Dycom Industries, Inc. (DY) Q1 2013 Earnings Report, Transcript and Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Dycom Results Conference Call. [Operator Instructions] As a reminder, today's call is being recorded. With that being said, I'll turn the conference now over to your host, Mr. Steven Nielsen. Please go ahead, sir.

Thank you, John. Good morning, everyone. I'd like to thank you for attending this conference call to review our acquisition of Quanta Services Telecommunication Infrastructure Services Subsidiaries, as well as our first quarter fiscal 2013 results. During the call, we will be referring to a slide presentation which can be found on our website, www.dycomind.com, under the heading Events. Relevant slides will be identified by number throughout our presentation. Going to Slide 2. Today, we have on the call Tim Estes, our Chief Operating Officer; Drew DeFerrari, our Chief Financial Officer; and Rick Vilsoet, our General Counsel. Now I will turn the call over to Rick Vilsoet. Rick?

Thank you, Steve. Referring to Slide 3. Except for historical information, the statements made by company management during this call may be forward looking and are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including those relating to the pending acquisition of Quanta Services' Telecommunications Infrastructure Subsidiaries announced yesterday are based on management's current expectations, estimates and projections and involve known and unknown risks and uncertainties, which may cause the company's actual results in future periods to differ materially from forecasted results. Those risks and uncertainties are more fully described in the company's annual report on Form 10-K for the year ended July 28, 2012, and other periodic filings with the Securities and Exchange Commission. The company assumes no obligation to update forward-looking statements. Steve?

Thanks, Rick. Moving to Slide 4. Yesterday, we announced after the markets closed our execution of a definitive stock purchase agreement to acquire Quanta Services' Telecommunications Infrastructure Services Subsidiaries for approximately $275 million in cash. These subsidiaries represent substantially all of Quanta's domestic telecommunications infrastructure services operations. The purchase will be financed through a new $400 million senior secured credit facility. It is expected to close, subject to customary selling conditions, by December 31, 2012. Going to Slide 5. This acquisition strategically strengthens our customer base, geographic scope and technical services offerings, reinforces our rural engineering and construction capabilities, wireless construction resources and broadband construction competencies, and creates scale as industry announcements indicates customer expenditures will be growing. It takes advantage of a very attractive financing environment to drive strong investment returns. And most importantly, brings us an experienced management team with a solid industry reputation. Moving to Slide 6. The acquired subsidiaries operate nationwide from principal business locations in Arizona, California, Florida, Georgia, Minnesota, New York, Pennsylvania and Washington. They are currently serving over 300 customers in 49 states, and employ more than 2,400 personnel. For the trailing 12-month period to September 30, these subsidiaries generated revenues of approximately $535 million, of which approximately $138 million related to projects funded in part by the American Recovery and Reinvestment Act. Most importantly, these businesses have individually provided, literally, decades of dedicated service to our joint customers, we are proud to add them to our company. Going to Slide 7. This charts represent the enhanced customer relationships and increase customer diversity created by this transaction. We believe the scale created is well-timed to take advantage of emerging growth opportunities and to provide even better service to our combined customers. Moving to Slide 8. Financing for this acquisition will be provided by a new 5-year $400 million senior secured credit facility consisting of $125 million term loan A and a revolver. The new facility contains terms and covenants reflecting a larger combined business, and we expect ample cash flows to reduce borrowings in the near to intermediate term. The acquisition is structured as a purchase of assets for tax purposes, and accordingly produces attractive and substantial cash tax benefits. And as a result of all of these factors, we will possess a strong balance sheet and ample liquidity post closing. Going to Slide 9. Looking ahead, we expect calendar year 2013 revenue for the acquired subsidiaries to range from $400 million to $450 million; onetime transaction and integration costs of approximately $12 million to $15 million. And excluding onetime costs, we are currently expecting $0.05 to $0.10 per share of earnings accretion on a first year basis after substantial first year non-cash amortization expense. In sum, we are pleased to grow our company in a time of increasing opportunities with a strong complementary management team and dedicated employees. Now moving to Slide 11 and the review of our first quarter fiscal 2013 results. As you review these results, please note that we have included adjusted EBITDA, certain revenue amounts excluding storm restoration services, certain expense amounts excluding acquisition related costs and adjusted earnings per share, all of which are non-GAAP financial measures to our release and comments. See Slides 19 through 22 for a reconciliation of the non-GAAP measures to the GAAP measures in the slide presentation provided for this call. Revenue for the quarter increased year-over-year to $323.3 million, an increase of 1.2%. After excluding storm restoration services of $3.7 million from the year ago quarter, revenue grew 2.4%. Volumes during the quarter were solid from telephone companies as a whole, with some companies growing meaningfully while all carefully managed routine capital and maintenance expenditures. And spending by cable customers also increased year-over-year in line with spending by telephone companies. Gross margins increased by 33 basis points year-over-year reflecting improved operating trends. And general and administrative expense were up slightly as a percentage of revenue year-over-year, reflecting increased non-cash compensation due to the timing and type of employee equity awards in recent periods, offset in part by continued good cost discipline. All of these factors produced adjusted EBITDA of $40.4 million for the first quarter or 12.5% of revenue. Net income of $0.36 per share for the first quarter declined from last year's earnings per share of $0.38, reflecting higher non-cash compensation expenses and less other income as we reduced the amount of assets we sold during the quarter. After $27.7 million in operating cash flow in the quarter, liquidity was solid with cash and availability under our current credit facility, totaling $236 million after repurchasing 1,047,000 shares of common stock at an average price of $14.52. Going to Slide 12. During the quarter, we experienced the effects of a steady industry environment. Revenue from CenturyLink was $44.4 million or 13.7% of revenue. CenturyLink grew 8.4%. AT&T was our second largest customer at 13.5% of total revenue or $43.7 million. Revenue from Comcast was $41.2 million or 12.7% of revenue. Comcast was our third largest customer and grew over 1.3% year-over-year. Verizon was Dycom's fourth largest customer for the quarter at 10.2% of revenue or $33 million. Revenue from Windstream was $30.3 million or 9.4% of revenue. Altogether, our revenue grew 2.4% after excluding storm restoration services, representing our seventh consecutive quarter of organic growth. Our top 5 customers combined represented 59.6% of revenue, growing 1.8% organically, while all other customers increased 3.1%. Now moving to Slide 13. Backlog at the end of the first quarter was $1.376 billion versus $1.565 billion at the end of the fourth quarter, a decrease of approximately $189 million. Of this backlog, approximately $822 million is expected to be completed in the next 12 months. Both backlog calculations were in line year-over-year, reflecting solid performance as we continue to book new work and renew existing work and look forward to substantial future opportunities. With AT&T, we secured a new 3-year construction and maintenance services agreement in South Carolina, as well as expanding for 3 years an existing South Carolina agreement. For Charter, we secured an improvement project in Alabama. With Time Warner, we secured a 1-year facility locating agreement in California. From Questar, several pipeline construction projects in Utah. And finally, we secured rural broadband projects in a number of states including Kentucky, Georgia, North Carolina and Missouri. Headcount declined slightly during the quarter to 8,001. Now I will turn the call over to Drew for his financial review.

