x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 28, 2017
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
|
Florida
|
|
59-1277135
|
(
State or other jurisdiction of incorporation or organization
)
|
|
(
I.R.S. Employer Identification No.
)
|
|
|
|
11780 US Highway 1, Suite 600, Palm Beach Gardens, FL
|
|
33408
|
(
Address of principal executive offices
)
|
|
(
Zip Code
)
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Dycom Industries, Inc.
Table of Contents
|
||
|
|
|
PART I - FINANCIAL INFORMATION
|
||
|
|
|
|
|
|
PART II - OTHER INFORMATION
|
||
|
|
|
|
|
|
SIGNATURES
|
|
|
January 28, 2017
|
|
July 30, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
29,491
|
|
|
$
|
33,787
|
|
Accounts receivable, net
|
308,867
|
|
|
328,030
|
|
||
Costs and estimated earnings in excess of billings
|
397,048
|
|
|
376,972
|
|
||
Inventories
|
84,535
|
|
|
73,606
|
|
||
Deferred tax assets, net
|
20,886
|
|
|
22,733
|
|
||
Income tax receivable
|
26,639
|
|
|
—
|
|
||
Other current assets
|
20,863
|
|
|
16,106
|
|
||
Total current assets
|
888,329
|
|
|
851,234
|
|
||
|
|
|
|
||||
Property and equipment, net
|
344,120
|
|
|
326,670
|
|
||
Goodwill
|
312,658
|
|
|
310,157
|
|
||
Intangible assets, net
|
185,568
|
|
|
197,879
|
|
||
Other
|
35,768
|
|
|
33,776
|
|
||
Total non-current assets
|
878,114
|
|
|
868,482
|
|
||
Total assets
|
$
|
1,766,443
|
|
|
$
|
1,719,716
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
99,318
|
|
|
$
|
115,492
|
|
Current portion of debt
|
18,813
|
|
|
13,125
|
|
||
Billings in excess of costs and estimated earnings
|
18,004
|
|
|
19,557
|
|
||
Accrued insurance claims
|
39,428
|
|
|
36,844
|
|
||
Income taxes payable
|
452
|
|
|
15,307
|
|
||
Other accrued liabilities
|
87,137
|
|
|
122,302
|
|
||
Total current liabilities
|
263,152
|
|
|
322,627
|
|
||
|
|
|
|
||||
Long-term debt
|
740,575
|
|
|
706,202
|
|
||
Accrued insurance claims
|
59,693
|
|
|
52,835
|
|
||
Deferred tax liabilities, net non-current
|
83,352
|
|
|
76,587
|
|
||
Other liabilities
|
4,599
|
|
|
4,178
|
|
||
Total liabilities
|
1,151,371
|
|
|
1,162,429
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENCIES, Note 16
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, par value $1.00 per share: 1,000,000 shares authorized: no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.33 1/3 per share: 150,000,000 shares authorized: 31,420,593 and 31,420,310 issued and outstanding, respectively
|
10,474
|
|
|
10,473
|
|
||
Additional paid-in capital
|
5,332
|
|
|
10,208
|
|
||
Accumulated other comprehensive loss
|
(1,254
|
)
|
|
(1,274
|
)
|
||
Retained earnings
|
600,520
|
|
|
537,880
|
|
||
Total stockholders’ equity
|
615,072
|
|
|
557,287
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,766,443
|
|
|
$
|
1,719,716
|
|
|
|
|
|
||||
See notes to the condensed consolidated financial statements.
|
|
For the Three Months Ended
|
||||||
|
January 28, 2017
|
|
January 23, 2016
|
||||
REVENUES:
|
|
|
|
||||
Contract revenues
|
$
|
701,131
|
|
|
$
|
559,470
|
|
|
|
|
|
||||
EXPENSES:
|
|
|
|
||||
Costs of earned revenues, excluding depreciation and amortization
|
561,371
|
|
|
450,284
|
|
||
General and administrative (including stock-based compensation expense of $5.3 million and $4.2 million, respectively)
|
58,191
|
|
|
47,020
|
|
||
Depreciation and amortization
|
35,705
|
|
|
29,898
|
|
||
Total
|
655,267
|
|
|
527,202
|
|
||
|
|
|
|
||||
Interest expense, net
|
(9,181
|
)
|
|
(7,872
|
)
|
||
Other income, net
|
1,006
|
|
|
1,072
|
|
||
Income before income taxes
|
37,689
|
|
|
25,468
|
|
||
|
|
|
|
||||
Provision (benefit) for income taxes:
|
|
|
|
||||
Current
|
6,952
|
|
|
(17,418
|
)
|
||
Deferred
|
7,074
|
|
|
27,413
|
|
||
Total provision for income taxes
|
14,026
|
|
|
9,995
|
|
||
|
|
|
|
||||
Net income
|
$
|
23,663
|
|
|
$
|
15,473
|
|
|
|
|
|
||||
Earnings per common share:
|
|
|
|
||||
Basic earnings per common share
|
$
|
0.75
|
|
|
$
|
0.47
|
|
|
|
|
|
||||
Diluted earnings per common share
|
$
|
0.74
|
|
|
$
|
0.46
|
|
|
|
|
|
||||
Shares used in computing earnings per common share:
|
|
|
|
||||
Basic
|
31,531,834
|
|
|
32,662,942
|
|
||
|
|
|
|
||||
Diluted
|
32,161,566
|
|
|
33,520,136
|
|
||
|
|
|
|
||||
See notes to the condensed consolidated financial statements.
