8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of earliest event reported): August 24, 2010

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida	001-10613	59-1277135
(State or other jurisdiction) of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

11770 U.S. Highway One, Suite 101

Palm Beach Gardens, Florida 33408

(Address of principal executive offices) (Zip Code)

(561) 627-7171

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 7.01 Regulation FD Disclosure.
	Item 9.01 Financial Statement and Exhibits.
SIGNATURES
EX-99.1
EX-99.2
EX-99.3

2 

Table of Contents

Item 2.02 Results of Operations and Financial Condition.

On August 24, 2010, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2010 fourth quarter and annual results. Additionally, on August 25, 2010, the Company made available a slide presentation to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release, slide presentation, and transcript of the conference call are furnished as Exhibits to this report on Form 8-K and are incorporated herein by reference.

The press release, slide presentation, and transcript of the conference call include certain Non-GAAP items that are set forth in the GAAP reconciliation schedules provided in the release and slide presentation. The Company believes these Non-GAAP financial measures are useful to investors because it allows for a more direct comparison of the Company’s performance for the period with the Company’s performance in the comparable prior-year periods.

The information in the preceding paragraphs, as well as Exhibits 99.1, 99.2 and 99.3 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On August 24, 2010, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2010 fourth quarter and annual results. Additionally, on August 25, 2010, the Company made available a slide presentation to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release, slide presentation, and transcript of the conference call are furnished as Exhibits to this report on Form 8-K and are incorporated herein by reference.

The press release, slide presentation, and transcript of the conference call include certain Non-GAAP items that are set forth in the GAAP reconciliation schedules provided in the release and slide presentation. The Company believes these Non-GAAP financial measures are useful to investors because it allows for a more direct comparison of the Company’s performance for the period with the Company’s performance in the comparable prior-year periods.

The information in the preceding paragraphs, as well as Exhibits 99.1, 99.2 and 99.3 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, including statements with respect to the Company’s fiscal 2011 results. These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this Form 8-K. Such risks and uncertainties include: business and economic conditions in the telecommunications industry affecting our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, the impact of any future acquisitions, the anticipated outcome of other contingent events, including litigation, liquidity needs and the availability of financing, as well as other risks detailed in the Company’s other filings with the Securities and Exchange Commission. These filings are available on a web site maintained by the Securities and Exchange Commission at http://www.sec.gov. The Company does not undertake to update forward looking statements except as required by law.

3 

Item 9.01 Financial Statement and Exhibits.

99.1	Press release dated August 24, 2010 by Dycom Industries, Inc announcing the fiscal 2010 fourth quarter and annual results.
99.2	Slide presentation relating to the webcast and conference call held regarding the Company’s fiscal 2010 fourth quarter and annual results, which took place on August 25, 2010.
99.3	Transcript of Dycom Industries Inc. webcast and conference call to review its fiscal 2010 fourth quarter and annual results, which took place on August 25, 2010.

4 

Table of Contents

SIGNATURES

     Pursuant to the requirements 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.

Dated: August 25, 2010

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Senior Vice President and Chief Financial Officer

5 

EX-99.1

Exhibit 99.1

N E W S    R E L E A S E

FOR IMMEDIATE RELEASE Contact: Steven E. Nielsen, President and CEO

H. Andrew DeFerrari, Senior Vice President and CFO

(561) 627-7171

 Palm Beach Gardens, Florida  August 24, 2010

DYCOM ANNOUNCES FISCAL 2010 FOURTH QUARTER RESULTS

Palm Beach Gardens, Florida, August 24, 2010--Dycom Industries, Inc. (NYSE: DY) announced today its results for the fourth quarter ended July 31, 2010.  Dycom utilizes a 52/53 week fiscal year ending on the last Saturday in July; as a result, the fourth quarter of fiscal 2010 contained 14 weeks compared to 13 weeks in the fourth quarter of fiscal 2009.

The Company reported:

·   contract revenues of $281.5 million for the quarter ended July 31, 2010, compared to $269.7 million for the quarter ended July 25, 2009, which after adjusting for the incremental week in the fourth quarter of fiscal 2010 were $261.4 million, a decrease of 3.1%; and

·   income from continuing operations of $4.6 million, or $0.12 per common share diluted, for the quarter ended July 31, 2010, compared to $6.7 million, or $0.17 per common share diluted, for the quarter ended July 25, 2009.

