SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Dycom Industries Inc – ‘8-K’ for 11/20/18 – ‘EX-99.1’

On:  Tuesday, 11/20/18, at 6:03am ET   ·   For:  11/20/18   ·   Accession #:  67215-18-43   ·   File #:  1-10613

Previous ‘8-K’:  ‘8-K’ on 10/22/18 for 10/19/18   ·   Next:  ‘8-K’ on 11/20/18 for 11/19/18   ·   Latest:  ‘8-K’ on 3/26/24 for 3/25/24

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size

11/20/18  Dycom Industries Inc              8-K:2,7,9  11/20/18    3:6.1M

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     27K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    145K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML     47K 


EX-99.1   —   Miscellaneous Exhibit


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  
Exhibit 99.1


dycomletterhead1a14.jpg

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

November 20, 2018
 
DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2019 THIRD QUARTER RESULTS
AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER
  
Palm Beach Gardens, Florida, November 20, 2018 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the third quarter and nine months ended October 27, 2018. The Company reported:

Contract revenues of $848.2 million for the quarter ended October 27, 2018, compared to $756.2 million for the quarter ended October 28, 2017. Contract revenues for the quarter ended October 27, 2018 increased 12.9% on an organic basis after excluding contract revenues of $8.8 million from an acquired business that was not owned during the comparable prior period and contract revenues from storm restoration services. Contract revenues from storm restoration services were $3.9 million for the quarter ended October 27, 2018 compared to $15.9 million for the quarter ended October 28, 2017.

Non-GAAP Adjusted EBITDA of $98.6 million, or 11.6% of contract revenues, for the quarter ended October 27, 2018, compared to Non-GAAP Adjusted EBITDA of $97.6 million, or 12.9% of contract revenues, for the quarter ended October 28, 2017.

On a GAAP basis, net income was $27.8 million, or $0.87 per common share diluted, for the quarter ended October 27, 2018, compared to net income of $28.8 million, or $0.90 per common share diluted, for the quarter ended October 28, 2017. Non-GAAP Adjusted Net Income was $31.3 million, or $0.98 per common share diluted, for the quarter ended October 27, 2018, compared to Non-GAAP Adjusted Net Income of $31.6 million, or $0.99 per common share diluted, for the quarter ended October 28, 2017.

Non-GAAP Adjusted Net Income for the quarters ended October 27, 2018 and October 28, 2017 excludes $4.8 million and $4.5 million, respectively, of pre-tax interest expense for the non-cash amortization of the debt discount associated with the Company’s 0.75% convertible senior notes due September 2021 (the “Notes”).

The Company also reported:

Contract revenues of $2.379 billion for the nine months ended October 27, 2018, compared to $2.323 billion for the nine months ended October 28, 2017. Contract revenues for the nine months ended October 27, 2018 increased 0.8% on an organic basis after excluding contract revenues from acquired businesses that were not owned for the entire period in both the current and comparable prior periods and contract revenues from storm restoration services. Total contract revenues from acquired businesses were $54.3 million for the nine months ended October 27, 2018 compared to $23.9 million for the nine months ended October 28, 2017. Contract revenues from storm restoration services were $22.5 million for the nine months ended October 27, 2018 compared to $15.5 million for the nine months ended October 28, 2017, excluding amounts from acquired businesses.

Non-GAAP Adjusted EBITDA of $270.1 million, or 11.4% of contract revenues, for the nine months ended October 27, 2018, compared to Non-GAAP Adjusted EBITDA of $323.9 million, or 13.9% of contract revenues, for the nine months ended October 28, 2017.

On a GAAP basis, net income was $75.0 million, or $2.34 per common share diluted, for the nine months ended October 27, 2018, compared to net income of $111.3 million, or $3.50 per common share diluted, for the nine months ended October 28, 2017. Non-GAAP Adjusted Net Income was $85.3 million, or $2.68 per Non-GAAP Adjusted

1

dycomheaderlogoa18.jpg

Diluted Share, for the nine months ended October 27, 2018, compared to Non-GAAP Adjusted Net Income of $119.7 million, or $3.76 per common share diluted, for the nine months ended October 28, 2017.

Non-GAAP Adjusted Net Income for the nine months ended October 27, 2018 and October 28, 2017 excludes $14.2 million and $13.5 million, respectively, of pre-tax interest expense for the non-cash amortization of the debt discount associated with the Notes. Shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share for the nine months ended October 27, 2018 exclude the GAAP dilutive effect of approximately 0.2 million weighted shares from the Notes, as the Company has a note hedge in effect to offset the economic dilution of additional shares up to an average quarterly share price of $130.43 per share.