|
|
For the Six Months Ended
|
||||||
|
January 28, 2017
|
|
January 23, 2016
|
||||
REVENUES:
|
|
|
|
||||
Contract revenues
|
$
|
1,500,355
|
|
|
$
|
1,218,738
|
|
|
|
|
|
||||
EXPENSES:
|
|
|
|
||||
Costs of earned revenues, excluding depreciation and amortization
|
1,176,361
|
|
|
957,263
|
|
||
General and administrative (including stock-based compensation expense of $11.0 million and $8.7 million, respectively)
|
118,395
|
|
|
98,484
|
|
||
Depreciation and amortization
|
70,252
|
|
|
57,347
|
|
||
Total
|
1,365,008
|
|
|
1,113,094
|
|
||
|
|
|
|
||||
Interest expense, net
|
(18,248
|
)
|
|
(17,003
|
)
|
||
Loss on debt extinguishment
|
—
|
|
|
(16,260
|
)
|
||
Other income, net
|
1,946
|
|
|
2,542
|
|
||
Income before income taxes
|
119,045
|
|
|
74,923
|
|
||
|
|
|
|
||||
Provision for income taxes:
|
|
|
|
||||
Current
|
35,645
|
|
|
5,184
|
|
||
Deferred
|
8,687
|
|
|
23,442
|
|
||
Total provision for income taxes
|
44,332
|
|
|
28,626
|
|
||
|
|
|
|
||||
Net income
|
$
|
74,713
|
|
|
$
|
46,297
|
|
|
|
|
|
||||
Earnings per common share:
|
|
|
|
||||
Basic earnings per common share
|
$
|
2.37
|
|
|
$
|
1.41
|
|
|
|
|
|
||||
Diluted earnings per common share
|
$
|
2.32
|
|
|
$
|
1.37
|
|
|
|
|
|
||||
Shares used in computing earnings per common share:
|
|
|
|
||||
Basic
|
31,480,660
|
|
|
32,767,088
|
|
||
|
|
|
|
||||
Diluted
|
32,180,923
|
|
|
33,703,438
|
|
||
|
|
|
|
||||
See notes to the condensed consolidated financial statements.
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
January 28, 2017
|
|
January 23, 2016
|
|
January 28, 2017
|
|
January 23, 2016
|
||||||||
Net income
|
$
|
23,663
|
|
|
$
|
15,473
|
|
|
$
|
74,713
|
|
|
$
|
46,297
|
|
Foreign currency translation gains (losses), net of tax
|
46
|
|
|
(316
|
)
|
|
20
|
|
|
(357
|
)
|
||||
Comprehensive income
|
$
|
23,709
|
|
|
$
|
15,157
|
|
|
$
|
74,733
|
|
|
$
|
45,940
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to the condensed consolidated financial statements.
|
|
For the Six Months Ended
|
||||||
|
January 28, 2017
|
|
January 23, 2016
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
74,713
|
|
|
$
|
46,297
|
|
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisitions:
|
|
|
|
||||
Depreciation and amortization
|
70,252
|
|
|
57,347
|
|
||
Deferred income tax provision
|
8,687
|
|
|
23,442
|
|
||
Stock-based compensation
|
11,015
|
|
|
8,708
|
|
||
Bad debt expense, net
|
141
|
|
|
471
|
|
||
Gain on sale of fixed assets
|
(3,172
|
)
|
|
(2,152
|
)
|
||
Write-off of deferred financing fees and premium on long-term debt
|
—
|
|
|
2,017
|
|
||
Amortization of debt discount
|
8,686
|
|
|
5,928
|
|
||
Amortization of debt issuance costs and other
|
1,634
|
|
|
1,285
|
|
||
Excess tax benefit from share-based awards
|
(6,773
|
)
|
|
(11,323
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
19,108
|
|
|
7,797
|
|
||
Costs and estimated earnings in excess of billings, net
|
(30,369
|
)
|
|
(18,221
|
)
|
||
Other current assets and inventory
|
(17,659
|
)
|
|
(9,194
|
)
|
||
Other assets
|
753
|
|
|
(3,827
|
)
|
||
Income taxes receivable/payable
|
(33,341
|
)
|
|
(24,438
|
)
|
||
Accounts payable
|
(14,694
|
)
|
|
(15,299
|
)
|
||
Accrued liabilities, insurance claims, and other liabilities
|
(24,790
|
)
|
|
(22,309
|
)
|
||
Net cash provided by operating activities
|
64,191
|
|
|
46,529
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures
|
(76,874
|
)
|
|
(90,878
|
)
|
||
Proceeds from sale of assets
|
4,334
|
|
|
2,748
|
|
||
Changes in restricted cash
|
(363
|
)
|
|
(479
|
)
|
||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(48,804
|
)
|
||
Proceeds from acquisition working capital adjustment
|
1,825
|
|
|
—
|
|
||
Net cash used in investing activities
|
(71,078
|
)
|
|
(137,413
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from borrowings on senior credit agreement, including term loans