The Company also reported:

·   contract revenues of $988.6 million for the fiscal year ended July 31, 2010, compared to $1,106.9 million for the fiscal year ended July 25, 2009, which after adjusting for the incremental week in the fourth quarter of fiscal 2010 were $968.5 million, a decrease of 12.5%;

·   income from continuing operations on a GAAP basis of $5.8 million, or $0.15 per common share diluted, for the fiscal year ended July 31, 2010, compared to a loss of $(53.1) million, or $(1.35) per common share diluted, for the fiscal year ended July 25, 2009; and

·   income from continuing operations on a Non-GAAP basis of $6.8 million, or $0.17 per common share diluted, for the fiscal year ended July 31, 2010, compared to Non-GAAP income from continuing operations of $20.9 million, or $0.53 per common share diluted, for the fiscal year ended July 25, 2009.

Non-GAAP income from continuing operations for the fiscal year ended July 31, 2010 excludes a $1.6 million pre-tax charge in cost of earned revenues for the settlement of a wage and hour class action claim, a $1.1 million non-cash charge to income tax expense for a valuation allowance against a deferred tax asset recorded during the first quarter of fiscal 2010, and a $1.0 million reduction to income tax expense related to the reversal of certain income tax liabilities no longer required.  For the fiscal year ended July 25, 2009, Non-GAAP income from continuing operations excludes a pre-tax goodwill impairment charge of $94.4 million, a pre-tax gain of approximately $3.0 million related to the buyback of $14.65 million aggregate principal amount of the Company’s senior subordinated notes, the write-off of $0.6 million of deferred financing costs in connection with the replacement of the Company’s credit facility during the prior year, and a reduction of interest and income tax expenses of $0.3 million and $1.4 million, respectively, related to the reversal of certain income tax related liabilities no longer required.

See the accompanying tables which present a reconciliation of Non-GAAP income from continuing operations to GAAP income from continuing operations and a reconciliation of contract revenues for the fourth quarter and fiscal 2010 adjusted for the incremental week in the fourth quarter of fiscal 2010.

A Tele-Conference call to review the Company’s results will be hosted at 9 a.m. (ET), Wednesday, August 25, 2010; Call 800-230-1059 (United States) or 612-234-9959 (International) ten minutes before the conference call begins and ask for the “Dycom Results” conference call.  A live webcast of the conference call, along with a slide presentation, will be available at http://www.dycomind.com under the heading “Events.”  If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and the slide presentation will be available at http://www.dycomind.com until Friday, September 24, 2010.

Dycom is a leading provider of specialty contracting services throughout the United States.  These services include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others.

Fiscal 2010 fourth quarter and annual results are preliminary and are unaudited.  This press release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act.  These statements are based on management’s current expectations, estimates and projections.  Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release.  Such risks and uncertainties include business and economic conditions in the telecommunications industry affecting our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, the impact of any future acquisitions, the anticipated outcome of other contingent events, including litigation, liquidity needs, the availability of financing and the other risks detailed in our filings with the Securities and Exchange Commission.  The Company does not undertake to update forward-looking statements.

---Tables Follow---

1 

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 31, 2010 and July 25, 2009
Unaudited
	July 31,		July 25,
	2010		2009
	($ in 000's)
ASSETS
Current Assets:
Cash and equivalents	$	103,320	$	104,707
Accounts receivable, net		110,117		116,968
Costs and estimated earnings in excess of billings		66,559		67,111
Deferred tax assets, net		14,944		15,779
Income taxes receivable		3,626		7,016
Inventories		16,058		8,303
Other current assets		8,137		7,323
Total current assets		322,761		327,207
Property and equipment, net		136,028		142,132
Goodwill		157,851		157,851
Intangible assets, net		49,625		56,056
Other		13,291		10,211
Total	$	679,556	$	693,457
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	25,881	$	28,977
Current portion of debt		47		926
Billings in excess of costs and estimated earnings		376		151
Accrued insurance claims		28,086		27,386
Other accrued liabilities		42,813		52,590
Total current liabilities		97,203		110,030
Long-term debt		135,350		135,377
Accrued insurance claims		24,844		29,759
Deferred tax liabilities, net non-current		24,159		22,910
Other liabilities		3,445		4,758
Stockholders' Equity		394,555		390,623
Total	$	679,556	$	693,457