Thanks, Steve, and good morning, everyone. As a reminder in today's conference call materials, there is disclosure of certain non-GAAP measures including items such as organic revenue growth and adjusted EBITDA. In the materials, we have provided a reconciliation of these non-GAAP measures to the comparable GAAP measures. Going to Slide 14. Contract revenues for Q1 of 2013 were $323.3 million. And we experienced solid growth from telecommunication customers up to $279 million or a growth of over 7%, after excluding approximately $3.7 million of storm-related revenues from the year-ago period. Net income non-GAAP for the current quarter was $12.3 million or $0.36 per share compared to net income of $13 million or $0.38 per share for Q1 '12. Turning to Slide 15. Revenue grew 2.4%, after excluding storm revenues from Q1 '12 from growth within existing contracts and from rural broadband projects. Adjusted EBITDA non-GAAP was at $40.4 million or 12.5% of revenue and consistent on a year-over-year basis. On the cost side, margins increased 33 basis points year-over-year from improved operating performance. Other income decreased $1.3 million as a result of lower asset sales in the current period. Turning to Slide 16. Our financial condition is strong and our liquidity is robust. We ended the period with approximately $54.7 million of cash on hand and operating cash flows were strong at $27.7 million. Capital expenditures net of disposals were $10.5 million for the quarter. Gross CapEx was approximately $12.5 million. On our senior credit facility, there were no borrowings outstanding and we ended the period with full availability after providing for $44.1 million of outstanding Letters of Credit. During the quarter, we repurchased 1,047,000 shares of our common stock in the open market for approximately $15.2 million or $14.52 per share. At the end of Q1 2013, we had approximately 32.6 million shares of common stock outstanding. On a fully diluted basis, weighted average shares were approximately 33.7 million shares. As Steve mentioned, we will finance the announced acquisition through a new 5-year $400 million credit facility with terms and covenants that reflect the larger combined business. We believe the cash flows of our larger combined business will be used to reduce borrowings in the near to intermediate term. Also, since the acquisition is treated as an asset purchase for tax purposes, we will get a step-up basis of the assets and we expect to have tax deductible amortization near $10 million annually over 15 years. The present value of the cash tax effect of this amortization is substantial and reflected in our valuation of the business. Now I will turn the call back to Steve.

