do not include
any datelikely cost savings or any synergies that are likely to occur from the
acquisitions and there can be no assurances that any such cost savings or
synergies will occur. The pro forma adjustments are described in the
accompanying notes and are based upon available information and certain
assumptions that we believe are reasonable.
A preliminary allocation of the purchase price has been made to major
categories of assets and liabilities in the accompanying pro forma unaudited
condensed consolidated financial statements based on available information. The
actual allocation of the purchase price and the resulting effect on income from
operations may differ significantly from the pro forma amounts included herein.
These pro forma adjustments represent our determination of purchase accounting
adjustments and are based upon available information and certain assumptions
that we believe to be reasonable. As such, the amounts reflected in the pro
forma unaudited condensed consolidated financial statements are subject to
change, and final amounts may differ significantly.
P-2
83
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JANUARY 31, 1999
PRO FORMA
DYCOM ECC APEX LOCATING ADJUSTMENTS PRO FORMA
------------ ----------- ----------- ---------- ----------- ------------
Revenues:
Contract revenues
earned.................. $205,340,440 $13,215,565 $13,358,208 $6,839,613 $ $238,753,826
Other, net................ 1,416,362 104,126 223,943 71,601 1,816,032
------------ ----------- ----------- ---------- ----------- ------------
Total............ 206,756,802 13,319,691 13,582,151 6,911,214 240,569,858
------------ ----------- ----------- ---------- ----------- ------------
Expenses:
Costs of earned revenue
excluding
depreciation............ 154,648,923 9,881,697 8,687,630 5,912,326 179,130,576
General and
administrative.......... 20,214,381 1,729,394 2,327,713 564,893 1,006,377(9) 25,842,758
Depreciation and
amortization............ 8,116,827 520,207 133,224 142,066 1,170,358(4) 10,082,682
------------ ----------- ----------- ---------- ----------- ------------
Total............ 182,980,131 12,131,298 11,148,567 6,619,285 2,176,735 215,056,016
------------ ----------- ----------- ---------- ----------- ------------
Income before income
taxes................... 23,776,671 1,188,393 2,433,584 291,929 (2,176,735) 25,513,842
Provision for income
taxes................... 9,632,378 1,733,676(3) --
(673,498)(10) 10,692,556
------------ ----------- ----------- ---------- ----------- ------------
Net income.............. $ 14,144,293 $ 1,188,393 $ 2,433,584 $ 291,929 $(3,236,913) $ 14,821,286
============ =========== =========== ========== =========== ============
Earnings per common share:
Basic................... $ 0.64 $ 0.65
============ ============
Diluted................. $ 0.63 $ 0.64
============ ============
Shares used in computing
earnings per common
share:
Basic................... 22,144,794 774,194(8) 22,918,988
============ =========== ============
Diluted................. 22,525,818 774,194(8) 23,300,012
============ =========== ============
P-3
84
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED JULY 31, 1998
PRO FORMA
DYCOM ECC APEX LOCATING ADJUSTMENTS PRO FORMA
------------ ----------- ----------- ----------- ----------- ------------
Revenues:
Contract revenues earned............. $368,713,563 $31,015,498 $21,347,759 $15,334,387 $ $436,411,207
Other, net........................... 2,649,229 716,519 98,160 65,608 3,529,516
------------ ----------- ----------- ----------- ----------- ------------
Total........................ 371,362,792 31,732,017 21,445,919 15,399,995 439,940,723
------------ ----------- ----------- ----------- ----------- ------------
Expenses:
Costs of earned revenue excluding
depreciation....................... 285,038,220 23,825,295 14,532,370 11,415,364 334,811,249
General and administrative........... 36,746,614 2,956,042 3,072,553 3,217,210 1,880,044(9) 47,872,463
Depreciation and amortization........ 13,496,694 781,985 184,228 267,799 2,688,734(4) 17,419,440