2 

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
	Three Months			Three Months			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	July 31,			July 25,			July 31,			July 25,
	2010			2009			2010			2009
				(In 000's, except per share amounts)
Contract revenues	$	281,541		$	269,691		$	988,623		$	1,106,900
Cost of earned revenues, excluding depreciation and amortization		227,823			213,646			810,064			894,885
General and administrative expenses (1)		26,442			25,381			98,140			98,732
Depreciation and amortization		17,049			15,843			63,607			65,435
Goodwill impairment charge		-			-			-			94,429
Total		271,314			254,870			971,811			1,153,481
Interest income		12			26			97			261
Interest expense		(3,802	)		(3,429	)		(14,272	)		(14,743	)
Other income, net		1,634			765			8,093			6,564
Income (loss) from continuing operations before income taxes		8,071			12,183			10,730			(54,499	)
Provision (benefit) for income taxes		3,428			5,477			4,881			(1,405	)
Income (loss) from continuing operations		4,643			6,706			5,849			(53,094	)
Income (loss) from discontinued operations, net of tax		-			(78	)		-			(86	)
Net income (loss)	$	4,643		$	6,628		$	5,849		$	(53,180	)
Income (loss) per common share - Basic:
Income (loss) from continuing operations	$	0.12		$	0.17		$	0.15		$	(1.35	)
Income (loss) from discontinued operations		-			-			-			-
Net income (loss)	$	0.12		$	0.17		$	0.15		$	(1.35	)
Income (loss) per common share - Diluted:
Income (loss) from continuing operations	$	0.12		$	0.17		$	0.15		$	(1.35	)
Income (loss) from discontinued operations		-			-			-			-
Net income (loss)	$	0.12		$	0.17		$	0.15		$	(1.35	)
Shares used in computing income (loss) per common share:
Basic		38,655,934			38,987,751			38,931,029			39,254,813
Diluted		38,716,447			39,133,159			38,996,866			39,254,813
(1) Includes stock-based compensation expense of $0.9 million and $3.4 million for the three and twelve months ended July 31, 2010, respectively, and $1.1 million and $3.9 million for the three and twelve months ended July 25, 2009, respectively.

3 

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
	Twelve Months			Twelve Months
	Ended			Ended
	July 31,			July 25,
	2010			2009
	(In 000's, except per share amounts)
Pre-Tax Reconciling Items increasing (decreasing) income (loss) from continuing operations:
Charge for wage and hour class action settlement	$	(1,550	)	$	-
Goodwill impairment charge		-			(94,429	)
Gain on debt extinguishment, net		-			3,027
Write-off of deferred financing costs		-			(551	)
Reversal of interest expense on certain income tax liabilities		-			268
Total Pre-Tax Reconciling Items	$	(1,550	)	$	(91,685	)
Tax-effect of Pre-Tax Reconciling Items		714			16,308
Other Reconciling Items increasing (decreasing) income (loss) from continuing operations:
Valuation allowance on deferred tax asset		(1,090	)		-
Reversal of certain income tax liabilities		999			1,358
Total Reconciling Items, net of tax	$	(927	)	$	(74,019	)
GAAP income (loss) from continuing operations	$	5,849		$	(53,094	)
Adjustment for Reconciling Items above, net of tax		927			74,019
Non-GAAP income from continuing operations	$	6,776		$	20,925
Earnings (loss) per common share from continuing operations:
Basic earnings (loss) per share from continuing operations - GAAP	$	0.15		$	(1.35	)
Adjustment for Reconciling Items above, net of tax		0.02			1.89
Basic earnings per common share from continuing operations - Non-GAAP	$	0.17		$	0.53
Diluted earnings (loss) per share from continuing operations  - GAAP	$	0.15		$	(1.35	)
Adjustment for Reconciling Items above, net of tax		0.02			1.89
Diluted earnings per common share from continuing operations- Non-GAAP	$	0.17		$	0.53
Earnings per share amounts may not add due to rounding.
Shares used in computing GAAP earnings (loss) per common share from continuing operations and adjustment for Reconciling Items above:
Basic		38,931,029			39,254,813
Diluted		38,996,866			39,254,813
Shares used in computing Non-GAAP earnings per common share from continuing operations:
Basic		38,931,029			39,254,813
Diluted		38,996,866			39,284,817