Thanks, Drew. Going to Slide 17. In summary, within a slowly growing economy, we experienced the effects of a solid industry environment and capitalized on our significant strengths. First and foremost, we maintained solid customer relationships throughout our markets. We continue to win projects and extend contracts at attractive pricing. Secondly, the strength of those relationships and the extents of market presence they have created has allowed us to be at the forefront of evolving industry opportunities. The end market drivers of these opportunities remain firm, and after recent announcements appear poised to strengthen. Industry participants continued to aggressively extend fiber networks for wireless backhaul services. These services are now planned for micro cells, as well as macro cells. Broadband stimulus funding is supporting world telecommunications network construction. Recent federal regulatory changes are expected to further support this trend. Cable operators are continuing to deploy fiber to small and medium businesses and with increasing urgency. Interestingly, one very large telephone company has also announced it is extending its fiber network to multi-tenant business buildings, in fact, to 1 million locations. Wireless carriers are upgrading to 4G technologies creating meaningful growth opportunities in the near to intermediate term, as well as planning to increase macro cell density. And finally, telephone companies are deploying fiber to the home or node technologies to enable video offerings. An in fact, in one notable and very significant instance, have announced a reacceleration in spending over the next 3 years. Across all of these opportunities, we have increased profitable market shares, our customers are consolidating vendor relationships and rewarding scale. Our acquisition will support this trend. In sum, we believe that our leading presence and soon-to-be-enhanced scale enables us to meaningfully take advantage of industry developments among service providers of our size or larger. We believe we are uniquely positioned, managed and capitalized to meaningfully experience an improving industry environment to the benefit of our shareholders. Now moving to Slide 18. As we look ahead to a solid industry environment, our expectations reflect the following views. Please note these expectations regarding revenue and operating results exclude the effects of our announced acquisition. Revenues which are improving year-over-year, excluding storm restoration services; margins, general and administrative expenses and other income in line with previous expectations; subject to our pending acquisition, strong cash flows dedicated to debt repayment; and finally, we are confident that solid operations will continue for a sustained period. Accordingly, we expect for the second quarter of fiscal 2013: Revenues which are slightly up year-over-year after excluding approximately $9 million from storm restoration services associated with Hurricane Sandy; gross margins up 75 to 100 basis points year-over-year; general and administrative expenses which declined slightly on a sequential basis, reflecting lower stock-based compensation expense; depreciation and amortization which is slightly down on a sequential basis; and other income which decreases sequentially by approximately $800,000 from the first quarter of 2013. As the nation's economy continues to grow slowly, we remain encouraged that our major customers possess significant financial strength and remain committed to multi-year capital spending initiatives, which in some cases, they are reaccelerating. We remain confident in our strategies to prospects for our company, the capabilities of our dedicated employees and experience of our management team who have grown our business in capitalization many times before. We are excited to add the significant strengths of our soon-to-be acquired subsidiaries to our own. Now, John, we will open the call for questions.

[Operator Instructions] And first in line, we have Richard Paget with Imperial Capital.

I wonder if you could talk a little bit more about your expectations for the acquired business going forward? I mean, given your guidance, it looks like there's going to be a bit of a drop off on the revenues, but if I look at the backlog for the Quanta business, it seems like it's relatively steady. Was there a big contract in there? And then what about margin expectations going forward? It looks like EBITDA margins have improved in that business and it's somewhat similar to where yours are? Do you expect those to hold and are there any synergies you're going to be able to boost profitability in that going forward?

Sure, Richard. Just a couple of things to note. In Quanta's segment disclosure, it's not exactly correlated to the businesses that we're buying, so they are slightly different, which is why I've been careful as to how we characterize what we're acquiring. And also, in their segment disclosure, they do not push back some general corporate expenses, which we will be dealing with as part of the transaction. I think what we're thinking about next year is they have a substantial piece of business, it's stimulus, that's why we identified that, [indiscernible] that coming out through the year. We actually think if you rebased the business x stimulus, we see growth opportunities next year. And we're confident that after we get through the integration phase, because this is a large acquisition, that we will be able to deploy certain best practices and other approaches to the business that will enable us to grow their margins over time. And in fact, if you kind of think about our margins as more of a construction versus installation and locating, we actually have a little better margins in our construction businesses than in what we're acquiring. So we think that's an opportunity to create value going forward.

Okay. And then just a couple more, I guess, nuts and bolts on the acquisition. The $12 million to $15 million in acquisition expense, is that mostly going to be in the calendar first quarter of next year or is it going to spread out a little bit? And then, Drew, if you could give us the interest rates on the term loan and the revolver. And then finally, maybe you could talk a little bit more about the genesis of the deal. Did they approach you? Did you approach them? How did everything kind of come together?