------------ ----------- ----------- ----------- ----------- ------------
Total........................ 335,281,528 27,563,322 17,789,151 14,900,373 4,568,778 400,103,152
------------ ----------- ----------- ----------- ----------- ------------
Income before income taxes........... 36,081,264 4,168,695 3,656,768 499,622 (4,568,778) 39,837,571
Provision for income taxes........... 13,045,644 3,264,499(3) --
(1,431,100)(10) 14,879,043
------------ ----------- ----------- ----------- ----------- ------------
Net income......................... $ 23,035,620 $ 4,168,695 $ 3,656,768 $ 499,622 $(6,402,177) $ 24,958,528
============ =========== =========== =========== =========== ============
Earnings per common share:
Basic.............................. $ 1.09 $ 1.14
============ ============
Diluted............................ $ 1.07 $ 1.12
============ ============
Shares used in computing earnings per
common share:
Basic.............................. 21,172,025 774,194(8) 21,946,219
============ =========== ============
Diluted............................ 21,482,634 774,194(8) 22,256,828
============ =========== ============
P-4
85
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
JANUARY 31, 1999
PRO FORMA
DYCOM ECC APEX LOCATING ADJUSTMENTS PRO FORMA
------------ ----------- ---------- ---------- ------------ ------------
ASSETS
Current Assets:
Cash and equivalents............. $ 33,985,787 $ 523,178 $ 225,063 $1,075,586 $ $ 35,809,641
Accounts receivable, net......... 50,242,669 5,614,249 3,114,968 1,742,545 (14,377)(5)
326(7) 60,700,380
Cost and estimated earnings in
excess of billings............. 19,377,664 1,428,127 124,200(4) 20,805,791
Deferred income taxes, net....... 2,668,146 24,828(5) 2,792,346
Other current assets............. 7,253,689 320,505 253,306 158,836 (85,985)(7) 7,925,179
------------ ----------- ---------- ---------- ------------ ------------
Total current assets..... 113,527,955 7,886,059 3,593,337 2,976,967 48,992 128,033,310
------------ ----------- ---------- ---------- ------------ ------------
Property and equipment, net...... 58,126,177 4,138,923 1,119,035 484,760 1,239,433(4)
(1,378,999)(6) 63,729,329
Other assets:
Intangible assets, net........... 4,507,489 54,492,776(4)
(51,382)(5) 58,948,883
Deferred tax assets, net......... 53,066 20,553(4) 73,619
Other............................ 4,524,833 143,865 499,413 (24,828)(5) 5,143,283
------------ ----------- ---------- ---------- ------------ ------------
Total other assets....... 9,085,388 143,865 499,413 54,437,119 64,165,785
------------ ----------- ---------- ---------- ------------ ------------
TOTAL.................... $180,739,520 $12,168,847 $4,712,372 $3,961,140 $ 54,346,545 $255,928,424
============ =========== ========== ========== ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable................. $ 13,523,311 $ 1,142,888 $ 420,785 $ 151,852 $ $ 15,238,836
Notes payable.................... 4,743,624 297,800 7,937,500(4) 12,978,924
Billings in excess of costs and
estimated earnings............. 495,105 495,105
Accrued self-insured claims...... 2,729,208 2,729,208
Income taxes payable............. 618,362 618,362
Other accrued liabilities........ 13,764,652 652,819 863,017 1,390,993 681,457(2)
143,928(4)
906,269(5)
127,034(5)
3,702,584(6)
(85,659)(7) 22,147,094
------------ ----------- ---------- ---------- ------------ ------------
Total current
liabilities............ 35,379,157 2,588,612 1,283,802 1,542,845 13,413,113 54,207,529
Notes payable.................... 11,181,614 70,968 431,643 31,750,000(4) 35,496,725
Accrued self-insured claims...... 8,403,196 (7,937,500)(4) 8,403,196
Other liabilities................ 11,043,894 (127,034)(5) 10,916,860
Deferred tax liability, net...... 14,372(4) 14,372
------------ ----------- ---------- ---------- ------------ ------------
Total liabilities........ 66,007,861 2,659,580 1,715,445 1,542,845 37,112,951 109,038,682
------------ ----------- ---------- ---------- ------------ ------------
Stockholders' equity:
Preferred stock..................
