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| 8-K - FORM 8-K - DYCOM INDUSTRIES INC | d445399d8k.htm |
 $90
million add-on to 7.125% Senior Subordinated Notes
November
2012
Exhibit 99.1 |
 1
Cautionary Statement about Forward-
Looking Statements & Confidential Information
This presentation contains “forward-looking statements” which are statements relating to
future events, including a proposed acquisition, future financial performance, strategies,
expectations, and the competitive environment. All statements, other than statements of
historical facts, contained in this presentation, including statements regarding the
Company’s future financial position, future revenue, prospects, plans and objectives of
management, are forward-looking statements. Additionally, forward – looking
statements include statements of expectations regarding the proposed acquisition, including
expected benefits and synergies of the transaction, future financial and operating results, future
opportunities for the combined businesses and other statements regarding events or developments
that the Company believes or anticipates will or may occur in the future as a result of the
transaction. Words such as “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “forecast,” “may,” “should,” “could,” “project,”
“looking ahead” and similar expressions, as well as statements in future tense, identify
forward-looking statements. You should not read forward looking statements as a
guarantee of future performance or results. They will not necessarily be accurate
indications of whether or at what time such performance or results will be achieved.
Forward-looking statements are based on information available at the time those statements
are made and/or management’s good faith belief at that time with respect to future events,
including the Company’s ability to consummate the proposed acquisition. Such statements are
subject to risks and uncertainties that could cause actual performance or results to differ materially
from those expressed in or suggested by the forward-looking statements. Important
factors that could cause such differences include, but are not limited to factors described
under Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K
for the year ended July 28, 2012, and other risks outlined in the Company’s periodic
filings with the Securities and Exchange Commission (“SEC”). The forward-looking
statements in this presentation are expressly qualified in their entirety by this cautionary
statement. Except as required by law, the Company may not update forward-looking statements
even though its situation may change in the future. This presentation includes certain
"non-GAAP" financial measures as defined by SEC rules. |
 2
Transaction Overview
Appendix
Financial Summary
Business Overview
Target Overview
Credit Strengths
Agenda |
 3
Dycom Industries, Inc. (the “Company”) is a leading provider of
specialty contracting services in the United States for telecommunications,
underground facility locating and electric and gas utilities
customers On
November
19 ,
Dycom
announced
that
it
signed
a
definitive
agreement
to
acquire
substantially
all
of
Quanta
Services’
(the
“Seller”)
domestic
telecommunications
infrastructure
services subsidiaries (collectively, the “Target”) for total
consideration of $275 million plus related transaction adjustments
Dycom intends to fund the acquisition with a combination of:
Pro forma for the acquisition and financing, Dycom will have secured leverage of
1.1x and total leverage
of
2.7x
based
on
LTM
Pro
Forma
2012
Adjusted
EBITDA
of
$179.5
million
1
Executive Summary
1
PF numbers reflect Dycom FY2012 (28-Jul-2012) and Target LTM 30-Sep-2012 results. PF
amounts and calculations herein derived from PF financial information filed
The
transaction
is
expected
to
close,
subject
to
customary
closing
conditions,
in
December
$90 million add-on to the Company’s existing 7.125% Senior Subordinated
Notes due in 2021
$201 million of borrowings under a new 5-year senior secured credit facility
comprised of a $275 million Revolving Credit Facility, of which $76 million
will be drawn at close of the acquisition, and a $125 million Term Loan
A by Dycom on Form 8-K on 28-Nov-2012. th
|
 4
Strengthens our customer base, geographic scope and technical service
offerings
Reinforces our rural engineering and construction capabilities, wireless
construction resources and broadband construction competencies
Creates scale as industry announcements indicate customer expenditures will
be growing
Experienced management team with solid industry reputation
For the LTM period ended September 30, 2012, Target generated $535 million
of sales
Acquisition Rationale |
 5
Sources and Uses
Pro Forma Capitalization
Sources, Uses and PF Capitalization
1
2
Excludes $7.0 million in acquisition related costs and $6.9 million in debt
issuance costs to be paid on or subsequent to the date of the acquisition.
3
PF amounts and calculations herein derived from PF financial information filed by
Dycom on Form 8-K on 28-Nov-2012. 4
PF cash reflects $1.8 million in estimated debt premiums from the notes offered
hereby. 5
Effective upon closing of the acquisition.