Sure. Drew, why don't you work through the integration and transaction cost?

Sure. Richard, on the acquisition costs, we expect approximately $7 million in the quarter related to the transaction. And then as far as on the financing side, the financing is expected anywhere [indiscernible] with LIBOR plus $200 million, right in that range.

And that's both on the term end or lower?

That's correct.

That's correct. So as you could see, a pretty attractive interest rate given where LIBOR is right now. Very accretive economically. So I think with respect to the discussions, I think what we'd say is we had some preliminary discussions that started over the summer. Those accelerated in the last 6 weeks, and I think it was a good process where we're both working together to a good outcome for both of us.

And next, we'll go to Saagar Parikh with KeyBanc.

So quickly off to your last -- well, your last answer. Is there anything changed? Did anything change within the last 3 months, 6 months, 9 months that made you more comfortable or made you think, okay, let me go get -- or let us go and look for a bigger acquisition or -- to add to our wireline businesses?

Yes. I think there's a couple of things to keep in mind and we highlighted that in our comments. I mean, this is a group of companies that Quanta acquired for the most part in the late '90s. They are very strong subsidiaries. They have histories that go back like ours do, literally, for decades. And so we looked at this as kind of an opportunistic potential to really take a look at some businesses that got some very good management when they were originally acquired, and that management is still with the businesses today. So I think about this as, really, another great opportunity to get together with some folks that I looked at their businesses, 10, 12, 15 years ago. And I think in terms of the overall environment, clearly, the AT&T announcement on November 7 with an incremental $14 billion of CapEx, of which it's both wireless and wireline, as well as all of the cable company announcements highlighting increased spending in their business area tells us that this is a good time to create scale. It's a good time to get together with management teams that have decades-long reputations in the marketplace. And so when presented with that opportunity, we thought it was the right thing to do for shareholders.

All right, perfect. And then a follow-up on -- data has been showing that U.S. housing market is slowly and gradually coming back. I'm assuming -- I mean this gives you guys a pretty nice opportunity once the market does come back if it does in 2014, 2015. Can you just talk about U.S. housing or the housing market in general is positively impacted you guys in the past, and then what you see going forward with this acquisition?

Well, we clearly -- we've always had a component of our business that we identified as anywhere from 6%, 8%, 9% of the business that was directly impacted by housing. The housing bust of '08, '09 and '10 essentially took that out of the business, it also reduced household formation and business formation that drove other indirect impacts on our revenue. So clearly, as that business comes back, that will create opportunities to deploy networks, it will also increase household and business formation that will drive activity across all of our businesses. And in fact, some of the acquired businesses are in markets that we think are pretty attractive. I mean, West Coast, the Southwest, Colorado, other portions of the East Coast that we overlap and serve where there will be synergies. So we think housing is important.

And Steve, is there a way to quantify that indirect impact you guys have had in the past in terms of revenue percentage?

You know, if you say direct, call it 6%, 7%, 8%, 9%. Indirect could be a substantial portion of that again. I mean, when our customers grow subscribers, grow customers, they feel better about CapEx, they feel better about improving their network and spending more dollars on it. So there's nothing like household formation if you're a telephone or cable company and are growing your business that will spur you to think about additional investment.

All right. And last question, I'll hop back in queue. With your share buyback, you guys bought a good portion of $15 million or so in the quarter, I think that leaves around $11 million or $12 million remaining, with the acquisition and with you guys wanting to pay off the interest that you'll be taking or the additional debt you'll be taking on, should we think that share buybacks will be put on the side now for little bit?

What we actually -- I believe, after this $15 million, we have about $23 million -- $22 million, $23 million left. This is a big acquisition. We got lots of activity. The company's been very busy. When it closes, we're going to be focused on integrating the businesses, taking advantage of some opportunities and delevering. And this is a great time of year for us to do this acquisition, because it's the strongest seasonal period for generating operating cash flow. And so we think we can make a nice dent in the leverage coming right out of the closing, so we feel good about delevering the business. And I think the other point to make with respect to share repurchases, we've reduced the share count now from 41 million to a little bit over 32 million. That make this deal more attractive from an accretion perspective to our shareholders. So it's part of a long-term plan over the last 3 years for which this acquisition was even better based on share repurchase and capital allocation decisions we've made in the past.

And we'll go to James Gitchell [ph] with Goldman Sachs.

I was curious if you could give us a sense of -- I know you talked about what your expectations for the revenue contribution for the acquired businesses is going to be over the coming 12 months, but is there any way -- can you talk at all about what you think the EBITDA contribution for the business will be?