|
432,000
|
|
|
449,000
|
|
||
Principal payments on senior credit agreement, including term loans
|
(401,375
|
)
|
|
(441,000
|
)
|
||
Repurchases of common stock
|
(25,000
|
)
|
|
(69,997
|
)
|
||
Proceeds from issuance of 0.75% convertible senior notes due 2021
|
—
|
|
|
485,000
|
|
||
Proceeds from sale of warrants
|
—
|
|
|
74,690
|
|
||
Purchase of convertible note hedges
|
—
|
|
|
(115,818
|
)
|
||
Principal payments for satisfaction and discharge of 7.125% senior subordinated notes
|
—
|
|
|
(277,500
|
)
|
||
Debt issuance costs
|
(70
|
)
|
|
(15,542
|
)
|
||
Exercise of stock options
|
488
|
|
|
1,751
|
|
||
Restricted stock tax withholdings
|
(10,225
|
)
|
|
(12,146
|
)
|
||
Excess tax benefit from share-based awards
|
6,773
|
|
|
11,323
|
|
||
Net cash provided by financing activities
|
2,591
|
|
|
89,761
|
|
||
Net decrease in cash and equivalents
|
(4,296
|
)
|
|
(1,123
|
)
|
||
|
|
|
|
||||
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
|
33,787
|
|
|
21,289
|
|
||
|
|
|
|
||||
CASH AND EQUIVALENTS AT END OF PERIOD
|
$
|
29,491
|
|
|
$
|
20,166
|
|
|
|
|
|
|
For the Six Months Ended
|
||||||
|
January 28, 2017
|
|
January 23, 2016
|
||||
SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW ACTIVITIES AND NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
8,108
|
|
|
$
|
8,927
|
|
Cash paid for taxes, net
|
$
|
69,539
|
|
|
$
|
30,198
|
|
Purchases of capital assets included in accounts payable or other accrued liabilities at period end
|
$
|
6,302
|
|
|
$
|
8,310
|
|
|
|
|
|
||||
See notes to the condensed consolidated financial statements.
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
|
January 28, 2017
|
|
January 23, 2016
|
|
January 28, 2017
|
|
January 23, 2016
|
||||||||
Net income available to common stockholders (numerator)
|
|
$
|
23,663
|
|
|
$
|
15,473
|
|
|
$
|
74,713
|
|
|
$
|
46,297
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares (denominator)
|
|
31,531,834
|
|
|
32,662,942
|
|
|
31,480,660
|
|
|
32,767,088
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
|
$
|
0.75
|
|
|
$
|
0.47
|
|
|
$
|
2.37
|
|
|
$
|
1.41
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares
|
|
31,531,834
|
|
|
32,662,942
|
|
|
31,480,660
|
|
|
32,767,088
|
|
||||
Potential shares of common stock arising from stock options, and unvested restricted share units
|
|
629,732
|
|
|
857,194
|
|
|
700,263
|
|
|
936,350
|
|
||||
Total shares-diluted (denominator)
|
|
32,161,566
|
|
|
33,520,136
|
|
|
32,180,923
|
|
|
33,703,438
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share
|
|
$
|
0.74
|
|
|
$
|
0.46
|
|
|
$
|
2.32
|
|
|
$
|
1.37
|
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||
|
|
January 28, 2017
|
|
January 23, 2016
|
|
January 28, 2017
|
|
January 23, 2016
|
||||
Stock-based awards
|
|
58,750
|
|
|
63,357
|
|
|
50,355
|
|
|
61,481
|
|
0.75% convertible senior notes due 2021
|
|
5,005,734
|
|
|
5,005,734
|
|
|
5,005,734
|
|
|
5,005,734
|
|
Warrants
|
|
5,005,734
|
|
|
5,005,734
|
|
|
5,005,734
|
|
|
5,005,734
|
|
Total anti-dilutive weighted shares excluded from the calculation of earnings per common share
|
|
10,070,218
|
|
|
10,074,825
|
|
|
10,061,823
|
|
|
10,072,949
|
|
|
2016
|
||
Assets
|
|
||
Accounts receivable
|
$
|
16.9
|
|
Costs and estimated earnings in excess of billings
|
24.0
|
|
|
Inventories and other current assets
|
11.9
|
|
|
Property and equipment
|
11.5
|
|
|
Goodwill
|
40.9
|
|
|
Intangible assets - customer relationships
|
94.5
|
|
|
Intangible assets - trade names and other
|
1.8
|
|
|
Total assets
|
201.5
|
|
|
|
|
||
Liabilities
|
|
||
Accounts payable
|
23.7
|
|
|
Accrued and other liabilities
|
22.4
|
|
|
Total liabilities
|
46.1
|
|
|
|
|
||
Net Assets Acquired
|
$
|
155.4
|
|
|
January 28, 2017
|
|
July 30, 2016
|
||||