Sources of Funds
Uses of Funds
$275mm Revolver
$76.0
Purchase Price
1
$311.8
New Term Loan A
125.0
New Senior Sub. Notes
90.0
Cash on Balance Sheet
20.8
Total Sources
$311.8
Total Uses
2
$311.8
Note: Adjusted EBITDA reflects Dycom results for the fiscal year ended 28-Jul-2012 and Target
results for the LTM ended 30-Sep-2012. Does not reflect Dycom Adjusted EBITDA for the quarter ended 27-Oct-2012 of $40.405 million which compares to Dycom's prior
year Adjusted EBITDA for the quarter ended 29-Oct-2011 of $40.397 million.
3
10/27/12
PF
xPF Adj.
($ in millions)
Amount
xAdj. EBITDA
Change
Amount
EBITDA
Coupon
Maturity
Cash and Equivalents
4
$
54.7
$(19.0)
$
35.7
New $275mm Revolver
5
0.0
0.0x
76.0
76.0
0.4x
L+200 bps
Dec-17
New Term Loan A
5
0.0
0.0x
125.0
125.0
1.1x
L+200 bps
Dec-17
Total Secured Debt
$
0.1
0.0x
$
201.1
1.1x
Senior Subordinated Notes
187.5
1.4x
0.0
187.5
2.2x
7.125%
Jan-21
New Add-On Senior Subordinated Notes
0.0
0.0x
90.0
90.0
2.7x
7.125%
Jan-21
Total Debt
$
187.6
1.4x
$
478.6
2.7x
LTM Adj. EBITDA
$
135.5
$
179.5
Includes purchase price of $275 million and estimated amount for working capital adjustments and other
payments to Seller based on balances as of September 30, 2012. |
 6
New Senior Subordinated Notes
Issuer
Dycom Investments, Inc., a direct wholly-owned subsidiary of Dycom Industries, Inc. (same as
existing) Guarantors
Dycom Industries, Inc. and its existing and future subsidiaries that guarantee any credit facility of
Dycom Industries, Inc.
Add-on Amount
$90 million add-on to existing 7.125% notes due 2021
Ranking
Senior Subordinated Notes (same as existing)
Maturity
January 15, 2021
Coupon
7.125%
Indicative Price
TBD
Indicative Yield
TBD
Non-Call Period
Non-Callable until January 2016
Equity Clawback
Beginning in 2014, up to 35% of the Notes may be redeemed with the proceeds of an equity issuance at
107.125 Optional Redemption
Callable at 103.563 in 2016, ratably declining to par thereafter
Customary Make Whole Call during the Non-Call Period
Mandatory Repayment
Put option upon change of control at 101% of principal plus unpaid and accrued interest
Covenants
Standard and customary high yield incurrence covenants which mirror existing subordinated notes;
limit Company’s ability to:
—
Incur additional indebtedness
—
Pay dividends
—
Make loans and investments
—
Sell assets and incur liens
Summary Terms and Conditions |
 7
Transaction Overview
Appendix
Financial Summary
Business Overview
Target Overview
Credit Strengths
Agenda |
 8
Dycom Introduction
A leading supplier of specialty contracting
services to telecommunication providers
nationwide
Telecommunications networks are fundamental
to economic progress
Significant end market opportunities include
wireless backhaul, rural fiber networks, fiber
deployments to businesses, wireless network
upgrades, and FTTx deployments
Significant portion of revenues from multi-year
Master Service Agreements
Experienced management team operates
through a decentralized, customer-focused
organizational structure
Strong cash flows and liquidity |
 9
Nationwide footprint
—
Operates in 48 states and in Canada
—
31 operating subsidiaries and hundreds of
field offices
Fiscal 2012 revenues of $1,201.1 million grew
organically 15.4% year over year
Strong financial profile
—
Cash and equivalents $54.7 million at
October 27, 2012
—
Shareholders’
equity $392.0 million at
October 27, 2012
8,001 employees as of October 27, 2012
Dycom Overview (Standalone)
Dycom
is
a
leading
telecommunications
infrastructure
provider
in
the
United
States
Revenue by Contract Type
Revenue by Customer Type
Master
Service
Agreements
70.3%
Long-term
Contracts
10.3%
Short-term
Contracts
19.4%
Fiscal 2012
Telecom
84.5%
Electric
and Gas
Utilities
and
Other
4.6%
Underground
Facility
10.9%
Locating |
 10
Services
Crucial to Customer Success
Engineering
Underground Facility Locating
Outside
Plant
&
Equipment