Yes. I think what we're modeling is that when we get everything fully allocated, we kind of see a double-digit EBITDA margin. We got a lot of integration efforts to undertake and so we're not going to be aggressive on that. But if you take our revenue expectations and kind of think $40 million to $45 million of EBITDA, that's where we see the business in calendar '13.

Okay. Great. So it's also reasonable, I guess, in that context to anticipate that the companies in that leverage ratio in terms of net debt to EBITDA on a pro forma basis is likely to be somewhere in that sort of 2x to 2.5x range, is that pretty reasonable?

Yes. This is a business that delevers pretty quickly. And the other thing is based on the tax benefit, we started saving tax dollars the day we closed, which are substantial given the way that transaction was structured.

Okay. Great. The only other question I had, I just wanted to clarify that this is the case. As you sort of move from the LTM sort of revenue number that you shared in the press release to the -- sorry, calendar 2013 expectation that you've set, I mean, after that, I guess is it fair to think that, that $400 million to $450 million is sort of a new base line for the business from which you could grow or is there more stimulus-related business that's going to sort of continue to roll out of the revenue over time and subsequent periods?

That's a good solid baseline. I mean, we see opportunities in our legacy business and we see opportunities in the acquired business. It is hard to underestimate over the next 3 or 4 years the impact of AT&T's announcement, not only on their own spending, but as other participants in the industry react to that and think about what's best for them, as well as an improvement in the housing industry. I mean, just to give you some sense of the geographic scale of the combination, with some limited gaps, we'll be able to drive from our office here in West Palm Beach to Lake Erie through a territory that we serve for a cable operator or phone company. This is a pretty significant footprint that we've acquired, which will lever us to a more general economic improvement, particularly in housing.

Our next question is from Adam Thalhimer with BB&T Capital Markets.

Steve, with regards to the AT&T infrastructure spend, how would you compare that to kind of previous telcos' spending initiatives?

I think, if you think about the magnitude of the number over a 3-year period, it's actually, between wireless and wireline, larger than the peak years of bios, so it's pretty significant there. And I also think it's a great opportunity with AT&T. They have some great plans that they've laid out for shareholders and their customers. But clearly, when they set a course across 22 states, there are certainly things that are going to impact other providers. And I think you see that some of the announcements, clearly, the cable companies are accelerating their approach to business services, that's a great thing for us. And I think you'll see other phone companies, particularly CenturyLink who's identified their Prism TV offering as something that they also like to accelerate.

Great. And how should we think about the timing of the AT&T spend? I mean, does it feel like they're ready to go in Q1 of '13 or is this something where it would took them longer to get everything in order before they really start to ramp up spending?

I think it will accelerate through calendar '13. I can tell you that right after the announcement, they actually had some engineering RFPs that the industry was talking about, so they've been thinking about it. And as AT&T highlighted in their presentation, these are all technologies that they've rolled out before, they know how to do. This is not something that they're going to be kind of initiating for the first time. And so I -- they're a very well-led company, if they say they can get it done, I'm sure they'll get started soon.

Okay. And then 2 questions on the deal. Can you give us a sense of how much non-cash amortization there is in year 1, and how that changes in the out years? And then also, what kind of cash flow do you expect from the acquired businesses, including the tax benefit?

Go ahead, Drew.

Sure. Adam, on the non-cash amortization we're thinking of, and these are preliminary, but we're thinking about it, from a modeling perspective, about $15 million to $17 million in the first period, pretax. That falls down to about $10 million to $12 million, and then it kind of levels out over the remainder.

And then in terms of the cash flow, Adam, I'm not exactly sure how to think about it. We talked earlier about kind of $40 million to $45 million of EBITDA. But the tax benefit is available to us irrespective of where the cash flow comes from. So because we file a consolidated tax return, that $10 million in deduction will come through to us on Dycom -- on legacy Dycom earnings, plus the acquired companies. So it's just an after-tax benefit.

Our next question is from Simon Leopold of Raymond James.

I wanted to see if we could just get a couple of housekeeping items out of the way first, specifically, the split between cable and telco, and then the customers 6 through 10 if you might?

Great. Thanks, Simon. This is Drew. Telco is at 58.6%, cable is at 27.7%. And then 6 through 10 are Charter at 6.8%, Time Warner Cable at 5%, Frontier at 1.8%, Bright House Networks at 1.7%, and then Cablevision at 1.3%.

Great. And I'm just wondering how you're thinking about your organic growth in calendar '13 because you've kind of set a level for the acquired business, just wondering if we could get a framework for what kind of growth rates you're thinking about organically?

