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 23, 2011

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

2

Item 2.02 Results of Operations and Financial Condition.

On August 23, 2011, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2011 fourth quarter and annual results.  Additionally, on August 24, 2011, 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 and slide presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this report on Form 8-K and are incorporated herein by reference.

The press release and slide presentation contain the financial measures of EBITDA, Adjusted EBITDA and Non-GAAP net income, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization, and defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense and unusual items. The Company defines Non-GAAP net income as net income, excluding certain charges, losses and/or other items, as set forth above.  The Company believes these Non-GAAP financial measures provide information that is useful to the Company’s investors. The Company believes that this information is helpful in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate impact on the Company’s results of operations in any particular period. Additionally, the Company uses these Non-GAAP financial measures to evaluate its past performance and prospects for future performance. EBITDA, Adjusted EBITDA and Non-GAAP net income are not recognized terms under GAAP and do not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Because all companies do not use identical calculations, this presentation of Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, 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 the Securities Act of 1933 (the "Securities Act") if such subsequent filing specifically references this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On August 23, 2011, the Company issued a press release reporting fiscal 2011 fourth quarter and annual results.  Additionally, on August 24, 2011, 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 and slide presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this report on Form 8-K and are incorporated herein by reference.

The press release and slide presentation contain the financial measures of EBITDA, Adjusted EBITDA and Non-GAAP net income, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization, and defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense and unusual items. The Company defines Non-GAAP net income as net income, excluding certain charges, losses and/or other items, as set forth above.  The Company believes these Non-GAAP financial measures provide information that is useful to the Company’s investors. The Company believes that this information is helpful in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate impact on the Company’s results of operations in any particular period. Additionally, the Company uses these Non-GAAP financial measures to evaluate its past performance and prospects for future performance. EBITDA, Adjusted EBITDA and Non-GAAP net income are not recognized terms under GAAP and do not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Because all companies do not use identical calculations, this presentation of Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of 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 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 23, 2011 by Dycom Industries, Inc. announcing fiscal 2011 fourth quarter and annual results.
99.2	Slide presentation relating to the webcast and conference call held on August 24, 2011 regarding the Company’s fiscal 2011 fourth quarter results.

4

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 24, 2011

DYCOM INDUSTRIES, INC.
(Registrant)
By:	/s/ H. Andrew DeFerrari
	H. Andrew DeFerrari
	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 23, 2011

DYCOM ANNOUNCES FISCAL 2011 FOURTH QUARTER AND ANNUAL RESULTS

Palm Beach Gardens, Florida, August 23, 2011 – Dycom Industries, Inc. (NYSE: DY) announced today its results for the fiscal 2011 fourth quarter and year ended July 30, 2011.  Dycom utilizes a 52/53 week fiscal year ending on the last Saturday in July; as a result, the fourth quarter of fiscal 2011 contained 13 weeks compared to 14 weeks in the fourth quarter of fiscal 2010.

The Company reported:

·   contract revenues of $303.7 million for the quarter ended July 30, 2011, compared to $281.5 million for the quarter ended July 31, 2010, an increase of 10.8% after adjusting for revenues from acquired businesses and  the incremental week in the fourth quarter of fiscal 2010;

·   Adjusted EBITDA (Non-GAAP) of $39.9 million for the quarter ended July 30, 2011, compared to $28.2 million for the quarter ended July 31, 2010;

·   net income of $13.0 million, or $0.38 per common share diluted, for the quarter ended July 30, 2011, compared to $4.6 million, or $0.12 per common share diluted, for the quarter ended July 31, 2010; and

·   share repurchases of 580,000 shares of its common stock for $9.1 million in open market transactions during the quarter ended July 30, 2011.

The Company also reported:

·   contract revenues of $1,035.9 million for the fiscal year ended July 30, 2011, compared to $988.6 million for the fiscal year ended July 31, 2010, an increase of 3.5% after adjusting for revenues from acquired businesses and the incremental week in the fourth quarter of fiscal 2010;

·   Adjusted EBITDA (Non-GAAP) of $110.2 million for the fiscal year ended July 30, 2011, compared to $85.7 million for the fiscal year ended July 31, 2010; and

·   net income on a GAAP basis of $16.1 million, or $0.45 per common share diluted, for the fiscal year ended July 30, 2011, compared to $5.8 million, or $0.15 per common share diluted, for the fiscal year ended July 31, 2010.  On a Non-GAAP basis, net income for the fiscal year ended July 30, 2011 was $21.9 million, or $0.61 per common share diluted, as compared to $6.8 million, or $0.17 per common share diluted, for the fiscal year ended July 31, 2010.