Installation
Premise Equipment Installation
Wireless Services |
 Dycom Operating Overview
Broad national footprint and strong local subsidiaries allow Dycom to go to market
as both a national and local provider Dycom’s Nationwide Presence
Subsidiaries
Dycom has field locations
well beyond the subsidiary
headquarters depicted
which enable the Company
to extend its coverage
footprint
Dycom Headquarters
Subsidiary Headquarters
11 |
 12
Sources:
U.S. Telecom, The Broadband Association
Cisco Visual Networking Index
U.S. National Bureau of Economic Analysis
“When the stability of an entire economy depends on the speed, intelligence,
quality of service, robustness and security of its Internet backbone, will a
just good network be good enough?” John Chambers, Chairman and CEO, Cisco,
Inc. Strong Secular Trend
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
20,000
-10.0%
-8.0%
-6.0%
-4.0%
-
2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
GDP
Traffic |
 13
“Our third key strategic initiative is investing in fiber builds to as many
towers in our service area as economically feasible. This initiative
supports anticipated long-term growth in data transport, much of which is
driven by wireless data traffic. And expands our addressable customer footprint by enabling fiber access
points to other strategic locations where viable, along these routes. During second
quarter, we completed approximately 1,350 fiber builds. This is in line with
expectations. And we continue to anticipate completing 4,000 to 5,000 builds
in 2012, as fiber-to-the-tower construction continues to ramp up through the remainder
of the year.”
Glen
Post
III,
CEO
&
President,
CenturyLink,
Inc.
-
August
2012
Very attractive returns to our customers
Telephone, cable and other companies aggressively deploying fiber to provide wireless
backhaul services
Continues to provide significant growth opportunities
Sources: FCC OBI Technical Paper
6, Mobile Broadband: The Benefits
of Additional Spectrum
Key Driver: Wireless Backhaul
0X
10X
20X
30X
40X
50X
2009
2010
2011
2012E
2013E
2014E
Mobile Data Traffic Growth Relative to 2009
Yankee Group
Coda Research
Cisco Systems, Inc.
Average |
 14
The American Recovery and Reinvestment Act
(ARRA) provided the Department of Commerce’s
National Telecommunications and Information
Administration (NTIA) and the U.S. Department of
Agriculture’s Rural Utilities Service (RUS) with
$7.2 billion to expand broadband services in the
United States.
Cumulatively, total Federal expenditures have now exceeded $2.1 billion
and have been matched by recipient funds of more than $820 million.
NTIA BTOP Quarterly Program Status Report –
September 2012
Demand has absorbed significant industry capacity
Meaningfully increased exposure to rural service providers
Key Driver: Rural Fiber Networks |
 15
2011 Business Services Revenue
$3.9 Billion
Current Addressable Business Services Market
~$53.5 Billion
Emerging as an industry battleground
Multi-year cap-ex trajectory provides visible revenue opportunities
Leverages Dycom’s existing cable engineering and construction resources
“…so give or take $700 million a year I think is the number for capital
spending for business services. [….] That $700 million is powering a
business that grew 40% the last several years and is on pace to be a
couple
billion
dollar
plus
business
a
year
from
zero
and
we
can
go
into
the
medium-size
and
sell backhaul
and Metro Ethernet businesses. So first answer is we would love to put more capital
at the business
services
if
we
can
continue
to
get
30%
IRRs
or
whatever
as
we've
been
historically
getting.
It
is
a
50%
margin
business,
fantastic.”
Brian
Roberts,
Chairman
and
CEO,
Comcast
Corporation
–
June
2012
Sources: Company Filings, Company Transcripts
Key Driver: Fiber to Business
$25.0B
$8.5B
$20.0B
$0.6B
$1.5B
$1.8B |
 16
“…We've had a volume surge that is hard to explain what's transpired.