Common stock..................... 7,413,466 48,532 375 100 209,058(4) 7,671,531
Additional paid-in capital....... 62,198,781 2,217,000 14,700 3,000 29,665,318(4) 94,098,799
Retained (deficit) earnings...... 45,119,412 7,243,735 2,981,852 2,415,195 (12,640,782)(4) 45,119,412
------------ ----------- ---------- ---------- ------------ ------------
Total stockholders'
equity................. 114,731,659 9,509,267 2,996,927 2,418,295 17,233,594 146,889,742
------------ ----------- ---------- ---------- ------------ ------------
TOTAL.................... $180,739,520 $12,168,847 $4,712,372 $3,961,140 $ 54,346,545 $255,928,424
============ =========== ========== ========== ============ ============
P-5
86
NOTES TO PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(1) ACCOUNTING PERIODS
Prior to the acquisitions, ECC and Apex had used a calendar year end and as
a result of the merger have adopted our fiscal year end of July 31. All periods
presented reflect the adoption of such fiscal year end as of the beginning of
the period. Our consolidated balance sheet as of January 31, 1999 has been
combined with ECC's and Apex's balance sheet as of the same date. Our
consolidated statements of operations for the six months ended January 31, 1999
and for the fiscal year ended July 31, 1998 have been combined with ECC's and
Apex's results of operations for the same periods.
(2) MERGER COSTS
Dycom, ECC and Apex estimate they will incur direct transaction costs of
approximately $475,000 associated with the acquisitions, consisting of fees for
filing with regulatory agencies, legal, accounting and other thanrelated costs.
These costs, together with approximately $206,000 of estimated transaction costs
related to the dateacquisition of Locating, have been accrued. These nonrecurring
costs are included in goodwill.
(3) PROVISION FOR INCOME TAXES
Prior to the acquisitions, Locating, ECC and Apex elected under Subchapter
S of the Internal Revenue Code to have the stockholders recognize their
proportionate share of Locating's, ECC's and Apex's taxable income on their
personal income tax returns in lieu of paying corporate income tax. The
unaudited pro forma financial information reflects a provision for current and
deferred income taxes for all periods presented as if the corporations were
included in our federal and state income tax returns. The balance sheet reflects
deferred taxes in accordance with the requirements of Financial Accounting
Standards Board of Financial Accounting Standards No. 109, "Accounting for
Income Taxes."
(4) PURCHASE ACCOUNTING ADJUSTMENTS
The estimated purchase price and preliminary adjustments to the historical
book values of ECC, Apex, and Locating are as follows:
ECC
Estimated value of common stock issued...................... $10,719,416
Cash portion of purchase price.............................. 21,750,000
Estimated fair value of net assets acquired................. (5,279,385)
-----------
Purchase price in excess of fair value of net assets
acquired -- goodwill...................................... $27,190,031
===========
Fair value of net assets acquired:
Increase in property, plant, and equipment to estimated
fair market value...................................... $ 218,662
Book value of net assets acquired......................... 5,060,723
-----------
Total............................................. $ 5,279,385
===========
P-6
87
NOTES TO PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
APEX
Estimated fair value of common stock issued.................................... $ 21,438,667
Estimated fair value of net assets acquired.................................... (3,021,339)
-------------
Purchase price in excess of fair value of net assets acquired -- goodwill...... $ 18,417,328
=============
Fair value of net assets acquired:
Increase in property, plant, and equipment to estimated fair market value.... $ 802,773
Increase in deferred tax asset............................................... 124,200
Increase in deferred tax liability........................................... (14,372)
Book value of net assets acquired............................................ 2,108,738
-------------
Total................................................................ $ 3,021,339
=============
LOCATING
Cash portion of purchase price................................................. $ 10,000,000
Estimated fair value of net assets acquired.................................... (1,114,583)
-------------
Purchase price in excess of fair value of net assets acquired -- goodwill...... $ 8,885,417
=============
Fair value of net assets acquired:
Increase in property, plant, and equipment to estimated fair market value.... $ 217,998
Increase in deferred tax asset............................................... 20,553
Increase in accrued taxes.................................................... (145,236)
Book value of net assets acquired............................................ 1,021,268
-------------
Total................................................................ $ 1,114,583
=============
The cash portion of the purchases was funded using borrowings of
$31,750,000 from our credit facility. These borrowings are expected to be repaid
out of the proceeds of this offering and have been reclassified to Current
Liabilities -- Notes Payable.