Contract billings
|
$
|
279,441
|
|
|
$
|
297,532
|
|
Retainage
|
30,733
|
|
|
32,101
|
|
||
Total
|
310,174
|
|
|
329,633
|
|
||
Less: allowance for doubtful accounts
|
(1,307
|
)
|
|
(1,603
|
)
|
||
Accounts receivable, net
|
$
|
308,867
|
|
|
$
|
328,030
|
|
|
January 28, 2017
|
|
July 30, 2016
|
||||
Costs incurred on contracts in progress
|
$
|
348,933
|
|
|
$
|
307,826
|
|
Estimated to date earnings
|
86,999
|
|
|
92,226
|
|
||
Total costs and estimated earnings
|
435,932
|
|
|
400,052
|
|
||
Less: billings to date
|
(56,888
|
)
|
|
(42,637
|
)
|
||
|
$
|
379,044
|
|
|
$
|
357,415
|
|
Included in the accompanying condensed consolidated balance sheets under the captions:
|
|
|
|
|
|
||
Costs and estimated earnings in excess of billings
|
$
|
397,048
|
|
|
$
|
376,972
|
|
Billings in excess of costs and estimated earnings
|
(18,004
|
)
|
|
(19,557
|
)
|
||
|
$
|
379,044
|
|
|
$
|
357,415
|
|
|
Estimated Useful Lives (Years)
|
|
January 28, 2017
|
|
July 30, 2016
|
||||
Land
|
—
|
|
$
|
3,475
|
|
|
$
|
3,475
|
|
Buildings
|
10-35
|
|
12,021
|
|
|
11,969
|
|
||
Leasehold improvements
|
1-10
|
|
15,118
|
|
|
13,753
|
|
||
Vehicles
|
1-5
|
|
439,263
|
|
|
404,273
|
|
||
Computer hardware and software
|
1-7
|
|
99,129
|
|
|
95,570
|
|
||
Office furniture and equipment
|
1-10
|
|
11,699
|
|
|
10,374
|
|
||
Equipment and machinery
|
1-10
|
|
257,900
|
|
|
242,079
|
|
||
Total
|
|
|
838,605
|
|
|
781,493
|
|
||
Less: accumulated depreciation
|
|
|
(494,485
|
)
|
|
(454,823
|
)
|
||
Property and equipment, net
|
|
|
$
|
344,120
|
|
|
$
|
326,670
|
|
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Total
|
||||||
Balance as of July 30, 2016
|
$
|
505,924
|
|
|
$
|
(195,767
|
)
|
|
$
|
310,157
|
|
Purchase price allocation adjustments
|
2,501
|
|
|
—
|
|
|
2,501
|
|
|||
Balance as of January 28, 2017
|
$
|
508,425
|
|
|
$
|
(195,767
|
)
|
|
$
|
312,658
|
|
|
2016
|
|
2015
|
|
2014
|
Terminal Growth Rate
|
2.0% - 3.0%
|
|
1.5% - 2.5%
|
|
1.5% - 3.0%
|
Discount Rate
|
11.5%
|
|
11.5%
|
|
11.5%
|
|
Weighted Average Remaining Useful Lives (Years)
|
|
January 28, 2017
|
|
July 30, 2016
|
||||
Gross carrying amount:
|
|
|
|
|
|
||||
Customer relationships
|
12.3
|
|
$
|
289,917
|
|
|
$
|
289,955
|
|
Contract backlog
|
—
|
|
—
|
|
|
4,780
|
|
||
Trade names
|
7.6
|
|
9,650
|
|
|
9,800
|
|
||
UtiliQuest trade name
|
—
|
|
4,700
|
|
|
4,700
|
|
||
Non-compete agreements
|
2.4
|
|
685
|
|
|
685
|
|
||
|
|
|
304,952
|
|
|
309,920
|
|
||
Accumulated amortization:
|
|
|
|
|
|
|
|
||
Customer relationships
|
|
|
112,395
|
|
|
101,012
|
|
||
Contract backlog
|
|
|
—
|
|
|
4,666
|
|
||
Trade names
|
|
|
6,556
|
|
|
6,034
|
|
||
Non-compete agreements
|
|
|
433
|
|
|
329
|
|
||
|
|
|
119,384
|
|
|
112,041
|
|
||
Intangible assets, net
|
|
|
$
|
185,568
|
|
|
$
|
197,879
|
|
|
January 28, 2017
|
|
July 30, 2016
|
||||
Accrued payroll and related taxes
|
$
|
20,327
|
|
|
$
|
23,908
|
|
Accrued employee benefit and incentive plan costs
|
25,307
|
|
|
40,943
|
|
||
Accrued construction costs
|
26,093
|
|
|
41,123
|
|
||
Other current liabilities
|
15,410
|
|
|
16,328
|
|
||
Total other accrued liabilities
|
$
|
87,137
|
|
|
$
|
122,302
|
|
|
January 28, 2017
|
|
July 30, 2016
|
||||
Credit Agreement - Revolving facility (matures April 2020)
|
$
|
—
|
|
|
$
|
—
|
|
Credit Agreement - Term loan facilities (mature April 2020)
|
376,875
|
|
|
346,250
|
|
||
0.75% convertible senior notes, net (mature September 2021)
|
382,513
|
|
|
373,077
|
|
||
|
759,388
|
|
|
719,327
|
|
||
Less: current portion
|
(18,813
|
)
|
|
(13,125
|
)
|
||
Long-term debt
|
$
|
740,575
|
|
|
$
|
706,202
|
|
Borrowings - Eurodollar Rate Loans
|
1.25% - 2.00% plus LIBOR
|
Borrowings - Base Rate Loans
|
0.25% - 1.00% plus administrative agent’s base rate
(1)
|
Unused Revolver Commitment
|
0.25% - 0.40%
|
Standby Letters of Credit