The last five years
we've had literally in the mobile Internet traffic going across our network it's been
a 20,000 percent increase in traffic, and we're seeing no signs of that
slowing anytime soon. In fact,
we're on a pace this year that it grows another 75 percent, and our current planning
assumption is that that just continues for the next five years after this
year.” Randall Stephenson, CEO, AT&T –
July 2012
Wireless network spending increasing faster than overall spending
Entered wireless market via NeoCom acquisition in December 2010 and is further
expanding its wireless services to key customers
Strong growth opportunities as industry migrates from 3G to 4G technologies
Sources: CTIA, Collins Stewart, LLC
Key Driver: Wireless Network Upgrades
-
50,000
100,000
150,000
200,000
250,000
300,000
350,000
US cell sites
US Towers |
 17
0
1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
2Q 07
4Q 07
2Q 08
4Q 08
2Q 09
4Q 09
2Q 10
4Q 10
2Q 11
4Q 11
2Q 12
Cumulative Subscribers
Verizon FiOS Video
AT&T U-Verse
"We feel good about the success we've had in the IP broadband and U-verse
platform, and we believe that we can further grow the business with additional
investments to maximize technology improvements and our improved operating
scale. As Randall said, we plan to expand IP broadband to reach 57 million total customer
locations or 75% of all customer locations in our 22-state serving area. We have
a high level of confidence that we can execute this plan and achieve our growth
targets by simply extending our current track record." John Stankey, Group
President and Chief Strategy Officer, AT&T - November 2012
A key competitive response by telephone companies to cable MSO’s
CenturyLink just beginning scale deployments
Dycom is leveraging prior, extensive FTTx experience with Verizon and AT&T
Source: Company Filings
Key Driver: FTTx Deployments |
 18
Agenda
Transaction Overview
Appendix
Financial Summary
Business Overview
Target Overview
Credit Strengths |
 19
Target provides network services and solutions for the telecommunications and cable
television industries, including: Geographic
Footprint
–
Subsidiary
Headquarters
Source: Company Filings.
Target Overview
Target has complimentary
geographies to Dycom that both
enhance current footprint and
expand presence in certain
markets
Target has a strong rural footprint
that diversifies the combined
business profile
Target has field locations well
beyond the subsidiary
headquarters depicted
Design, installation, repair and maintenance of fiber optic, copper and coaxial
cable networks used for video, data and voice transmission
Design, installation and upgrade of wireless communications networks, including
towers, switching systems and "backhaul" links from wireless
systems to voice, data and video networks Cable
locating,
splicing
and
testing
of
fiber
optic
networks
and
residential
installation
of
fiber
optic
cabling
Emergency restoration services, particularly for infrastructure damaged by
inclement weather |
 20
Agenda
Transaction Overview
Appendix
Financial Summary
Business Overview
Target Overview
Credit Strengths |
 21
Long-standing relationship with blue chip customers
Stable revenue base
Breadth of service offering to meet customer requirements
Variable and scalable operating structure
Operating model focused on cash flow generation
Proven and experienced management team
Key Credit Highlights |
 22
Dycom has established relationships with many leading telephone companies, cable
television multiple system operators and electric utility companies
Target further strengthens customer base by a combination of enhanced presence
with existing customers and further diversity with new customers
Blue Chip Customer Base
Blue chip, predominantly investment grade, clients comprise the vast majority of
revenue Dycom Pro Forma Customer Mix
Note: PF numbers reflect Dycom FY2012 (28-Jul-2012) and Target LTM
30-Sep-2012 results. AT&T
9.9%
Comcast
9.5%
Verizon
10.8%
Other
47.2%
Windstream
9.6%
CenturyLink
12.9% |
 23
Durable Customer Relationships
Developed and maintained
strong, long-term
relationships that help
manage cyclical nature of
telecom and cable capex
spending
Significant number of these
customer relationships span
decades
The Company’s decentralized
operations create multiple
points of contact with
customers, numerous
individual relationships, and
numerous contract
opportunities per customer
Pro forma, Top 5 customers
account for 52.9% of
revenue
(a)
vs. 59.6% of
revenue for Dycom
standalone in 2012
Revenue
by
Customer
1
Revenue
(Top
5
Customers)
1
1
Numbers reflect Dycom standalone.
(a) Pro forma numbers reflect combination of Dycom last twelve months ended
October 27, 2012 and Target last twelve months ended September 30,
2012. $0
$50
$100
$150
$200
$250
$300
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Other Customers
Top 5 Customers
AT&T
Comcast
CenturyLink
Verizon
Adelphia
CharterComm
Time Warner Cable
Windstream |
 24
Stable Revenue Base
Master Service Agreements (MSAs)
Long-term
contracts
relate
to
specific
projects
with terms in excess of one year from the contract
date
Dycom is party to numerous MSAs and other
arrangements with customers that extend for
periods of one or more years and generally has
multiple agreements with each customer
Short-term
contracts
relate
to
spot
market
requirements
Significant majority of contracts are based on units
of delivery
Dycom’s revenue stream is primarily generated by long-term contractual
agreements Fiscal
2012
Revenue
by
Contract
Type
1
1
Numbers reflect Dycom standalone.
