-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MEM/8GWVYyTKHtLs7v+T869yVekk0sKG8crVMBPGO31jy4tqY2jmTBqHqAoFshgh Qsm59gu7xccDtYHVkTHDsQ== 0000947871-03-001341.txt : 20030603 0000947871-03-001341.hdr.sgml : 20030603 20030602183431 ACCESSION NUMBER: 0000947871-03-001341 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030602 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYCOM INDUSTRIES INC CENTRAL INDEX KEY: 0000067215 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 591277135 STATE OF INCORPORATION: FL FISCAL YEAR END: 0729 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10613 FILM NUMBER: 03728940 BUSINESS ADDRESS: STREET 1: 4440 PGA BLVD. STE 500 STREET 2: FIRST UNION CENTER CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 BUSINESS PHONE: 5616277171 MAIL ADDRESS: STREET 1: 4440 PGA BLVD STE 500 STREET 2: FIRST UNION CENTER CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 FORMER COMPANY: FORMER CONFORMED NAME: MOBILE HOME DYNAMICS INC DATE OF NAME CHANGE: 19820302 8-K 1 f8k_060203.txt CURRENT REPORT FOR DYCOM INDUSTRIES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 2, 2003 Dycom Industries, Inc. (Exact name of Registrant as specified in its charter) Florida 0-5423 59-1277135 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 4440 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 627-7171 Exhibit Index on Page 3 Item 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description ------ ----------- 99.1 Press release of Dycom Industries, Inc. dated June 2, 2003, reporting its financial results for the third quarter ended April 26, 2003. Item 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO ITEM 12. "DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION") In a press release dated June 2, 2003, which is attached as Exhibit 99.1 and incorporated herein by reference, the Company announced its financial results for the quarter ended April 26, 2003 and issued guidance with respect to expected financial results for the fourth quarter of fiscal 2003 and the first quarter of fiscal 2004. In accordance with the procedural guidance in Securities and Exchange Release No. 33-8216, the information in this Form 8-K and the exhibit attached hereto is being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition." The information in this Form 8-K and the exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be incorporated by reference into any filing of Dycom Industries, Inc. under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such filing. 2 EXHIBIT INDEX Exhibit No Description - ---------- ----------- 99.1 Press release of Dycom Industries, Inc. issued on June 2, 2003. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DYCOM INDUSTRIES, INC. Date: June 2, 2003 By: /s/ Steven Nielsen ----------------------- Name: Steven Nielsen Title: President and Chief Executive Officer 4 EX-99.1 3 ex99-1tof8k_060203.txt PRESS RELEASE [Dycom Industries, Inc. logo] [letterhead] N E W S R E L E A S E FOR IMMEDIATE RELEASE Contact: Steven E. Nielsen, President and CEO - --------------------- Richard L. Dunn, Senior Vice President and CFO (561) 627-7171 Palm Beach Gardens, Florida June 2, 2003 DYCOM ANNOUNCES FISCAL 2003 THIRD QUARTER RESULTS AND PROVIDES GUIDANCE FOR THE NEXT TWO FISCAL QUARTERS Palm Beach Gardens, Florida, June 2, 2003--Dycom Industries, Inc. (NYSE Symbol: "DY") announced its results today for the third quarter ended April 26, 2003. The Company reported net income for the quarter ended April 26, 2003 of $2.8 million, or $0.06 per common share diluted, on total contract revenues of $139.7 million versus contract revenues of $169.8 million for the quarter ended April 27, 2002. This represents a year over year decrease of 17.7% in total contract revenues. On a generally accepted accounting principles (GAAP) basis, Dycom's reported net income for the quarter ended April 27, 2002 was $7.7 million, or $0.17 per common share. Earnings per common share for the period ending April 27, 2002, excluding a nonrecurring gain of $0.02 per common share due to the settlement of a federal employment tax issue relating to prior years, was $0.15 per common share. For the nine months ended April 26, 2003 net income was $5.8 million, or $0.12 per common share. On a generally