|
1.25% - 2.00%
|
Commercial Letters of Credit
|
0.625% - 1.00%
|
|
Weighted Average Rate End of Period
|
||
|
January 28, 2017
|
|
July 30, 2016
|
Borrowings - Term loan facilities
|
2.53%
|
|
2.49%
|
Borrowings - Revolving facility
(1)
|
—%
|
|
—%
|
Standby Letters of Credit
|
1.75%
|
|
2.00%
|
Unused Revolver
|
0.35%
|
|
0.40%
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
January 28, 2017
|
|
January 23, 2016
|
|
January 28, 2017
|
|
January 23, 2016
|
||||||||
Gain on sale of fixed assets
|
$
|
1,729
|
|
|
$
|
1,016
|
|
|
$
|
3,172
|
|
|
$
|
2,152
|
|
Miscellaneous (expense) income, net
|
(723
|
)
|
|
56
|
|
|
(1,226
|
)
|
|
390
|
|
||||
Total other income, net
|
$
|
1,006
|
|
|
$
|
1,072
|
|
|
$
|
1,946
|
|
|
$
|
2,542
|
|
Period
|
|
Number of Shares Repurchased
|
|
Total Consideration
(In thousands)
|
|
Average Price Per Share
|
|||||
Fiscal 2016:
|
|
|
|
|
|
|
|
|
|
||
Three months ended October 24, 2015
|
|
954,224
|
|
|
$
|
69,997
|
|
|
$
|
73.35
|
|
Three months ended April 23, 2016
|
|
1,557,354
|
|
|
$
|
100,000
|
|
|
$
|
64.21
|
|
Fiscal 2017:
|
|
|
|
|
|
|
|||||
Three months ended January 28, 2017
|
|
313,006
|
|
|
$
|
25,000
|
|
|
$
|
79.87
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
January 28, 2017
|
|
January 23, 2016
|
|
January 28, 2017
|
|
January 23, 2016
|
||||||||
Stock-based compensation
|
$
|
5,309
|
|
|
$
|
4,200
|
|
|
$
|
11,015
|
|
|
$
|
8,708
|
|
Related tax benefit for stock-based compensation
|
$
|
2,000
|
|
|
$
|
1,613
|
|
|
$
|
4,183
|
|
|
$
|
3,342
|
|
|
Stock Options
|
|||||
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding as of July 30, 2016
|
737,267
|
|
|
$
|
20.99
|
|
Granted
|
36,914
|
|
|
$
|
78.46
|
|
Options exercised
|
(48,543
|
)
|
|
$
|
10.06
|
|
Canceled
|
(1,000
|
)
|
|
$
|
6.83
|
|
Outstanding as of January 28, 2017
|
724,638
|
|
|
$
|
24.67
|
|
|
|
|
|
|||
Exercisable options as of January 28, 2017
|
593,666
|
|
|
$
|
18.28
|
|
|
Restricted Stock
|
||||||||||||
|
RSUs
|
|
Performance RSUs
|
||||||||||
|
Share Units
|
|
Weighted Average Grant Price
|
|
Share Units
|
|
Weighted Average Grant Price
|
||||||
Outstanding as of July 30, 2016
|
251,264
|
|
|
$
|
42.56
|
|
|
625,971
|
|
|
$
|
47.66
|
|
Granted
|
60,485
|
|
|
$
|
77.76
|
|
|
274,282
|
|
|
$
|
79.29
|
|
Share units vested
|
(107,447
|
)
|
|
$
|
35.20
|
|
|
(287,593
|
)
|
|
$
|
40.53
|
|
Forfeited or canceled
|
(1,223
|
)
|
|
$
|
29.84
|
|
|
(53,129
|
)
|
|
$
|
41.18
|
|
Outstanding as of January 28, 2017
|
203,079
|
|
|
$
|
57.01
|
|
|
559,531
|
|
|
$
|
67.44
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||
|
January 28, 2017
|
|
January 23, 2016
|
|
January 28, 2017
|
|
January 23, 2016
|
AT&T Inc.
|
28.3%
|
|
22.4%
|
|
28.7%
|
|
20.6%
|
Comcast Corporation
|
16.7%
|
|
13.5%
|
|
15.8%
|
|
12.7%
|
CenturyLink, Inc.
|
16.5%
|
|
14.9%
|
|
16.1%
|
|
15.3%
|
Verizon Communications Inc.
|
8.8%
|
|
11.9%
|
|
9.1%
|
|
10.7%
|
|
January 28, 2017
|
|
July 30, 2016
|
||||||||
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
||||
Comcast Corporation
|
$
|
126.4
|
|
|
18.5%
|
|
$
|
95.3
|
|
|
13.9%
|
AT&T Inc.
|
$
|
118.9
|
|
|
17.4%
|
|
$
|
138.8
|
|
|
20.3%
|
Windstream Corporation
|
$
|
97.6
|
|
|
14.3%
|
|
$
|
79.0
|
|
|
11.5%
|
CenturyLink, Inc.
|
$
|
79.7
|
|
|
11.7%
|
|
$
|
79.0
|
|
|
11.5%
|
Verizon Communications Inc.
|
$
|
63.2
|
|
|
9.3%
|
|
$
|
69.0
|
|
|
10.1%
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||
|
January 28, 2017
|
|
January 23, 2016
|
|
January 28, 2017
|
|
January 23, 2016
|
AT&T Inc.
|
28.3%
|
|
22.4%
|
|
28.7%
|
|
20.6%
|
Comcast Corporation
|
16.7%
|
|
13.5%
|
|
15.8%
|
|
12.7%
|
CenturyLink, Inc.
|
16.5%
|
|
14.9%
|
|
16.1%
|
|
15.3%
|
Verizon Communications Inc.
|
8.8%
|
|
11.9%
|
|
9.1%
|
|
10.7%
|
Windstream Corporation
|
6.0%
|
|
5.5%
|
|
5.9%
|
|
6.0%
|
Charter Communications, Inc.