Non-GAAP net income for the fiscal year ended July 30, 2011 excludes an $8.3million pre-tax loss on debt extinguishment associated with the Company’s tender offer and redemption of its senior subordinated notes due 2015, a $0.6 million pre-tax charge in cost of earned revenues for the proposed settlement of the Company’s outstanding wage and hour class action litigation, and $0.2 million in pre-tax acquisition related costs.  Non-GAAP net income 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.  Additionally, Non-GAAP net income for the fiscal year ended July 31, 2010 excludes a $1.1 million non-cash charge to income tax expense for a valuation allowance against a deferred tax asset, and the reversal of $1.0 million for certain income tax liabilities that were no longer required.

The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization.  Non-GAAP Adjusted EBITDA excludes from EBITDA those items that were excluded in determining Non-GAAP net income.  In addition, Non-GAAP Adjusted EBITDA excludes gain on sale of fixed assets and stock-based compensation expense for the respective periods.

A Tele-Conference call and slide presentation to review the Company’s results will be hosted at 9 a.m. (ET), Wednesday, August 24, 2011; call 800-230-1096 (United States) or 612-288-0337 (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 the slide presentation, will be available at http://www.dycomind.com under the heading “Events.”  The slide presentation will be available at approximately 8 a.m. (ET) on Wednesday, August 24, 2011.  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 23, 2011.

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.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). The Company believes that the presentation of certain Non-GAAP financial measures in this press release provides information that is 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.  See the accompanying tables which present a reconciliation of Non-GAAP to GAAP financial information.  The Company cautions that Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results.

Fiscal 2011 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 and trends 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 future impact of any acquisitions or dispositions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial 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---

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 30, 2011 and July 31, 2010
Unaudited
	July 30,		July 31,
	2011		2010
ASSETS	(Dollars in thousands)
Current Assets:
Cash and equivalents	$	44,766	$	103,320
Accounts receivable, net		138,552		110,117
Costs and estimated earnings in excess of billings		90,855		66,559
Deferred tax assets, net		15,957		14,944
Income taxes receivable		8,685		3,626
Inventories		20,558		16,058
Other current assets		10,938		8,137
Total current assets		330,311		322,761
Property and equipment, net		149,439		136,028
Goodwill		174,849		157,851
Intangible assets, net		56,279		49,625
Other		13,877		13,291
Total	$	724,755	$	679,556
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	39,399	$	25,881
Current portion of debt		232		47
Billings in excess of costs and estimated earnings		749		376
Accrued insurance claims		26,092		28,086
Other accrued liabilities		52,041		42,813
Total current liabilities		118,513		97,203
Long-term debt		187,574		135,350
Accrued insurance claims		23,344		24,844
Deferred tax liabilities, net non-current		39,923		24,159
Other liabilities		3,550		3,445
Stockholders' Equity		351,851		394,555
Total	$	724,755	$	679,556

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
	Three Months			Three Months			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
	(Dollars in thousands, except per share amounts)
Contract revenues	$	303,719		$	281,541		$	1,035,868		$	988,623
Cost of earned revenues, excluding depreciation and amortization		239,132			227,823			837,119			810,064
General and administrative expenses (1)		26,284			26,442			94,622			98,140
Depreciation and amortization		15,639			17,049			62,533			63,607
Total		281,055			271,314			994,274			971,811
Interest income		16			12			106			97
Interest expense		(4,114	)		(3,802	)		(16,017	)		(14,272	)
Loss on debt extinguishment		-			-			(8,295	)		-
Other income, net		3,633			1,634			11,096			8,093
Income before income taxes		22,199			8,071			28,484			10,730
Provision for income taxes		9,234			3,428			12,377			4,881
Net income	$	12,965		$	4,643		$	16,107		$	5,849
Earnings per common share:
Basic earnings per common share	$	0.38		$	0.12		$	0.46		$	0.15
Diluted earnings per common share	$	0.38		$	0.12		$	0.45		$	0.15
Shares used in computing income per common share:
Basic		33,822,998			38,655,934			35,306,900			38,931,029
Diluted		34,503,794			38,716,447			35,754,168			38,996,866
(1) Includes stock-based compensation expense of $1.3 million and $4.4 million for the three and twelve months ended July 30, 2011, respectively, and $0.9 million and $3.4 million for the three and twelve months ended July 31, 2010, respectively.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
The below table presents Non-GAAP net income for the twelve months ended July 30, 2011 and July 31, 2010 and a reconciliation of Non-GAAP net income to GAAP net income.
	Twelve Months			Twelve Months
	Ended			Ended
	July 30,			July 31,
	2011			2010
	(Dollars in thousands, except per share amounts)
Pre-Tax Reconciling Items decreasing net income
Loss on debt extinguishment	$	(8,295	)	$	-
Charges for wage and hour class action matters		(600	)		(1,550	)
Acquisition related costs		(223	)		-
Total Pre-Tax Reconciling Items		(9,118	)		(1,550	)
Tax-effect of Pre-Tax Reconciling Items		3,342			714
Other Reconciling Items increasing (decreasing) income:
Valuation allowance on deferred tax asset		-			(1,090	)
Reversal of certain income tax liabilities		-			999
Total Reconciling Items, net of tax	$	(5,776	)	$	(927	)
GAAP net income	$	16,107		$	5,849
Adjustment for Reconciling Items above, net of tax		5,776			927
Non-GAAP net income	$	21,883		$	6,776
Earnings per common share:
Basic earnings per common share  - GAAP	$	0.46		$	0.15
Adjustment for Reconciling Items above, net of tax		0.16			0.02
Basic earnings per common share - Non-GAAP	$	0.62		$	0.17
Diluted earnings per common share - GAAP	$	0.45		$	0.15
Adjustment for Reconciling Items above, net of tax		0.16			0.02
Diluted earnings per common share - Non-GAAP	$	0.61		$	0.17
Earnings per share amounts may not add due to rounding.
Shares used in computing GAAP and Non-GAAP earnings per common share and adjustment for Reconciling Items above:
Basic		35,306,900			38,931,029
Diluted		35,754,168			38,996,866