4 

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
The reconciliation of the percentage change in contract revenues adjusted for the incremental week in the fourth quarter and fiscal 2010 to the change not taking into effect such incremental week is presented below:
	Contract Revenues - GAAP		Incremental week of revenue as a result of the Company's 52/53 week year(1)			Contract Revenues - Non-GAAP		% Growth (Decline) - GAAP			% Decline - Non-GAAP
Three Months Ended July 31, 2010	$	281,541	$	(20,110	)	$	261,431		4.4	%		(3.1	)%
Three Months Ended July 25, 2009	$	269,691	$	-		$	269,691
Twelve Months Ended July 31, 2010	$	988,623	$	(20,110	)	$	968,513		(10.7	)%		(12.5	)%
Twelve Months Ended July 25, 2009	$	1,106,900	$	-		$	1,106,900
(1) Calculated as fourth quarter of fiscal 2010 contract revenues divided by 14 weeks.

5 

EX-99.2

Exhibit 99-2

4th Quarter Presentation

August 25, 2010

1

Participants

Steven E. Nielsen
President & Chief Executive Officer

H. Andrew DeFerrari
Chief Financial Officer

Richard B. Vilsoet
General Counsel

2

Forward-Looking Statements and Non-
GAAP Information

Forward-Looking Statements and Non-
GAAP Information

Fiscal 2010 fourth quarter and annual results are preliminary and unaudited. This
presentation contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements with respect to the
Company’s fiscal 2011 first quarter results. The words “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “forecast,” “may,” “should”, “could”, “project,” “outlook” and similar
expressions, including statements regarding backlog, identify forward-looking statements.
These forward-looking statements are based on management’s current expectations,
estimates and projections and speak only as of the date of this presentation. Forward-
looking statements are subject to known and unknown risks and uncertainties that may
cause actual results in the future to differ materially from the results projected or implied in
any forward-looking statements contained in this presentation. The factors that could affect
future results and could cause these results to differ materially from those expressed in the
forward-looking statements include, but are not limited to, those described under Item 1A,
“Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended July 25,
2009, and other risks outlined in the Company’s periodic filings with the Securities and
Exchange Commission (“SEC”). 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. As required by the SEC we have provided a reconciliation of those measures to the
most directly comparable GAAP measures on the Regulation G slides included at slides 10
through12 of this presentation.

3

Q4-2010 Overview

nContract revenue of $281.5 million in Q4-10 increased
12.9%sequentially from Q3-10, excluding the incremental
week required by our 52/53 week fiscal calendar (see slide
10 for a reconciliation)

nRevenue trends continue to improve

nQ4-10 results of $0.12per share

nStrong liquidity at July 31, 2010

nNew five-year $225 million revolving Credit Agreement
entered into during the quarter

Note:See “Regulation G Disclosure” slide 10 for a reconciliation of GAAP to Non-GAAP financial measures.

4

Revenue Summary

nTop 5 customers represented 62.1% of
revenue in Q4-10 and 63.7% of
revenue in Q4-09

nContract revenue declined in Top 5
customers by 5.5% and increased at all
other customers 1.2%, after excluding
the incremental week in Q4-10

nOrganic revenue trends which
improved in total

nExcluding Verizon, all other customers
combined grew 5.8% in Q4-10, after
excluding the incremental week in Q4-10

* For comparison purposes, CenturyLink includes combined revenues from CenturyTel, Inc. and Embarq Corporation for each period presented.

Note:See “Regulation G Disclosure” slides 10 and 11 for a reconciliation of GAAP to Non-GAAP financial measures.

**Organic revenue change excludes revenue from storm restoration work in Q3-09, Q2-09 and Q1-09 and excludes the impact of an additional week in Q4-10 to adjust for our 52/53
week fiscal calendar.