(1)
|
3.6%
|
|
6.7%
|
|
4.0%
|
|
7.2%
|
|
2016
|
|
2015
|
|
2014
|
Terminal Growth Rate
|
2.0% - 3.0%
|
|
1.5% - 2.5%
|
|
1.5% - 3.0%
|
Discount Rate
|
11.5%
|
|
11.5%
|
|
11.5%
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||||||||||||||
|
January 28, 2017
|
|
January 23, 2016
|
|
January 28, 2017
|
|
January 23, 2016
|
||||||||||||||||||||
Revenues
|
$
|
701.1
|
|
|
100.0
|
%
|
|
$
|
559.5
|
|
|
100.0
|
%
|
|
$
|
1,500.4
|
|
|
100.0
|
%
|
|
$
|
1,218.7
|
|
|
100.0
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of earned revenue, excluding depreciation and amortization
|
561.4
|
|
|
80.1
|
|
|
450.3
|
|
|
80.5
|
|
|
1,176.4
|
|
|
78.4
|
|
|
957.3
|
|
|
78.5
|
|
||||
General and administrative
|
58.2
|
|
|
8.3
|
|
|
47.0
|
|
|
8.4
|
|
|
118.4
|
|
|
7.9
|
|
|
98.5
|
|
|
8.1
|
|
||||
Depreciation and amortization
|
35.7
|
|
|
5.1
|
|
|
29.9
|
|
|
5.3
|
|
|
70.3
|
|
|
4.7
|
|
|
57.3
|
|
|
4.7
|
|
||||
Total
|
655.3
|
|
|
93.5
|
|
|
527.2
|
|
|
94.2
|
|
|
1,365.0
|
|
|
91.0
|
|
|
1,113.1
|
|
|
91.3
|
|
||||
Interest expense, net
|
(9.2
|
)
|
|
(1.3
|
)
|
|
(7.9
|
)
|
|
(1.4
|
)
|
|
(18.2
|
)
|
|
(1.2
|
)
|
|
(17.0
|
)
|
|
(1.4
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.3
|
)
|
|
(1.3
|
)
|
||||
Other income, net
|
1.0
|
|
|
0.1
|
|
|
1.1
|
|
|
0.2
|
|
|
1.9
|
|
|
0.1
|
|
|
2.5
|
|
|
0.2
|
|
||||
Income before income taxes
|
37.7
|
|
|
5.4
|
|
|
25.5
|
|
|
4.6
|
|
|
119.0
|
|
|
7.9
|
|
|
74.9
|
|
|
6.1
|
|
||||
Provision for income taxes
|
14.0
|
|
|
2.0
|
|
|
10.0
|
|
|
1.8
|
|
|
44.3
|
|
|
3.0
|
|
|
28.6
|
|
|
2.3
|
|
||||
Net income
|
$
|
23.7
|
|
|
3.4
|
%
|
|
$
|
15.5
|
|
|
2.8
|
%
|
|
$
|
74.7
|
|
|
5.0
|
%
|
|
$
|
46.3
|
|
|
3.8
|
%
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
|
January 28, 2017
|
|
January 23, 2016
|
|
January 28, 2017
|
|
January 23, 2016
|
||||||||
Income tax provision
|
|
$
|
14.0
|
|
|
$
|
10.0
|
|
|
$
|
44.3
|
|
|
$
|
28.6
|
|
Effective income tax rate
|
|
37.2
|
%
|
|
39.2
|
%
|
|
37.2
|
%
|
|
38.2
|
%
|
|
For the Six Months Ended
|
||||||
|
January 28, 2017
|
|
January 23, 2016
|
||||
Net cash flows:
|
|
|
|
||||
Provided by operating activities
|
$
|
64.2
|
|
|
$
|
46.5
|
|
Used in investing activities
|
$
|
(71.1
|
)
|
|
$
|
(137.4
|
)
|
Provided by financing activities
|
$
|
2.6
|
|
|
$
|
89.8
|
|
Borrowings - Eurodollar Rate Loans
|
1.25% - 2.00% plus LIBOR
|
Borrowings - Base Rate Loans
|
0.25% - 1.00% plus administrative agent’s base rate
(1)
|
Unused Revolver Commitment
|
0.25% - 0.40%
|
Standby Letters of Credit
|
1.25% - 2.00%
|
Commercial Letters of Credit
|
0.625% - 1.00%
|
|
Weighted Average Rate End of Period
|
||
|
January 28, 2017
|
|
July 30, 2016
|
Borrowings - Term loan facilities
|
2.53%
|
|
2.49%
|
Borrowings - Revolving facility
(1)
|
—%
|
|
—%
|
Standby Letters of Credit
|
1.75%
|
|
2.00%
|
Unused Revolver
|
0.35%
|
|
0.40%
|
|
Less than 1 Year
|
|
Years 1 – 3
|
|
Years 3 – 5
|
|
Greater than 5 Years
|
|
Total
|
||||||||||
0.75% convertible senior notes due September 2021
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
485,000
|
|
|
$
|
—
|
|
|
$
|
485,000
|
|
Credit agreement – revolving facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Credit agreement – term loan facilities
|
18,813
|
|
|
62,562
|
|
|
295,500
|
|
|
—
|
|
|
376,875
|
|
|||||
Fixed interest payments on long-term debt
(1)
|
3,638
|
|
|
7,275
|
|
|
7,275
|
|
|
—
|
|
|
18,188
|
|
|||||
Operating lease obligations
|
21,937
|
|
|
28,791
|
|
|
9,446
|
|
|
4,283
|
|
|
64,457
|
|
|||||
Employment agreements
|
11,405
|
|
|
10,582
|
|
|
329
|
|
|
—
|
|
|
22,316
|
|
|||||
Purchase and other contractual obligations
(2)
|
43,615
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,615
|
|
|||||
Total
|
$
|
99,408
|
|
|
$
|
109,210
|
|
|
$
|
797,550
|
|
|
$
|
4,283
|
|
|
$
|
1,010,451
|
|
Period
|
Total Number of Shares Purchased
(1)
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||
October 30, 2016 - November 26, 2016
|
—
|
|
$
|
—
|
|
—
|
|
(4)
|
November 27, 2016 - December 24, 2016
|
112,493
(2)
|
|
$
|
78.64
|
|
—
|
|
(4)
|
December 25, 2016 - January 28, 2017
|
313,006
(3)
|
|
$
|
79.87
|
|
—
|
|
(4)
|
|
|
|
DYCOM INDUSTRIES, INC.