Outlook

For the quarter ending January 26, 2019 and fiscal 2019, the Company currently expects the following:
 
Quarter Ending
January 26, 2019
 
Fiscal 2019
Contract revenues
$695 - $745 million
 
$3.074 - $3.124 billion
GAAP Diluted Earnings (Loss) per Common Share
$(0.09) - $0.13
 
$2.25 - $2.47
Non-GAAP Adjusted Diluted Earnings per Common Share
$0.02 - $0.24
 
$2.70 - $2.92
Non-GAAP Adjusted EBITDA % of contract revenues
8.4% - 9.2%
 
10.7% - 10.8%

Use of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, the Company may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. See Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures directly following the press release tables.

Conference Call Information and Other Selected Data

A conference call to review the Company’s results will be hosted at 9:00 a.m. (ET), Tuesday, November 20, 2018; call (800) 230-1074 (United States) or (612) 234-9960 (International) ten minutes before the conference call begins and ask for the “Dycom Results” conference call. A live webcast of the conference call and related materials will be available on the Company’s Investor Center website at https://ir.dycomind.com. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and the related materials will be available at https://ir.dycomind.com until Thursday, December 20, 2018.

About Dycom Industries, Inc.

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

Forward Looking Information

This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. These statements include statements related to the outlook for the quarter ending January 26, 2019 and fiscal 2019 found under the “Outlook” and “Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures” sections of this release. Forward looking statements are based on management’s current expectations, estimates and projections. These statements are subject to risks and uncertainties that may cause actual results for completed periods and periods in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. The most significant of these risks and uncertainties are described in the Company’s Transition Report on Form 10-K, Form 10-Qs and Form 8-K reports (including all amendments to those reports) and include business and economic conditions and trends in the telecommunications industry affecting the Company’s customers, customer capital budgets and spending priorities, the adequacy of the Company’s insurance and other reserves and allowances for doubtful accounts, whether the carrying value of the Company’s assets may be impaired, preliminary purchase price allocations of acquired businesses, expected benefits and synergies of acquisitions, the future impact of any acquisitions or dispositions, adjustments and cancellations related to the Company’s backlog, weather conditions, the anticipated outcome of other contingent events, including litigation, liquidity and

2

dycomheaderlogoa18.jpg

other financial needs, the availability of financing, and the other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.

---Tables Follow---

3

dycomheaderlogoa18.jpg

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited
 
 
 
 
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and equivalents
$
21,513

 
$
84,029

Accounts receivable, net (a)
849,769

 
318,684

Contract assets (a)
147,320

 
369,472

Inventories
90,819

 
79,039

Income tax receivable
5,496

 
13,852

Other current assets
34,010

 
39,710

Total current assets
1,148,927

 
904,786

 
 
 
 
Property and equipment, net
428,305

 
414,768

Goodwill and other intangible assets, net
492,299

 
493,212

Other
63,681

 
28,190

Total non-current assets
984,285

 
936,170

Total assets
$
2,133,212

 
$
1,840,956

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
134,702

 
$
92,361

Current portion of debt

 
26,469

Contract liabilities
7,631

 
6,480

Accrued insurance claims
41,579

 
53,890

Income taxes payable
668

 
755

Other accrued liabilities
119,464

 
79,657

Total current liabilities
304,044

 
259,612

 
 
 
 
Long-term debt
867,835

 
733,843

Accrued insurance claims
65,981

 
59,385

Deferred tax liabilities, net non-current
72,580

 
57,428

Other liabilities
5,914

 
5,692

Total liabilities
1,316,354

 
1,115,960

 
 
 
 
Total stockholders’ equity
816,858

 
724,996

Total liabilities and stockholders’ equity
$
2,133,212

 
$
1,840,956

 
 
 
 
(a) The Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) effective January 28, 2018, the first day of fiscal 2019. The adoption of ASU 2014-09 resulted in balance sheet classification changes for amounts that have not been invoiced to customers but for which the Company has satisfied the performance obligation and has an unconditional right to receive payment. Prior to adoption, amounts not invoiced to customers were included in the Company’s contract asset, historically referred to as Costs and Estimated Earnings in Excess of Billings, regardless of rights to payment. Under ASU 2014-09, these amounts of unbilled receivables are included in accounts receivable, net. As of January 28, 2018, the date of adoption, the Company reclassified $311.7 million of unbilled receivables from contract assets to accounts receivable, net. Upon reclassification, accounts receivable, net and contract assets were $630.4 million and $57.8 million, respectively, as of January 28, 2018.