In accordance with the purchase method of accounting, the purchased equity
balances of the companies acquired have been eliminated.
Depreciation expense computed utilizing the straight line method has been
adjusted as if the acquired property, plant, and equipment were recorded at fair
market value on the frontfirst day of the document.period presented and the following
estimated useful lives were adopted: buildings -- 30 years; leasehold
improvements -- the term of the respective lease or the estimated useful life of
the improvements, whichever is shorter; vehicles -- 2 to 7 years; equipment and
machinery -- 1 to 10 years; and furniture and fixtures -- 1 to 10 years.
Goodwill recognized as a result of the transactions above is being
amortized over a period of twenty years. Pro forma amortization expense was
$1,362,319 and $2,724,639 for the six months ended January 31, 1999 and the year
ended July 31, 1998, respectively.
(5) MODIFIED CASH TO ACCRUAL BASIS
Prior to its acquisition, Locating maintained its financial statements on a
modified cash basis; therefore, the following pro forma adjustments are
necessary:
Increase in allowance for doubtful accounts................. $ 14,377
Increase in accumulated amortization........................ 51,382
Increase in accrued liabilities............................. 906,269
P-7
900,00088
NOTES TO PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Additionally, certain long-term assets and liabilities, expected to be
realized within the next twelve months, have been reclassified as current.
(6) STOCKHOLDER DISTRIBUTIONS
The consolidated balance sheet as of January 31, 1999 reflects a pro forma
adjustment of approximately $5,080,000 for stockholder distributions subsequent
to the balance sheet date. Approximately $3,700,000 of these distributions will
be made in April 1999 for payment of the 1998 tax liability associated with
ECC's and Apex's taxable income recognized on the stockholders' personal income
tax returns for periods prior to the acquisitions. Additionally, personal use
property was distributed to the shareholders of ECC in the amount of $1,378,999
prior to the acquisition of ECC.
(7) ELIMINATION OF INTERCOMPANY BALANCES
Prior to the acquisitions, three stockholders of ECC held 80% of the
outstanding shares of common stock of Apex. All intercompany balances and
transactions between ECC and Apex have been eliminated.
(8) PRO FORMA NET INCOME PER SHARE
The unaudited pro forma and combined net income per common share, basic and
diluted, are based upon the weighted average common shares and dilutive common
stock options outstanding for each period presented, adjusted for the 258,066
and 516,128 shares of Dycom common stock issued to the ECC and Apex
shareholders, respectively.
(9) INTEREST EXPENSE
Interest expense has been recognized as if the borrowings made to finance
the cash portion of the acquisitions of ECC and Locating were incurred on the
first day of the period presented. These borrowings bear interest at rates
ranging from LIBOR + 1.5% to LIBOR + 1.75% (6.50% to 6.81%, as of the dates of
acquisition).
(10) PRO FORMA TAX PROVISION
Reflects income tax effect of the pro-forma adjustments for interest
expense, depreciation expense and goodwill amortization for the six-month period
ended January 31, 1999 and for the fiscal year ended July 31, 1998.
P-8
89
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2,700,000 Shares
DYCOM INDUSTRIES, INC.
COMMON STOCK(DYCOM LOGO)
------------------------------
Prospectus
, 1999
------------------------------
NationsBanc Montgomery Securities LLC
Morgan Stanley Dean Witter
Morgan Keegan & Company, Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
90
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ItemITEM 14. Other Expenses of Issuance and Distribution
TheOTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Dycom will incur the following expenses other thanin connection with the Securities and Exchange
Commission registration fee are estimated. All of theofferings.
