<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended July 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to _______
Commission File Number 0-5423
DYCOM INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-1277135
(State of incorporation) (I.R.S. Employer Identification No.)
4440 PGA Boulevard, Suite 600
Palm Beach Gardens, Florida 33410
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 627-7171
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, New York Stock Exchange
par value $.33 1/3 per share
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting common stock, par value $.33 1/3 per
share, held by non-affiliates of the registrant, computed by reference to the
closing price of such stock on September 26, 1997 was $213,408,461.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding as of September 26, 1997
Common Stock, $.33 1/3 10,870,252
The registrant's proxy statement for the Annual Meeting of Shareholders to
be held on November 24, 1997 (the "Definitive Proxy Statement") to be filed
with the Commission pursuant to Regulation 14A is incorporated by reference
into Part III of this Form 10-K.
<PAGE> 2
This amendment is filed to correct a typographical error that appeared in
Item 6. Selected Financial Data in the line item for the Company's total
assets in fiscal year 1995.
Item 6. Selected Financial Data
The following table sets forth certain selected financial data of the Company
for the years ended July 31, 1993, 1994, 1995, 1996, and 1997. The Company
acquired CCG on July 29, 1997. The acquisition has been accounted for as a
pooling of interest and accordingly, the consolidated financial statements
for the periods presented include the accounts of CCG. This data should be
read in conjunction with the consolidated financial statements and related
notes included elsewhere in this report.
<TABLE>
<CAPTION>
1993<F1> 1994<F1> 1995 1996<F2> 1997<F2>
____ ____ ____ ____ ____
In Thousands, Except Per Share Amounts
______________________________________
<S> <C> <C> <C> <C> <C>
Revenues $156,689 $152,647 $188,333 $195,260 $243,923
Income (loss) before
income taxes (31,778) (6,710) 8,874 11,381 19,042
Net income (loss) (31,013) (7,501) 5,141 7,664 11,219
Earnings (loss) per
common and common
equivalent share<F3>:
Primary (2.93) (0.71) 0.49 0.71 1.02
Fully diluted (2.93) (0.71) 0.49 0.70 1.02
Total assets 65,890 59,542 64,218 66,195 88,162
Long-term obligations 28,916 6,641<F4> 21,344 17,490 15,430
Stockholders' equity 15,374 8,132 13,319 21,182 33,752
Cash dividends per shar e -0- -0- -0- -0- -0-
</TABLE>
<F1>
The Company changed its method of accounting for income taxes as of
the beginning of fiscal 1993; the years prior to fiscal 1993 have not
been restated. The cumulative effect of the accounting change
increased the net loss by $2,286. Also, the Company wrote-off $24,285
and $1,423 of intangible assets in 1993 and 1994, respectively. In
fiscal 1994, the Company recorded a $1.7 million deferred tax asset
valuation allowance.
<F2>
The results of operations for fiscal 1996 and 1997 include a $1.1
million and $0.3 million reduction in the deferred tax valuation
allowance.
<F3>
The options to purchase common stock had an insignificant or anti-
dilutive effect on the per share amounts. See Note 1 to the
consolidated financial statements regarding the per share data.
<F4>
The outstanding borrowings under the bank credit agreement were
classified as a current liability at July 31, 1994 due to the
likelihood of covenant violations within the following twelve months.
But for the reclassification, the long-term obligations at July 31,
1994 would have been $25,515.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DYCOM INDUSTRIES, INC.
/s/ Thomas R. Pledger October 28, 1997
- ----------------------- ------------------
By: Thomas R. Pledger Date
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Name Position Date
/s/ Douglas J. Betlach Vice President, Chief October 28, 1997
- ----------------------- Financial Officer, and ------------------
Principal Accounting
Officer
/s/ Steven Nielsen President, Chief October 28, 1997
- ----------------------- Operating Officer, ------------------
and Director
/s/ Thomas R. Pledger Director October 28, 1997
- ----------------------- ------------------
/s/ Louis W. Adams, Jr. Director October 28, 1997
- ----------------------- ------------------
/s/ Walter L. Revell Director October 28, 1997
- ----------------------- ------------------
/s/ Ronald L. Roseman Director October 28, 1997
- ----------------------- ------------------
/s/ Ronald P. Younkin Director October 28, 1997
- ----------------------- ------------------