4

dycomheaderlogoa18.jpg

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share amounts)
Unaudited
 
 
 
 
 
 
 
 
 
Quarter
 
Quarter
 
Nine Months
 
Nine Months
 
Ended
 
Ended
 
Ended
 
Ended
 
 
 
 
Contract revenues
$
848,237

 
$
756,215

 
$
2,379,081

 
$
2,322,741

 
 
 
 
 
 
 
 
Costs of earned revenues, excluding depreciation and amortization
687,164

 
600,847

 
1,929,113

 
1,829,220

General and administrative expenses (a)
68,763

 
64,562

 
195,601

 
185,398

Depreciation and amortization
45,533

 
42,651

 
133,694

 
120,306

Total
801,460

 
708,060

 
2,258,408

 
2,134,924

 
 
 
 
 
 
 
 
Interest expense, net (b)
(11,310
)
 
(9,707
)
 
(31,922
)
 
(28,824
)
Other income, net
2,817

 
5,931

 
14,686

 
16,767

Income before income taxes
38,284

 
44,379

 
103,437

 
175,760

 
 
 
 
 
 
 
 
Provision for income taxes
10,454

 
15,603

 
28,476

 
64,480

 
 
 
 
 
 
 
 
Net income
$
27,830

 
$
28,776

 
$
74,961

 
$
111,280

 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per common share
$
0.89

 
$
0.93

 
$
2.40

 
$
3.57

 
 
 
 
 
 
 
 
Diluted earnings per common share
$
0.87

 
$
0.90

 
$
2.34

 
$
3.50

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares used in computing earnings per common share:
 
 
 
 
Basic
31,246,591

 
31,061,448

 
31,214,172

 
31,167,753

 
 
 
 
 
 
 
 
Diluted (c)
31,834,542

 
31,891,574

 
32,065,229

 
31,822,106

 
 
 
 
 
 
 
 
(a) Includes stock-based compensation expense of $7.4 million for each of the quarters ended October 27, 2018 and October 28, 2017 and $18.3 million and $17.2 million for the nine months ended October 27, 2018 and October 28, 2017, respectively.
(b) Includes pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes of approximately $4.8 million and $4.5 million for the quarters ended October 27, 2018 and October 28, 2017, respectively, and approximately $14.2 million and $13.5 million for the nine months ended October 27, 2018 and October 28, 2017, respectively.
(c) During the first and second quarters of fiscal 2019, the Company’s average stock price exceeded the $96.89 conversion price of its Notes. As a result, diluted shares used in computing diluted earnings per common share for the nine months ended October 27, 2018 include approximately 0.2 million weighted shares of potential dilution from the embedded conversion feature in the Notes.

5

dycomheaderlogoa18.jpg

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
TO COMPARABLE GAAP FINANCIAL MEASURES
(Dollars in thousands)
Unaudited
 
CONTRACT REVENUES, NON-GAAP ORGANIC CONTRACT REVENUES, AND GROWTH %’s
 
 
 
 
 
 
 
 
 
 
 
 
 
Contract Revenues - GAAP
 
Revenues from acquired businesses (a)
 
Revenues from storm restoration services
 
Non-GAAP
- Organic Contract Revenues
 
GAAP
- Growth %
 
Non-GAAP - Organic Growth %
Quarter Ended October 27, 2018
$
848,237

 
$
(8,754
)
 
$
(3,870
)
 
$
835,613

 
12.2
%
 
12.9
%
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended October 28, 2017
$
756,215

 
$

 
$
(15,939
)
 
$
740,276

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended October 27, 2018
$
2,379,081

 
$
(54,253
)
 
$
(22,478
)
 
$
2,302,350

 
2.4
%
 
0.8
%
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended October 28, 2017
$
2,322,741

 
$
(23,886
)
 
$
(15,484
)
 
$
2,283,371

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a) Amounts for the quarters and nine months ended October 27, 2018 and October 28, 2017 represent contract revenues from acquired businesses that were not owned for the full period in both the current and comparable prior periods, including any contract revenues from storm restoration services for these acquired businesses.

NON-GAAP ADJUSTED EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter
 
Quarter
 
Nine Months
 
Nine Months
 
Ended
 
Ended
 
Ended
 
Ended
 
 
 
 
Reconciliation of net income to Non-GAAP Adjusted EBITDA:
 
 
 
 
 
 
 
Net income
$
27,830

 
$
28,776

 
$
74,961

 
$
111,280

Interest expense, net
11,310

 
9,707

 
31,922

 
28,824

Provision for income taxes
10,454

 
15,603

 
28,476

 
64,480

Depreciation and amortization
45,533

 
42,651

 
133,694

 
120,306

Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)
95,127

 
96,737

 
269,053

 
324,890

Gain on sale of fixed assets
(3,874
)
 