Master
Service
Agreements
70.3%
Long
-term
Contracts
10.3%
Short-term
Contracts
19.4%
—
Multi-year, multi-million dollar arrangements
covering thousands of individual work orders
—
Generally exclusive requirement contracts that
extend for one or more years |
 25
MSA and other long-term contracts
represent 80% or greater of total contract
revenues in recent periods
Increase in short-term contracts in fiscal
2012 from broadband stimulus spending
Stable Revenue Base
Historical Revenue by Contract Type
Historical Backlog
1
Numbers reflect Dycom standalone.
69.5%
76.0%
75.5%
70.3%
17.2%
14.6%
10.4%
10.3%
13.3%
9.4%
14.1%
19.4%
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
FY2009
FY2010
FY2011
FY2012
Master Service Agreements
Long-Term Contracts
Short-Term Contracts
Backlog comprised of the estimated
uncompleted portion of services to be
performed under job-specific contracts
Significant backlog growth in recent 3
year period from new contract awards
As of October 27, 2012, total backlog
and backlog to be completed in next 12
months at $1.376 billion and $822
million, respectively
$582
$640
$754
$909
$353
$474
$658
$656
$935
$1,114
$1,412
$1,565
$0
$400
$800
$1,200
$1,600
FY2009
FY2010
FY2011
FY2012
Backlog to be Completed in Next 12 Months
Backlog > 12 Months
1
1 |
 26
Breadth of Service Offering
Leading provider of services in a fragmented industry, with breadth and scope of
operations to support national customer base
—
As a service provider operating on a national basis, Dycom benefits from its
customers trending towards a consolidated vendor base with broad service
capabilities —
Strong
balance
sheet
and
scale
enable
the
Company
to
compete
for
large
contracts
which
further
enhance the depth of Dycom’s customer relationships
Despite its national scale, Dycom has decentralized operations that reflect the
importance of relationships at the local and regional level
|
 27
Variable and Scalable Operating
Structure
Scalable business model provides
operating flexibility
Highly variable cost structure allows for
efficient responses to changes in the
business environment as largest direct cost
is labor
—
Cost of labor managed by flexing the
size of the workforce and level of
subcontractors
—
Significant amount of project-related
inventory provided by customers
Number
of
Employees
1
1
Numbers reflected for Dycom standalone.
9,352
10,899
10,746
9,231
8,897
8,320
8,001
7,500
8,500
9,500
10,500
11,500
2006
2007
2008
2009
2010
2011
2012 |
 28
Operating Model Focused on Cash
Flow Generation
Solid cash flow from
operations and prudent
management of capital
expenditures has provided
strong liquidity position
Note: Leverage and Net Leverage excludes L/C’s.
1
Numbers reflect Dycom standalone. Capital expenditures are net of proceeds from
disposals of assets. Cash from Operations and Capex
1
Leverage
1
1.2x
1.2x
1.6x
1.7x
1.4x
1.0x
0.3x
0.4x
1.3x
1.0x
0.0x
0.5x
1.0x
1.5x
2.0x
FY2008
FY2009
FY2010
FY2011
FY2012
Leverage
Net Leverage
Low historical and net
leverage contribute to strong
balance sheet and provide
capacity for strategic
expansion
$104
$127
$54
$44
$65
5.1%
2.3%
4.7%
4.7%
4.4%
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
14.00%
0
20
40
60
80
100
120
140
FY2008
FY2009
FY2010
FY2011
FY2012
Cash Flow from Operating Activities
Capex % of Revenue |
 29
Proven and Experienced Senior
Management Team
Executive
Industry Tenure
Comment
Steven E. Nielsen
President & CEO
27 years
19 years with Dycom; prior experience with Henkels &
McCoy
Timothy R. Estes
EVP & COO
39 years