We think that trend improves from where we are here at kind of 1% or 2%. I mean, it's difficult to tell, as the prior -- previous question raised, exactly when AT&T kicks in. But I would also tell you that there's more discussion in the cable industry around projects for next year than we seen in quite some time. There was a show, industry show, about a month ago and all of our folks were encouraged about the number of inbound increase we've got about projects for '13. So we are still -- we will still be tempered in our expectations. We've got a lot of work to do on integration, but we believe we do it with a backdrop that's positive.

Okay. And then when we think about modeling the acquired business, how should we think about incremental SG&A costs or how do you expect to split the expenses between your cost of goods and your operating expenses?

Simon, everything is still preliminary as we work through signing the closing period. We'll provide an update with more granularity after closing. I think, what I would say, generally, is that their businesses are very similar to our businesses. And that over time, we don't see anything structural in the way they are managed that would tell you that their margin profile over a year or 2 period won't converge with our existing structure, margin structure. And in fact, hopefully, we'll get better together than we were separately.

So part of what's behind that question is I'm just wondering if you've got a synergy aspect in terms of SG&A or whether we should just assume that you'll pick up their SG&A percentage as relative and incremental?

Yes. I think, the issue, Simon, for modeling for The Street is, once again, the segment is not exactly identical to what we're acquiring, and as the segment disclosure notes, there are some general corporate costs that they did not push down those segments. So from our perspective, we're not modeling any synergies based on kind of those results that we gave you. Once again, we know there will be, we'll go back and renegotiate vendor agreements for scale, we'll do other things that will drive those synergies. But they're not -- this is not a simple strategy where you take out a layer of overhead, which is not the plan, and have that coming out of the deal just because it is a carve out of a larger public company.

Okay. And then just one last one. Just wondering if you've got some way to quantify or identify any potential overlap in terms of revenue business opportunities, where there are certain markets where you might have been bidding against the planned acquired business? So just trying to think about how much revenue cannibalization there might be.

Yes. I think one of the great things about this deal that we identified in our preliminary discussions was that over the last 10 years, we couldn't identify on either side where we had taken a meaningful contract opportunity from the other party. So it's a big industry, we both had scale, but we have picked different geographies, in some cases, to focus on. And so, really, we don't see cannibalization. In fact, we think, particularly in the resources that they put together for wireless, we think that our relationships may be able to accelerate some growth opportunities in that part of the business. So we don't see any cannibalization. And in fact, one -- we filed for Hart-Scott earlier in October and it cleared last week, and so there are no antitrust issues associated with closing.

Our next question is from John Rogers with D.A. Davidson.

Steve, I guess, if we could just go back to the revenue outlook a second. The 20% decline in the business that you're talking about, 12 months ended September of calendar '13, is it -- was that in their plan or did you look at this business, and say, there's just things that we're going to consolidate out of here or close down or whatever?

So John, that's not the way we thought about the business and certainly not the way -- I don't believe they can speak for themselves about the way they thought about the business. I mean, they have certainly have great success in securing stimulus projects. And quite honestly, their stimulus run rate is in excess of our own, so it's a larger percentage of their business as it's smaller than what we had. What we're trying to do is go into the acquisition with the right set of expectations that says, we know that the stimulus as a direct identified catalyst will be coming out of the business. Now there are certainly catalysts for growth in their business, they have a pretty robust business planning process with their folks. Their folks are incented. They will always be looking for growth opportunities and we're excited to help them take advantage of those, post closing. But we wanted to make sure that we had a reasonable expectation for next year, given that, that stimulus was coming out of the business.

And I mean that sounds conservative, I mean, given you're talking about 1% to 2% organic growth in your business...

But once again, John, if you think about our business, our stimulus as a percentage was significantly -- is significantly less. We have more exposure to wireless, which is a growth opportunity for us and we also have a greater exposure to AT&T directly. Now that being said, they certainly have some opportunities in their business that we had not identified and that's part of the benefit of this deal is to put 2 entrepreneurial management teams together, working for more opportunity. We think we'll be able to find it. But there's -- the deal makes sense financially for our shareholders. On a reasonable set of expectations given the magnitude of the transaction and the amount of integration, it just doesn't make sense to be aggressive when 2014 is coming, with AT&T and housing, and a recovery in the economy and some other indirect effects that we think AT&T will generate. Just not a point to get ahead of ourselves. If you're right, we'll be very pleased and so will our shareholders.

And the other thing I was wondering, on a pro forma basis, you gave us this chart of $1.7 billion combined revenue. How much of that -- and I realized people define this a little bit differently, but is wireline versus wireless?

Well, I think a couple of things to keep in mind and at least the way we think about it, so if you look at it wireless, I guess, as the number of pro forma is about $90 million to $100 million, and that's a guess. But I think that's reasonable on a trailing basis. Our business is growing in wireless, their business is growing in wireless, so it will grow as a percentage going forward. If you look at the wireline piece of the business, we think about the cable companies as wireline suppliers, but driven by different dynamics than -- or at a point in time different dynamics than the phone companies'. And I understand that the perceived wisdom on The Street is that wireline is not an area where people will be expected to invest. Of course, 12 days ago, somebody decided to spend $6 billion on it -- over $6.5 billion in the next 3 years, so sometimes the conventional view on these things can prove to be not always accurate.