(6,495
)
 
(17,198
)
 
(18,189
)
Stock-based compensation expense
7,366

 
7,380

 
18,277

 
17,169

Non-GAAP Adjusted EBITDA
$
98,619

 
$
97,622

 
$
270,132

 
$
323,870

 
 
 
 
 
 
 
 
Contract revenues
$
848,237

 
$
756,215

 
$
2,379,081

 
$
2,322,741

Non-GAAP Adjusted EBITDA % of contract revenues
11.6
%
 
12.9
%
 
11.4
%
 
13.9
%


6

dycomheaderlogoa18.jpg


DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
(Dollars in thousands, except share amounts)
Unaudited
 
 
 
 
 
 
 
 
NET INCOME, NON-GAAP ADJUSTED NET INCOME, DILUTED EARNINGS PER COMMON SHARE, NON-GAAP ADJUSTED DILUTED EARNINGS PER COMMON SHARE, AND NON-GAAP ADJUSTED DILUTED SHARES
 
 
 
 
 
 
 
 
 
Quarter
 
Quarter
 
Nine Months
 
Nine Months
 
Ended
 
Ended
 
Ended
 
Ended
 
 
 
 
Reconciliation of Non-GAAP Adjusted Net Income:
 
 
 
 
 
 
 
Net income
$
27,830

 
$
28,776

 
$
74,961

 
$
111,280

 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
Pre-tax non-cash amortization of debt discount on Notes
4,800

 
4,547

 
14,223

 
13,471

Tax impact of non-cash amortization of debt discount on Notes
(1,321
)
 
(1,728
)
 
(3,911
)
 
(5,047
)
Total adjustments, net of tax
3,479

 
2,819

 
10,312

 
8,424

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Net Income
$
31,309

 
$
31,595

 
$
85,273

 
$
119,704

 
 
 
 
 
 
 
 
Reconciliation of Non-GAAP Adjusted Diluted Earnings per Common Share:
 
 
 
 
 
 
 
Diluted earnings per common share - GAAP
$
0.87

 
$
0.90

 
$
2.34

 
$
3.50

Total adjustments, net of tax and dilutive share effect of Notes (a)
0.11

 
0.09

 
0.34

 
0.26

Non-GAAP Adjusted Diluted Earnings per Common Share
$
0.98

 
$
0.99

 
$
2.68

 
$
3.76

 
 
 
 
 
 
 
 
Shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share:
 
 
 
 
 
 
 
Diluted shares - GAAP
31,834,542

 
31,891,574

 
32,065,229

 
31,822,106

Adjustment for economic benefit of note hedge related to Notes (a)

 

 
(245,065
)
 

Non-GAAP Adjusted Diluted Shares (a)
31,834,542

 
31,891,574

 
31,820,164

 
31,822,106

 
 
 
 
 
 
 
 
(a) The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly share price of $130.43 per share. Non-GAAP Adjusted Diluted Shares exclude the GAAP dilutive share effect of the Notes.
 
Amounts in table above may not add due to rounding.


7

dycomheaderlogoa18.jpg

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
Unaudited
 
OUTLOOK - DILUTED EARNINGS PER COMMON SHARE AND NON-GAAP ADJUSTED DILUTED EARNINGS PER COMMON SHARE
 
 
 
 
 
Quarter Ending
 
 
 
 
Fiscal 2019 (a)
 
 
 
 
GAAP Diluted Earnings (Loss) per common share (b)
$(0.09) - $0.13

 
$2.25 - $2.47

 
 
 
 
Adjustment
 
 
 
Addback of after-tax non-cash amortization of debt discount and dilutive share effect of Notes (c)(d)
0.11

 
0.45

 
 
 
 
Non-GAAP Adjusted Diluted Earnings per Common Share
  $0.02 - $0.24

 
  $2.70 - $2.92

 
 
 
 
Diluted shares (in millions) (b)(d)
31.8

 
32.0

Adjustment for economic benefit of note hedge related to Notes (in millions) (d)

 
(0.2
)
Non-GAAP Adjusted Diluted Shares (in millions) (d)
31.8

 
31.8

 
 
 
 
(a) The tax effects of future vestings and exercises of share-based awards are excluded from both GAAP Diluted Earnings (Loss) per common share and Non-GAAP Adjusted Diluted Earnings per Common Share in the outlook table above.
(b) GAAP Loss per common share at the low end of the outlook range for the quarter ending January 26, 2019 is calculated using 31.3 million shares, which excludes common stock equivalents related to share-based awards as their effect would be anti-dilutive.
(c) The Company expects to recognize approximately $4.9 million and $19.1 million in pre-tax interest expense during the quarter ending January 26, 2019 and fiscal 2019, respectively, for the non-cash amortization of the debt discount associated with the Notes. The addback for fiscal 2019 also includes approximately $0.01 per share for the Non-GAAP impact of the dilutive share effect of the Notes.
(d) Actual GAAP diluted shares will include any dilutive effect of the Notes based on the average share price during the respective period. The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly price of $130.43 per share. Accordingly, for Non-GAAP Adjusted Diluted Earnings per Common Share calculations, the Company expects to present results per share that exclude the dilutive effect of the Notes, if any, based on the expected effect of the note hedge.
 