18 years with Dycom; prior experience with BellSouth
H. Andrew DeFerrari
Sr. VP & CFO
8
years
8
years with Dycom; prior experience with Ernst & Young
Richard B. Vilsoet
General Counsel
7
years
7 Years with Dycom as external counsel; prior experience
with Shearman & Sterling
Seasoned management team with several decades of combined industry experience
Dycom’s executive management team has successfully navigated multiple
business cycles with the Company emerging stronger and poised for continued
stability Subsidiary management has cultivated and maintained deep and
sustained relationships with decision-makers and local service
providers in their respective locales over time |
 30
Agenda
Transaction Overview
Appendix
Financial Summary
Business Overview
Target Overview
Credit Strengths |
 31
Historical and Pro Forma Financials
Revenue
Adjusted EBITDA
Adjusted EBITDA less Capex
2
Leverage
$131
$117
$86
$110
FY2008
FY2009
FY2010
FY2011
PF 2012¹
Dycom Adj. EBITDA
Target Adj. EBITDA
$179
$1,230
$1,107
$989
$1,036
FY2008
FY2009
FY2010
FY2011
PF 2012¹
Dycom Revenue
Target Revenue
$1,736
$69
$92
$39
$61
FY2008
FY2009
FY2010
FY2011
PF 2012¹
Dycom Adj. EBITDA
-
Capex
Target Adj. EBITDA -
Capex
$113
1.2x
1.2x
1.6x
1.7x
2.7x
1.0x
0.3x
0.4x
1.3x
2.5x
FY2008
FY2009
FY2010
FY2011
PF 2012¹
Leverage
Net Leverage
1
2
PF numbers reflect Dycom FY2012 (28-Jul-2012) and Target LTM 30-Sep-2012 results. PF
amounts and calculations herein derived from PF financial information filed by Dycom on Form
8-K on 28-Nov-2012.
Pro forma 2012 capital expenditures net of proceeds from disposals of $24.8 million for Dycom FY2012
and $1.1 million for Target for LTM September 30, 2012. |
 32
Agenda
Transaction Overview
Appendix
Financial Summary
Business Overview
Target Overview
Credit Strengths |
 33
Adjusted EBITDA Reconciliation
Pro Forma
LTM
2
Fiscal Year Ended
2
($ in millions)
July 28,
2012
October 27,
2012
July 28,
2012
July 30,
2011
July 31,
2010
July 25,
2009
July 26,
2008
Net Income from continuing operations
$40.2
$38.3
$39.4
$16.1
$5.8
$(53.2)
$24.4
Interest expense, net
28.9
16.7
16.7
15.9
14.2
14.5
12.4
Income tax provision
25.7
23.9
25.2
12.4
4.9
(1.4)
13.2
Depreciation and amortization
86.5
62.0
62.7
62.5
63.6
65.4
67.2
EBITDA
$181.3
$141.0
$144.0
$106.9
$88.5
$25.4
$117.3
Gain on sale of assets
(15.7)
(14.1)
(15.4)
(10.2)
(7.7)
(3.9)
(6.7)
Stock-Based Compensation
7.0
7.9
7.0
4.4
3.4
3.9
5.2
Charges for certain litigation matters
-
-
-
0.6
1.6
-
7.6
Loss on extinguishment of debt, net
-
-
-
8.3
-
(3.0)
-
Acquisition related costs
-
0.7
-
0.2
-
-
-
Write-off of deferred financing costs
-
-
-
-
-
0.6
-
Goodwill impairment charges
-
-
-
-
-
94.4
9.7
Reversal of pre-acquisition related accrual
-
-
-
-
-
-
(1.7)
Target Management Fees
3
6.9
-
-
-
-
-
-
Adjusted EBITDA
$179.5
$135.5
$135.5
$110.2
$85.8
$117.2
$131.2
Total Debt
$
478.6
$
187.6
$
187.6
$
187.8
$
135.4
$
136.3
$
153.4
Net Debt
$
442.9
$
132.8
$
135.0
$
143.0
$
32.1
$
31.6
$
131.3
Total Debt / Adjusted EBITDA
2.7
x
1.4
x
1.4
x
1.7
x
1.6
x
1.2
x
1.2
x
Net Debt / Adjusted EBITDA
2.5
x
1.0
x
1.0
x
1.3
x
0.4
x
0.3
x
1.0
x
1
1
PF numbers reflect Dycom FY2012 (28-Jul-2012) and Target LTM 30-Sep-2012 results. PF
amounts and calculations herein derived from PF financial information filed by Dycom on
2
Numbers reflect Dycom
standalone.
3
Target Management Fees adjusted herein represent other corporate charges of Target from the seller
which would not have existed on a pro forma basis and will not continue upon
the consummation of the Acquisition. Form 8-K on
28-Nov-2012. |