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
(continued)
The below table presents the Non-GAAP financial measures of EBITDA and Adjusted EBITDA for the three and twelve months ended July 30, 2011 and July 31, 2010 and a reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable GAAP measure.
	Three Months			Three Months			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
	(Dollars in thousands)
Reconciliation of Net income to Adjusted EBITDA:
Net income	$	12,965		$	4,643		$	16,107		$	5,849
Interest expense, net		4,098			3,790			15,911			14,175
Provision for income taxes		9,234			3,428			12,377			4,881
Depreciation and amortization expense		15,639			17,049			62,533			63,607
Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")		41,936			28,910			106,928			88,512
Gain on sale of fixed assets		(3,406	)		(1,534	)		(10,216	)		(7,677	)
Stock-based compensation expense		1,324			863			4,409			3,351
Loss on debt extinguishment		-			-			8,295			-
Charges for wage and hour class action matters		-			-			600			1,550
Acquisition related costs		-			-			223			-
Adjusted EBITDA	$	39,854		$	28,239		$	110,239		$	85,736

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
(continued)
The reconciliation of contract revenues adjusted for revenues from acquired businesses and the incremental week in the fourth quarter of fiscal 2010 and in the full fiscal 2010 year, and the change from the comparable current year period, is presented below:
	Contract Revenues - GAAP		Revenues from acquired businesses			Incremental week of revenue as a result of the Company's 52/53 week year(1)			Contract Revenues - Non-GAAP		% Growth - GAAP			% Growth - Non-GAAP
	(Dollars in thousands)
Three Months Ended July 30, 2011	$	303,719	$	(14,118	)	$	-		$	289,601		7.9	%		10.8	%
Three Months Ended July 31, 2010	$	281,541	$	-		$	(20,110	)	$	261,431
Twelve Months Ended July 30, 2011	$	1,035,868	$	(33,764	)	$	-		$	1,002,104		4.8	%		3.5	%
Twelve Months Ended July 31, 2010	$	988,623	$	-		$	(20,110	)	$	968,513
(1) Calculated as fourth quarter of fiscal 2010 contract revenues divided by 14 weeks.

EX-99.2

Exhibit 99-2

4th Quarter Presentation

August 24, 2011

1

Participants

Steven E. Nielsen
President & Chief Executive Officer

Timothy R. Estes

Chief Operating 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 2011 fourth quarter results are unaudited. This presentation contains “forward-looking statements” which
are statements relating to future events, future financial performance, strategies, expectations, and competitive
environment.All statements, other than statements of historical facts, contained in this presentation, including
statements regarding our future financial position, future revenue, prospects, plans and objectives of
management, are forward-looking statements.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.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 31, 2010,
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. We believe that the
presentation of certain Non-GAAP financial measures provides information that is useful to investors because it
allows for a more direct comparison of our performance for the period with our performance in the comparable
prior-year periods. 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 as slides 11 through 14 of this
presentation. We caution that Non-GAAP financial measures should be considered in addition to, but not as a
substitute for, our reported GAAP results.

3

Q4-2011 Overview

nContract revenue of $303.7 million grew organically 10.8%, including $14.1
million of storm restoration services

nAdjusted EBITDA of $39.9 million in Q4-11 grew 41.1% compared to Q4-10

nRepurchased 580,000 shares of our common stock at an average price of
$15.62 per share for a total of $9.1 million during Q4-11

nNet income of $0.38 per share compared to $0.12 per share in the prior year;
highest quarterly earnings per share since the October 2000 quarter

nBacklog increased sequentially to $1.412 billion

Note: The organic revenue percentage of 10.8% includes storm restoration services of $14.1 million, excludes revenues from
acquired businesses and is adjusted for the additional week in the prior year quarter as a result of our 52/53 week fiscal year.
See “Regulation G Disclosure” slides 11-14 for a reconciliation of GAAP to Non-GAAP financial measures.

