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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 |
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
Exhibit |
FOR IMMEDIATE RELEASE | Contact: | Steven E. Nielsen, President and CEO H. Andrew
DeFerrari, Senior Vice President and CFO (561) 627-7171 |
• | 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. |
• | 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 |
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% |
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. |
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. |
DYCOM
INDUSTRIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES | |||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Unaudited | |||||||||||||||||||||
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 | % |
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. |
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 | |||||
January 26, 2019 (a) | 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. |
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. |
• | 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. |
• | 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. |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/26/19 | ||||
12/20/18 | ||||
Filed on / For Period End: | 11/20/18 | 8-K | ||
10/27/18 | ||||
1/28/18 | ||||
1/27/18 | 10-KT, 5 | |||
10/28/17 | 10-Q | |||
List all Filings |