And then lastly, Steve or Drew, on the $275 million, how much of that is intangibles versus hard asset?

Sure, John. And this is preliminary because I've worked through it and then closing date as well, which will dictate where the ending balance sheet ends up, but what we're thinking around $160 million of intangible assets split between amortizing intangibles and goodwill.

And the -- sorry, and lastly, the December 31 closing, you're pretty comfortable with that?

Well, John, what we said is we expect to close no later than the 31st, I mean there are a number of minor customary closing conditions that we're going to work through expeditiously. As we said, the primary issue of concern is not a concern because we cleared Hart-Scott. So we're going to work through these things with a plan and as soon as it's -- as soon as those plans are completed, we'll close.

And we'll go to Christian Schwab with Craig Hallum Capital Group.

As you look at that $400 million to $450 million, Steve, what percentage of that roughly do you believe is under long-term contract?

We haven't broken that out in the way we traditionally have done it. We're still sorting through that. But my guess is that there's a good half of that or a little bit better that we would consider master contracts, and maybe a little bit more. We've had a lot of work to do here, Christian, in the last 3 to 4 weeks, but I think that's a good sense of where it is.

And we'll go to Alex Rygiel with FBR.

I've got a lot of questions, but let me just start with 1 or 2 here. What was the wireless contribution in the fiscal first quarter to your business?

I don't have that broken out, but I think it's about $17 million to $18 million, something like that.

And I've got to come back to John's question with regards to the baseline guidance of $400 million to $450 million. Is that baseline the trailing 12-month baseline or is that the forecasted baseline?

No. We worked through a forecast. We've got a set of projections by business unit the way we normally do on our planning process. And remember, that's also calendar, right. So that's for calendar '13 because that's the way they had put together and the way we'd evaluated the business.

And does that $400 million to $450 million include any revenue from stimulus projects? And if not, can you quantify what that could be in 2013?

There are some minor amounts of stimulus projects and then there may be additional. I mean, we are still seeing limited opportunities ourselves and I'm sure they are also. With projects, particularly, ones that are in the northern climate, where the spring season is when they'll kick off. So there are some in there, but not a significant amount.

Is your backlog methodology any different than their backlog methodology, of which they had $349 million of backlog in their telecom business at the end of the third quarter?

Yes. Alex, once again, the segment doesn't necessarily correlate identically to what we're acquiring. And we're comfortable with our forecast based on our backlog methodology. We quite honestly didn't do a whole lot of debits and credits to try to figure out exactly what their methodology indicated.

And I am sure you and your board did a lot of work on evaluating how exactly to spend $275 million, whether or not you make an acquisition or you continue with your buyback program. Clearly, your board has been motivated to buy back a lot of stock. What were the 2 or 3 primary reasons to make the acquisition rather than accelerate a more aggressive buyback program?

Well, I think every strategy has a season and an opportunity, right. So we saw the opportunity to buy back shares when they were undervalued, reduce the outstanding stock, outstanding shares. But in this particular case, as we said earlier, this is a group of businesses that have well-established industry reputations, management teams where founding management is still actively involved in the business. We see the opportunity to grow the footprint in front of what we see are improving opportunities. And then, like any other deal, it's got to make financial sense. And given the cost of debt right now and given the ability to acquire new cash flows with that cost of debt, particularly when we can delever relatively quickly over the intermediate term, it just makes all kinds of financial sense. It clearly has a -- at least, as we modeled it with some reasonable assumptions, it has a return that clears our weighted average cost of capital by a nice margin. And ultimately, that's what we're supposed to do.

And we'll go to Noelle Dilts with Stifel, Nicolaus.

So first of all, I mean, I hate to hound you again on the guidance, but on the revenue guidance for the acquired operations. But I'm just looking back at Quanta's third quarter conference call transcript, and they say, specifically, that they expect broadband stimulus projects to continue through the rest of calendar '12 and well into '13. I mean, what do think is driving the differential that you guys are seeing in terms of that kind of -- I think, the low end assumes that kind of falls to 0 in '13 versus what Quanta is saying here?

I mean, Noelle, quite honestly, we didn't spend a whole lot of time thinking about it from their perspective. I mean, there are clearly opportunities that could make this number better, but when I look at cash EPS accretion north of $0.30 and attractive structuring and a good set of businesses, we are not incented to sit there and create a forecast that's overly aggressive, particularly, in a year where we're going to be integrating 8 business units. I mean, there's going to be a lot to do, we're going to be a much better and stronger combined company when we do that. But to be aggressive on the forecast just doesn't make sense to us.