|
|
|
|
Registrant
|
|
|
|
|
Date:
|
March 2, 2017
|
|
/s/ Steven E. Nielsen
|
|
|
|
Name: Steven E. Nielsen
Title: President and Chief Executive Officer |
|
|
|
|
Date:
|
March 2, 2017
|
|
/s/ H. Andrew DeFerrari
|
|
|
|
Name: H. Andrew DeFerrari
Title: Senior Vice President and Chief Financial Officer
|
Payment Dates
|
Principal Amortization
Payment |
April 30, 2017
|
$437,500.00
|
July 31, 2017
|
$437,500.00
|
October 31, 2017
|
$437,500.00
|
January 31, 2018
|
$437,500.00
|
April 30, 2018
|
$656,250.00
|
July 31, 2018
|
$656,250.00
|
October 31, 2018
|
$656,250.00
|
January 31, 2019
|
$656,250.00
|
April 30, 2019
|
$875,000.00
|
July 31, 2019
|
$875,000.00
|
October 31, 2019
|
$875,000.00
|
January 31, 2020
|
$875,000.00
|
NEW LENDER
:
|
MUFG UNION BANK N.A.
By:
/s/ Mustafa Khan
Name: Mustafa Khan
Title: Director
|
BORROWER
:
|
DYCOM INDUSTRIES, INC.,
a Florida corporation
By:
/s/ H. Andrew DeFerrari
Name: H. Andrew DeFerrari
Title: Senior Vice President and Chief Financial Officer
[Signatures continue on next page]
|
GUARANTORS
:
|
ANSCO & ASSOCIATES, LLC
a Delaware limited liability company
APEX DIGITAL, LLC
a Delaware limited liability company
BLAIR PARK SERVICES, LLC
a Delaware limited liability company
BROADBAND EXPRESS, LLC
a Delaware limited liability company
BROADBAND INSTALLATION
SERVICES, LLC
a Delaware limited liability company
C-2 UTILITY CONTRACTORS, LLC
a Delaware limited liability company
CABLECOM, LLC
a Delaware limited liability company
CAVO BROADBAND
COMMUNICATIONS, LLC
a Delaware limited liability company
CCLC, INC.
a Delaware corporation
By:
/s/ H. Andrew DeFerrari
Name: H. Andrew DeFerrari Title: Treasurer
[Signatures continue on next page]
|
|
CLEARLIGHT TECHNOLOGIES, LLC
a Minnesota limited liability company
CMI SERVICES, LLC
a Florida limited liability company
COMMUNICATIONS CONSTRUCTION
GROUP, LLC
a Delaware limited liability company
DYCOM CAPITAL MANAGEMENT, INC.
a Delaware corporation
DYCOM CORPORATE IDENTITY, INC.
a Delaware corporation
DYCOM IDENTITY, LLC
a Delaware limited liability company
DYCOM INVESTMENTS, INC.
a Delaware corporation
ENGINEERING ASSOCIATES, LLC
a Georgia limited liability company
ERVIN CABLE CONSTRUCTION, LLC
a Delaware limited liability company
FIBER TECHNOLOGIES
SOLUTIONS, LLC,
a Delaware limited liability company
GLOBE COMMUNICATIONS, LLC
a North Carolina limited liability company
GOLDEN STATE UTILITY CO.
a Delaware corporation
IVY H. SMITH COMPANY, LLC
a Delaware limited liability company
By:
/s/ H. Andrew DeFerrari
Name: H. Andrew DeFerrari Title: Treasurer
[Signatures continue on next page]
|
|
KANAAN COMMUNICATIONS, LLC
a Delaware limited liability company
LAMBERT’S CABLE SPLICING
COMPANY, LLC
a Delaware limited liability company
LOCATING, INC.
a Washington corporation
NEOCOM SOLUTIONS, LLC
a Georgia limited liability company
NICHOLS CONSTRUCTION, LLC
a Delaware limited liability company
NIELS FUGAL SONS COMPANY, LLC
a Delaware limited liability company
NORTH SKY COMMUNICATIONS, LLC
a Delaware limited liability company
PARKSIDE SITE & UTILITY COMPANY
CORPORATION
a Delaware corporation
PARKSIDE UTILITY CONSTRUCTION, LLC
a Delaware limited liability company
PAULEY CONSTRUCTION, LLC
an Arizona limited liability company
PBG ACQUISITION V, LLC
a Delaware limited liability company
POINT TO POINT COMMUNICATIONS, INC.
a Louisiana corporation
By:
/s/ H. Andrew DeFerrari
Name: H. Andrew DeFerrari Title: Treasurer
[Signatures continue on next page]
|
|
PRECISION VALLEY COMMUNICATIONS
OF VERMONT, LLC
a Delaware limited liability company
PRINCE TELECOM, LLC
a Delaware limited liability company
PROFESSIONAL TELECONCEPTS, LLC
an Illinois limited liability company
PROFESSIONAL TELECONCEPTS, LLC
a New York limited liability company
RJE TELECOM, LLC
a Delaware limited liability company
SAGE TELECOMMUNICATIONS CORP.