accepted accounting principles (GAAP) basis, Dycom's reported net loss for the nine months ended April 27, 2002 was $66.2 million, or $1.50 per common share. Net income for the nine-month period ending April 27, 2002, excluding a nonrecurring gain of $0.02 per common share due to the settlement of a federal employment tax issue relating to prior years and the $1.97 per common share charge for the cumulative effect of the adoption of SFAS No.142 relating to the accounting for goodwill and other intangible assets, was $19.8 million, or $0.45 per common share. In evaluating the operating performance of its business for the three and nine month periods ended April 27, 2002, Dycom's management excluded certain gains and charges that are required by GAAP. The Company believes that presentation of net income and earnings per share excluding these items is beneficial to investors due to their unusual nature. Please see attached table for reconciliation of these financial measures to GAAP. Dycom also announced its outlook for the remainder of fiscal 2003 and the first quarter of fiscal 2004. The Company currently expects revenue for the fourth quarter of fiscal 2003 to range from $150.0 million to $165.0 million and earnings per share to range from $0.15 to $0.20. For the first quarter of fiscal 2004, the Company currently expects revenue to range from $150.0 million to $165.0 million and earnings per share to range from $0.16 to $0.21. A Tele-Conference call to review the Company's results and address its outlook will be hosted at 9:00 a.m. (ET), Tuesday, June 3, 2003; Call 888-273-9890 (United States) or 612-332-0228 (International) and request "Dycom Earnings" conference call. A live webcast of the conference call will be available at http://www.dycomind.com. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast will also be available at http://www.dycomind.com until Thursday, July 3, 2003. Dycom is a leading provider of engineering, construction, and maintenance services to telecommunication providers throughout the United States. Additionally, the Company provides similar services related to the installation of integrated voice, data, and video local and wide area networks within office buildings and similar structures. Dycom also provides underground utility locating and mapping and electric utility construction services. This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. Such statements include, but are not limited to, the Company's expectations for revenues and earnings per share. These statements are based on management's current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. Such risks and uncertainties include: business and economic conditions in the telecommunications industry affecting our customers, continued deterioration in our customers' financial condition, the adequacy of our reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, the anticipated outcome of contingent events, including litigation, liquidity needs and the availability of financing, as well as other risks detailed in our filings with the Securities and Exchange Commission. The Company undertakes no obligation to update the information in this press release. ---Tables Follow--- NYSE: "DY" DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS April 26, 2003 and July 27, 2002 Unaudited April 26, July 27, ($ in 000's) 2003 2002 --------- -------- ASSETS Current Assets: Cash and equivalents $118,032 $116,052 Accounts receivable, net 105,289 86,443 Costs & estimated earnings in excess of billings 30,986 33,349 Deferred tax assets, net 7,908 8,681 Income tax receivable 7,297 460 Inventories 2,766 5,643 Other current assets 7,599 6,108 -------- -------- Total current assets 279,877 256,736 Property and Equipment, net 91,753 110,452 Intangible assets, net 107,413 107,743 Deferred tax asset, net 6,693 13,042 Other 30,568 26,580 -------- -------- Total $516,304 $514,553 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 25,706 $ 26,611 Notes payable 14 79 Billings in excess of costs & estimated earnings 1,108 354 Accrued self-insurance claims 9,561 8,463 Customer advances 85 5,013 Other accrued liabilities 28,803 30,031 -------- -------- Total current liabilities 65,277 70,551 Notes payable 23 30 Accrued self-insured claims 12,034 10,814 Other liabilities 1,617 1,861 Stockholders' Equity 437,353 431,297 -------- -------- Total $516,304 $514,553 ======== ======== NYSE: "DY" DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