Dycom has agreed to pay certain offering expenses of the offering will be paid by the Company.
SEC Registration Fees.............................$ 9,578
Legal Fees and Expenses...........................$40,000
Accounting Fees and Expenses......................$ 3,000
Miscellaneous.....................................$ 2,422
-------
Total....................................$55,000
Itemselling stockholders in
an aggregate amount not to exceed $5,000.
Registration Fees........................................... $ 37,333
Transfer Agent Fees......................................... 2,500
Printing and Engraving Costs................................ 110,000
Legal Fees.................................................. 125,000
Accounting Fees............................................. 60,000
New York Stock Exchange Listing............................. 22,150
NASD Review................................................. 17,500
Blue Sky.................................................... 2,500
Miscellaneous............................................... 73,017
--------
Total............................................. $450,000
========
ITEM 15. Indemnification of Directors and OfficersINDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of the CompanyDycom provide that the CompanyDycom shall indemnify each director and
officer of the CompanyDycom to the fullest extent permitted by law and limits the liability
of directors to the CompanyDycom and its stockholders for monetary damages in certain
circumstances. The registrant has insured its directors and officers against
certain civil liabilities in connection with the registration, offering and sale
of the securities.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of the
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful, (b)
deriving an improper personal benefit from a transaction, (c) voting for or
assenting to an unlawful distribution, and (d) willful misconduct or a conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
ItemITEM 16. ExhibitsEXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1.1 -- Form of Underwriting Agreement*
4.1 -- Portions of Articles and By-Laws Defining Rights of
Shareholders**
4.2 -- Shareholder Protection Rights Agreement dated as of June 1,
1992 between Dycom Industries, Inc. and First Union National
Bank of North Carolina as Rights Agent***
5.1 -- Opinion of Akerman, Senterfitt & Eidson regarding the Common
Stock registered hereby*
23.1 -- Consent of Akerman, Senterfitt & Eidson (included in opinion
delivered under Exhibit No. 5.1)
23.3 -- Consent of Deloitte & Touche LLP
23.4 -- Consent of Nowalk & Associates
23.5 -- Consent of York, Neel & Co. -- Owensboro, LLP
24.1 -- Powers of Attorney (included on the signature page of this
Registration Statement)
- ---------------
* To be filed by amendment
** Previously filed as an Exhibit Number Description
------- -----------
4.1 Portions of articles and by-laws defining rights of shareholders*
5.1 Opinion of Akerman, Senterfitt & Eidson regarding the common stock
registered hereby
23.1 Consent of Akerman, Senterfitt & Eidson (included in opinion
delivered under Exhibit No. 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Nowalk & Associates
24.1 Powers of Attorney (included on the signature page of this
registration statement)
- -----------------
* Incorporated by reference to the Company'sDycom's Registration Statement on Form S-3
(File No. 333-36883). and incorporated herein by reference.
*** Previously filed as an Exhibit to Dycom's Form S-4, filed on June 24, 1992
and incorporated herein by reference.
II-1
Item91
ITEM 17. Undertakings
A.UNDERTAKINGS
The undersigned registrant hereby undertakes:undertakes that
1. To file, duringFor purposes of determining any period in which offers or sales are
being made, a post-effective amendment toliability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) To reflectstatement in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;reliance upon Rule 430A and (c) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs A.1(a) and A.1 (b) above do not
apply if the the information required to be includedcontained in
a post-effective amendment by those paragraphs is contained in periodic
reportsform of prospectus filed with or furnished to the Securities and Exchange
Commission (the "Commission") by the registrant pursuant to Section 13Rule 424(b)(1) or
Section 15(d)(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in the
registration statement.time it was declared effective.
2. That, forFor the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
described in Item 15 above,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any such action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling II-2
precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-34. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
5. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-2
92
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palm Beach Gardens, State of Florida on the 6th23rd day
of November, 1998.April, 1999.