Okay. So looking at your core business, your guidance for fiscal '13, you say in your guidance that you're looking for a margin guidance consistent with what you said at the end -- at the fiscal fourth quarter. So I think that implies pretty much flattish operating margins year-over-year. You started the year off with some nice margin improvement in the first quarter, you're guiding to some margin in the second -- expansion in the second quarter. So can you just comment on what maybe this implied year-over-year margin decline in the back half, is again conservative or if there's something else that you're expecting [indiscernible] to decline?

So we would like to continue to outperform rebased expectations, okay. And I think that's it. I think we have to see what next year brings. I mean, clearly, we got to not to trot out the fiscal cliff, but there are some uncertainties in the macro economy that we need to see ourselves work through. And once again, to get aggressive just doesn't make sense to us to where -- where the businesses is, is in a good place. Throwing off lots of cash, able to do significant things like expand the footprint through this acquisition and do it off of a reduced share count that we got to without increasing the risk on the overall business. It just -- there are some uncertainties in the wide world, but I mean if those were to dissipate and housing were to pick up and we had more customer announcements analogous to AT&T as people sorted through their reactions to that announcement, then we'd be more constructive. But there's just no point to get ahead of ourselves right now.

Okay. And then could you just comment on over the long term -- I'm sorry, if you I missed this earlier, what you're looking at in the terms of your target debt to cap -- target capital structure whether you're looking at that from a debt-to-cap perspective or a debt to trailing 12-month EBITDA?

I mean, I think we've been comfortable at 2x leverage and we think we can get there relatively quickly in the intermediate term. And while we like the cost of the debt, we also recognized leverage to cap and so we're going to manage that prudently, we're going to continue to do a good job at reducing working capital and being prudent around our capital investments.

And we have a follow-up from Richard Paget.

Just real quick, with the different geographies, is there any difference in seasonality with the acquired business?

I think, historically, if you're just looking to segment results, and once again to remind you, it doesn't necessarily correlate exactly to what we're acquiring, their calendar March quarter is somewhat weaker because they do have a significant and very able business up in the upper Midwest, it does have more pronounced seasonal effects. And they also have a pretty good presence on the West Coast and in Arizona, where you have less seasonal effects. So I think, generally, if you go back and look at their quarterly results, their March quarter is probably the most seasonally impacted. My guess is that's going to be somewhat our structure when we restate the calendar, that December, January, and in their case, maybe February, theirs is a little more impacted than ours is.

And we have a follow-up from Alex Rygiel.

Steve, drilling down on the fiscal first quarter, the contribution from the wireless segment. It seems to be very disappointing relative to maybe where we could have been when we look back 9, 12 months ago when you signed the agreement with AT&T to ramp up work on their wireless contract. What has changed in the last 6 months that's caused maybe AT&T Wireless to ramp a lot slower than what you had anticipated? And when we look at over the next 12 months, can we get back to the original plan with that customer or has something fundamentally changed?

There's nothing that fundamentally changed, it's a big contract, it's a big customer, we are very pleased with how it's performing. We understand our customer is generally pleased with how we're performing and it accelerated through the quarter. We continue to see with some seasonality that continuing in this quarter and that it just -- it's a good contract and we're pleased with it.

And what do see the margin profile of that wireless business looking like?

It's attractive. It is attractive to our core margins.

And we have a follow-up from John Rogers.

Steve, just on the storm restoration work that you noted $9 million in the current quarter. Is that essentially all just Sandy-related work?

Yes, John, that's all Sandy. It had some impact on the core business, we provide a fair amount of cable services in New York City, as well as New Jersey. And so it's not all incremental because there's been some offset, that the storm is not all been incremental because of the offset to those businesses. But gasoline is available, works getting -- we're back to business as usual in large part on our core business and there's still some storm restoration we're completing.

Okay. So the -- I guess so the -- I forget my notes, but modest organic growth, that does incorporate the loss?

Yes, that is correct. That is correct.

Okay. And any idea how significant that was?

It's $1 million or $2 million, John. I mean, it just -- it was not a helpful situation. And our employees have done a great job. That kind of restoration work in those conditions, particularly when it's cold, is not fun. And particularly for those people who are residents in the area, for those employees that live there, it has been a tough time. And we really appreciate all that they've done for their customers.

We have no additional questions in queue.

All right. Well, we appreciate everybody dialing in for this call. And we look forward to speaking to you again at the end of February on our second quarter. Thank you.

Ladies and gentlemen, that does conclude your conference for today. Thank you for your participation, you may now disconnect.