($ in 000's except EPS) Three Months Ended Nine Months Ended ---------------------- ----------------------- April 26, April 27, April 26, April 27, 2003 2002 2003 2002 --------- --------- --------- ---------- Contract revenues earned $ 139,666 $ 169,752 $ 435,300 $ 475,849 Cost of earned revenues 109,266 127,018 344,204 363,963 General & administrative expenses 17,772 20,019 53,496 51,362 Depreciation & amortization 8,885 10,208 30,175 27,930 --------- --------- --------- --------- Total costs and expenses 135,923 157,245 427,875 443,255 --------- --------- --------- --------- Interest income, net 345 505 991 2,111 Other income, net 646 578 2,349 1,373 --------- --------- --------- --------- Income before income taxes 4,734 13,590 10,765 36,078 Provision for income taxes 1,950 5,878 4,977 15,332 --------- --------- --------- --------- Income before cumulative effect of change in accounting principle 2,784 7,712 5,788 20,746 Cumulative effect of change in accounting principle, net of tax (1) -- -- -- (86,929) --------- --------- --------- --------- Net income (loss) $ 2,784 $ 7,712 $ 5,788 $ (66,183) ========= ========= ========= ========= Earnings (loss) per common share: Basic earnings per share before cumulative effect of change in accounting principle $ 0.06 $ 0.17 $ 0.12 $ 0.47 Cumulative effect of change in accounting principle -- -- -- (1.97) --------- --------- --------- --------- Basic earnings (loss) per share $ 0.06 $ 0.17 $ 0.12 $ (1.50) ========= ========= ========= ========= Diluted earnings per share before cumulative effect of change in accounting principle $ 0.06 $ 0.17 $ 0.12 $ 0.47 Cumulative effect of change in accounting principle -- -- -- (1.97) --------- --------- --------- --------- Diluted earnings (loss) per share $ 0.06 $ 0.17 $ 0.12 $ (1.50) ========= ========= ========= ========= Shares used in computing earnings (loss) per common share: Basic 47,872 46,472 47,868 44,115 ========= ========= ========= ========= Diluted 47,873 46,601 47,871 44,237 ========= ========= ========= =========
(1) In the first quarter fiscal 2002, the Company adopted SFAS No. 142, "Goodwill and Intangible Assets." SFAS No. 142 eliminates the amortization of goodwill and instead requires that goodwill be tested for impairment. Because we adopted these statements effective with the beginning of fiscal 2002, we do not have goodwill amortization in either year. NYSE: "DY" DYCOM INDUSTRIES, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON GAAP INFORMATION Unaudited
($ in 000's except EPS) Three Months Ended Nine Months Ended ---------------------- ----------------------- April 26, April 27, April 26, April 27, 2003 2002 2003 2002 -------- -------- --------- --------- Item Gain on employment tax settlement $ - $ 1,585 $ - $ 1,585 Income tax on gain (686) (686) Charge for the cumulative effect of a change in accounting principle, net of $12,117 income tax benefit - - - (86,929) -------- -------- --------- --------- Total adjustments $ - $ 899 $ - $ (86,030) ======== ======== ========= ========= GAAP net income (loss) $ 2,784 $ 7,712 $ 5,788 $ (66,183) Adjusted for items above - (899) - 86,030 -------- -------- --------- --------- Non GAAP net income $ 2,784 $ 6,813 $ 5,788 $ 19,847 ======== ======== ========= ========= Earnings (loss) per common share: Basic earnings per share - GAAP $ 0.06 $ 0.17 $ 0.12 $ (1.50) Basic earnings per share - Adjustments - (0.02) - 1.95 -------- -------- --------- --------- Basic earnings per share - Non GAAP $ 0.06 $ 0.15 $ 0.12 $ 0.45 ======== ======== ========= ========= Diluted earnings per share - GAAP $ 0.06 $ 0.17 $ 0.12 $ (1.50) Diluted earnings per share - Adjustments - (0.02) - 1.95 -------- -------- --------- --------- Diluted earnings per share - Non GAAP $ 0.06 $ 0.15 $ 0.12 $ 0.45 ======== ======== ========= ========= Shares used in computing earnings (loss) per common share: Basic 47,872 46,472 47,868 44,115 ======== ======== ========= ========= Diluted 47,873 46,601 47,871 44,237 ======== ======== ========= =========
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