DYCOM INDUSTRIES, INC.
By: /s/ THOMAS R. PLEDGER
-------------------------------------------------------------------------
Thomas R. Pledger
Chairman of the Board of Directors
and Chief Executive OfficerChairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas R. Pledger, Steven E. Nielsen and Douglas
J. Betlach, or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign and file (1)(i) any and all
amendments (including post-effective amendments) to this Registration Statement,
with all exhibits thereto, and other documents in connection therewith and (2)(ii)
a registration statement, and any and all amendments thereto, relating to the
offering covered hereby filed pursuant to Rule 462(b) under the Securities Act,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, agent, or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title DateNAME TITLE DATE
---- ----- ----
/S//s/ THOMAS R. PLEDGER Chairman Chiefof the Board of April 23, 1999
- -------------------------------------------------------- Directors and Executive Officer November 6, 1998
- --------------------------------------- and Director
Thomas R. Pledger /S/Chairman
/s/ STEVEN E. NIELSEN President, Chief OperatingExecutive April 23, 1999
- -------------------------------------------------------- Officer November 6, 1998
- --------------------------------------- and Director
Steven E. Nielsen
/s/ DOUGLAS J. BETLACH Vice President, Treasurer and November 6, 1998April 23, 1999
- ----------------------------------------------------------------------------------------------- Chief Financial Officer
Douglas J. Betlach
/s/ DARLINE M. RICHTER Vice President and Controller November 6, 1998
- ---------------------------------------
Darline M. Richter
/s/ LOUIS W. ADAMS, JR. Director November 6, 1998April 23, 1999
- -----------------------------------------------------------------------------------------------
Louis W. Adams, Jr.
/s/ THOMAS G. BAXTER Director April 23, 1999
- --------------------------------------------------------
Thomas G. Baxter
/s/ WALTER L. REVELL Director November 6, 1998April 23, 1999
- -----------------------------------------------------------------------------------------------
Walter L. Revell
II-3
93
NAME TITLE DATE
---- ----- ----
/s/ JOSEPH M. SCHELL Director April 23, 1999
- --------------------------------------------------------
Joseph M. Schell
/s/ RONALD P. YOUNKIN Director November 6, 1998April 23, 1999
- -----------------------------------------------------------------------------------------------
Ronald P. Younkin
II-5II-4
94
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1.1 -- Form of Underwriting Agreement*
4.1 -- Portions of Articles and By-Laws Defining Rights of
Shareholders**
4.2 -- Shareholder Protection Rights Agreement dated as of June 1,
1992 between Dycom Industries, Inc. and First Union National
Bank of North Carolina as Rights Agent***
5.1 -- Opinion of Akerman, Senterfitt & Eidson regarding the Common
Stock registered hereby*
23.1 -- Consent of Akerman, Senterfitt & Eidson (included in opinion
delivered under Exhibit No. 5.1)*
23.3 -- Consent of Deloitte & Touche LLP
23.4 -- Consent of Nowalk & Associates
23.5 -- Consent of York, Neel & Co. -- Owensboro, LLP
24.1 -- Powers of Attorney (included on the signature page of this
Registration Statement)
- ---------------
* To be filed by amendment.
** Previously filed as an Exhibit Number Description
------- -----------
4.1 Portions of articles and by-laws defining rights of shareholders*
5.1 Opinion of Akerman, Senterfitt & Eidson regarding the common stock
registered hereby
23.1 Consent of Akerman, Senterfitt & Eidson (included in opinion
delivered under Exhibit No. 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Nowalk & Associates
24.1 Powers of Attorney (included on the signature page of this
registration statement)
- -----------------
* Incorporated by reference to the Company'sDycom's Registration Statement on Form S-3
(File No. 333-36883).
II-6 and incorporated herein by reference.
*** Previously filed as an Exhibit to Dycom's Registration Statement Form S-4,
filed on June 24, 1992 and incorporated herein by reference.