5

Backlog and Employees

Current Awards and Extensions

Customers	Area	Description	Approximate Term (in years)
nAT&T	North Carolina, Tennessee	Construction and maintenance services	3
nComcast	Washington, Oregon, California, .Georgia, New Jersey, .Pennsylvania, Delaware	Installation services	3
nAT&T	Georgia	Utility line locating	3
nComcast	Connecticut	Network Upgrade	1
nVarious	Kentucky, South Carolina	Rural fiber deployment	1

6

Summary Results

Fully Diluted EPS
Q4-09	Q4-10
$0.17	$0.12

(a) Q4-10 includes an incremental week as the result of our 52/53 week fiscal year.

(a)

7

Selected Financial Information

nYear-over-year organic revenue decline
of 3.1%, after excluding the additional
week in Q4-10 required by our 52/53
week fiscal calendar (a)

nCost of earned revenues as a
percentage of revenue impacted by
higher costs for labor and materials and
increased prices of gasoline

nG&A unchanged as a percentage of
contract revenues

nDepreciation, amortization, and interest
expense up slightly as a percentage of
contract revenues

nOther income, net increased from more
assets being sold with favorable prices
received

nEffective tax rate at 42.5% for the
quarter and 45.5% for the full year

(a)See “Regulation G Disclosure” slide 10 for a reconciliation of GAAP to Non-GAAP financial measures.

(b)Amounts may not foot due to rounding.

8

Cash Flow and Liquidity

nCash flows impacted by increased
operations during the quarter

nCombined days sales outstanding on
trade receivables and net unbilled
revenues were 61 days in Q4-10 and
62 days in Q4-09 (a)

nCapital expenditures, net of disposals
at $15.0 million

nDebt less cash was approximately $32
million at the end of Q4-10

nNew five-year $225 million revolving
Credit Agreement

nIn compliance with debt covenants as
ofJuly 31, 2010

(a) Days sales outstanding is calculated as the summation of current accounts receivable, plus costs and
estimated earnings in excess of billings, less billings in excess of costs and estimated earnings, divided by
average revenue per day during the respective quarter.

9

Summary

nEconomic environment slow

nSolid customer relationships

nMarket share growing as customers consolidate vendors

nAt the forefront of evolving industry opportunities including those generated by rural
broadband stimulus funding

nEncouraged by deployment of new technologies to consumers and businesses by
cable operators

nResponding to an increasing number of industry participants for wireless backhaul
services

nLooking ahead to the first quarter of fiscal 2011 we expect:

}Revenues that are down slightly year-over-year

}Margins which improve sequentially

10

Appendix: Regulation G Disclosure

Amounts may not foot due to rounding.

(a)Non-GAAP adjustments in Q4-10 result from the Company’s 52/53 week fiscal year.The Q4-10 Non-GAAP adjustments reflect the
impact of the additional week in Q4-10 and are calculated by dividing contract revenues by 14 weeks.The result, representing one week
of contract revenues, is subtracted from the GAAP-contract revenues to calculate 13 weeks of revenue for Q4-10 on a Non-GAAP basis
for comparison purposes.

(b)The Non-GAAP growth (decline) percentage is calculated as follows: (i) Non-GAAP contract revenues for Q4-10 less (ii) revenues in
the comparative prior year period or prior quarter period; divided by (ii) revenues in the comparative prior year period or prior quarter
period.

11

Amounts may not foot due to rounding.

(a) Non-GAAP adjustments in Q4-10 result from the Company’s 52/53 week fiscal year.The Q4-10 Non-GAAP adjustments reflect the
impact of the additional week in Q4-10 and are calculated by dividing contract revenues by 14 weeks.The result, representing one week
of contract revenues, is subtracted from the GAAP-contract revenues to calculate 13 weeks of revenue for Q4-10 on a Non-GAAP basis
for comparison purposes. The Non-GAAP adjustments in Q3-09, Q2-09, and Q1-09 also reflect storm restoration revenues recognized
during those periods.

(b)Year-over-year growth (decline) percentage is calculated as follows: (i) revenues in the quarterly period less (ii) revenues in the
comparative prior year quarter period; divided by (ii) revenues in the comparative prior year quarter period.

12

Appendix: Regulation G Disclosure

4th Quarter Presentation

August 25, 2010

EX-99.3

    exhibit99-3.htm