Amounts in table above may not add due to rounding.
 

8

dycomheaderlogoa18.jpg

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
(Dollars in millions)
Unaudited
 
RECONCILIATION OF NET INCOME TO NON-GAAP ADJUSTED EBITDA BASED ON THE MIDPOINT OF EARNINGS PER COMMON SHARE (“EPS”) GUIDANCE
 
 
Quarter Ending
 
 
 
 
Fiscal 2019
 
 
 
 
 
(at midpoint of EPS guidance)
Net income
$
1

 
$
76

Interest expense, net
13

 
44

Provision for income taxes
0.2

 
29

Depreciation and amortization
46

 
180

Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)
59

 
328

Gain on sale of fixed assets
(1
)
 
(18
)
Stock-based compensation expense
5

 
24

Non-GAAP Adjusted EBITDA
$
63

 
$
334

 
 
 
 
Contract revenues (at midpoint of guidance)
$
720

 
$
3,099

Non-GAAP Adjusted EBITDA % of contract revenues (at midpoint of guidance)
8.8
%
 
10.8
%
 

 

Amounts in table above may not add due to rounding.
 
 
 

9

dycomheaderlogoa18.jpg

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)

Explanation of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In the Company’s quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, it may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. The Company believes that the presentation of certain Non-GAAP financial measures in these materials provides information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods. The Company cautions that Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Management defines the Non-GAAP financial measures used in this release as follows:

Non-GAAP Organic Contract Revenues - contract revenues from businesses that are included for the entire period in both the current and comparable prior periods, excluding contract revenues from storm restoration services. Non-GAAP Organic Contract Revenue growth is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year periods. Management believes organic growth is a helpful measure for comparing the Company’s revenue performance with prior periods.
 
Non-GAAP Adjusted EBITDA - net income before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and certain non-recurring items. Management believes Non-GAAP Adjusted EBITDA is a helpful measure for comparing the Company’s operating performance with prior periods as well as with the performance of other companies with different capital structures or tax rates.
 
Non-GAAP Adjusted Net Income - GAAP net income before the non-cash amortization of the debt discount and the related tax impact, certain tax impacts resulting from vesting and exercise of share-based awards, and certain non-recurring items.
 
Non-GAAP Adjusted Diluted Earnings per Common Share and Non-GAAP Adjusted Diluted Shares - Non-GAAP Adjusted Net Income divided by Non-GAAP Adjusted Diluted Shares outstanding. The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly share price of $130.43. The measure of Non-GAAP Adjusted Diluted shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share excludes dilution from the Notes. Management believes that the calculation of Non-GAAP Adjusted Diluted shares to reflect the note hedge will be useful to investors because it provides insight into the offsetting economic effect of the hedge against potential conversion of the Notes.

Management excludes or adjusts each of the items identified below from Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted Earnings per Common Share:
 
Non-cash amortization of the debt discount - The Company’s Notes were allocated between debt and equity components. The difference between the principal amount and the carrying amount of the liability component of the Notes represents a debt discount. The debt discount is being amortized over the term of the Notes but does not result in periodic cash interest payments. The Company has excluded the non-cash amortization of the debt discount from its Non-GAAP financial measures because it believes it is useful to analyze the component of interest expense for the Notes that will be paid in cash. The exclusion of the non-cash amortization from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing financial results.

Tax impact of excess tax benefits or deficiencies - The Company excludes certain tax impacts resulting from vesting and exercise of share-based awards as these amounts may vary significantly from period to period. Excluding these amounts from the Company’s Non-GAAP financial measures provides management with a more consistent measure for assessing financial results.

Tax impact of adjusted results - The tax impact of adjusted results reflects the Company’s effective tax rate used for financial planning for the applicable period.

10

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
1/26/19
12/20/18
Filed on / For Period End:11/20/188-K
10/27/18
1/28/18
1/27/1810-KT,  5
10/28/1710-Q
 List all Filings 
Top
Filing Submission 0000067215-18-000043   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Mon., Apr. 29, 4:44:02.1am ET