OF COLORADO, LLC
a Colorado limited liability company
SPECTRUM WIRELESS SOLUTIONS, LLC
a Delaware limited liability company
STAR CONSTRUCTION, LLC
a Delaware limited liability company
STEVENS COMMUNICATIONS, LLC
a Delaware limited liability company
TCS COMMUNICATIONS, LLC
a Delaware limited liability company
TELCOM CONSTRUCTION, INC.
a Minnesota corporation
TESINC, LLC
a Delaware limited liability company
TJADER & HIGHSTROM UTILITY
SERVICES, LLC
a Delaware limited liability company
By:
/s/ H. Andrew DeFerrari
Name: H. Andrew DeFerrari Title: Treasurer
[Signatures continue on next page]
|
|
TRAWICK CONSTRUCTION COMPANY, LLC
a Florida limited liability company
TRIPLE-D COMMUNICATIONS, LLC
a Delaware limited liability company
UNDERGROUND SPECIALTIES, LLC
a Delaware limited liability company
UTILIQUEST, LLC
a Georgia limited liability company
VCI CONSTRUCTION, LLC
a Delaware limited liability company
VCI UTILITY SERVICES HOLDINGS, LLC
a Delaware limited liability company
WHITE MOUNTAIN CABLE
CONSTRUCTION, LLC
a Delaware limited liability company
By:
/s/ H. Andrew DeFerrari
Name: H. Andrew DeFerrari Title: Treasurer
[Signatures continue on next page]
|
|
|
|
MIDTOWN EXPRESS, LLC
a Delaware limited liability company
By:
/s/ William P. Healy
Name: William P. Healy Title: President
OSP SERVICES, LLC
a Delaware limited liability company
By:
/s/ William J. Ptak
Name: William J. Ptak Title: President
VCI UTILITY SERVICES, LLC
a Delaware limited liability company
By:
/s/ Frank G. Madera
Name: Frank G. Madera Title: President |
Lender
|
Term Loan
Commitment
|
Applicable Percentage of
Term Loan Commitments
|
MUFG Union Bank N.A.
|
$35,000,000.00
|
100.000000000%
|
|
|
|
Total:
|
$35,000,000.00
|
100.000000000%
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
||||||||||||||||||||
|
January 28, 2017
|
|
July 30, 2016
|
|
July 25, 2015
|
|
July 26, 2014
|
|
July 27, 2013
|
|
July 28, 2012
|
||||||||||||
Net income
|
$
|
74,713
|
|
|
$
|
128,740
|
|
|
$
|
84,324
|
|
|
$
|
39,978
|
|
|
$
|
35,188
|
|
|
$
|
39,378
|
|
Income tax expense
|
44,332
|
|
|
77,587
|
|
|
51,260
|
|
|
26,341
|
|
|
23,011
|
|
|
25,183
|
|
||||||
Fixed charges included in the determination of net income
|
27,735
|
|
|
51,363
|
|
|
39,970
|
|
|
39,528
|
|
|
34,774
|
|
|
24,001
|
|
||||||
Total earnings, as defined
|
$
|
146,780
|
|
|
$
|
257,690
|
|
|
$
|
175,554
|
|
|
$
|
105,847
|
|
|
$
|
92,973
|
|
|
$
|
88,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest charges
|
$
|
18,267
|
|
|
$
|
34,733
|
|
|
$
|
27,029
|
|
|
$
|
26,837
|
|
|
$
|
23,335
|
|
|
$
|
16,745
|
|
Rental interest factor
|
9,468
|
|
|
16,630
|
|
|
12,941
|
|
|
12,691
|
|
|
11,439
|
|
|
7,256
|
|
||||||
Total fixed charges, as defined
|
$
|
27,735
|
|
|
$
|
51,363
|
|
|
$
|
39,970
|
|
|
$
|
39,528
|
|
|
$
|
34,774
|
|
|
$
|
24,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
5.3x
|
|
|
5.0x
|
|
|
4.4x
|
|
|
2.7x
|
|
|
2.7x
|
|
|
3.7x
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Dycom Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 2, 2017
|
|
|
/s/ Steven E. Nielsen
|
|
Steven E. Nielsen
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Dycom Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 2, 2017
|
|
|
/s/ H. Andrew DeFerrari
|
|
H. Andrew DeFerrari
|
|
Senior Vice President and Chief Financial Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 2, 2017
|
|
|
/s/ Steven E. Nielsen
|
|
Steven E. Nielsen
|
|
President and Chief Executive Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 2, 2017
|
|
|
/s/ H. Andrew DeFerrari
|
|
H. Andrew DeFerrari
|
|
Senior Vice President and Chief Financial Officer
|