4

nTop 5 customers from Q4-11 represented 61.1% of
revenue in Q4-11 and 62.5% of revenue in Q4-10

nVerizon’s year-over-year organic growth at 31.8%

nWindstream, Dycom’s sixth largest customer in Q4-
11 at 6.7% of revenue with organic growth of27.8%
(excluding storm revenue)

nOrganic revenue growth of 5.4% on an overall basis
(excluding storm revenue):

ØRevenue from Top 5 customers up 5.9%

ØCombined revenue from all other customers up
4.5%

nRecently acquired companies, Communication
Services and NeoCom, contributed aggregate
revenues of $14.1 million during the quarter

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

Note:See “Regulation G Disclosure” slides 11 -14 for a reconciliation of GAAP to Non-GAAP financial measures.

Organic growthrates shown above exclude storm restoration services.

5

Backlog and Awards

Customers	Description	Area	Approximate Term (in years)
nVerizon	Engineering and Installation Services	New York, New Jersey, Maryland, Virginia	3
nVerizon	Construction Services	New York	5
nAT&T	Construction and Maintenance Services	Alabama	3
nSCE&G	Locating Services	South Carolina	3
nMetroCast	System Upgrade Project	Virginia	1 - 2
nVarious	Rural broadband	North Carolina, Tennessee, Kentucky, Indiana, Missouri, Oregon	1

6

Summary Results

Organic revenue growth of 5.4%

Revenue from Telecommunications customers up to 83.5% of total

* Includes $20.1 million of revenue from the additional week in Q4-10 as a result of
our 52/53 week fiscal year.

Note: The organic revenue percentage of 5.4% excludes storm restoration services of $14.1 million, excludes revenues
from acquired businesses and is adjusted for the additional week in the prior year quarter as a result of our 52/53 week
fiscal year. See “Regulation G Disclosure” slides 11-14 for a reconciliation of GAAP to Non-GAAP financial measures.

*

7

Selected Information

(a)Amounts may not foot due to rounding.

Q4-11

Q4-10

Change (a)

($ in millions)

Contract Revenues

$303.7

$281.5

$22.2

Cost of Earned Revenues

$239.1

78.7%

$227.8

80.9%

$11.3

(2.2)%

General & Administrative

$26.3

8.7%

$26.4

9.4%

$(0.2)

(0.7)%

Depreciation & Amortization

$15.6

5.1%

$17.0

6.1%

$(1.4)

(0.9)%

Interest expense

$4.1

1.4%

$3.8

1.4%

$0.3

-

Other Income, Net

$3.6

1.2%

$1.6

0.6%

$2.0

0.6%

Net Income

$13.0

4.3%

$4.6

1.6%

$8.3

2.6%

Adjusted EBITDA

$39.9

13.1%

$28.2

10.0%

$11.6

3.1%

Organic revenue growth of 5.4%
(excluding $14.1 million of storm revenue in Q4-11)

nRecent contract awards and
Broadband Stimulus activity contributing
to growth

nImproved pricing environment

Adjusted EBITDA growth driven by
higher revenue and improved cost
trends

nUp over 300 bps year-over-year

nImproved labor efficiency

nGreater leverage of general &
administrative costs

Note: The organic revenue percentage of 5.4% excludes storm restoration services of $14.1 million, excludes revenues from acquired
businesses and is adjusted for the additional week in the prior year quarter as a result of our 52/53 week fiscal year. See “Regulation G
Disclosure” slides 11-14 for a reconciliation of GAAP to Non-GAAP financial measures.

8

Cash Flow and Liquidity

Operating and Investing Cash Flows
supporting growth

nSequential growth in the business
drives working capital changes

nCapital expenditures, net of disposals,
were at $26.6 million to address new
opportunities, replacement and fuel
efficiency

Balance Sheet Strength

nIncreased availability on Senior Credit
Agreementresulting from EBITDA
growth

n580,000 shares of common stock
repurchased for $9.1 million, or $15.62
per share

9

Summary

nExperienced the effects of an improving environment

nBroadband stimulus awards continued throughout the quarter

nDeployment of new technologies by cable operators which enable
them to increase the effective bandwidth of their networks

nIncreasing number of industry participants aggressively extending or
deploying fiber networks to provide wireless backhaul services

nEquity capitalization, after our share repurchases, is intended to
significantly benefit our shareholders

10

Looking Ahead

nOrganic revenue which grows modestly generating high single digit to mid-
teens total growth

nMargins and earnings which reflect operating efficiencies at higher revenue
levels

nSolid and growing cash flows dedicated to accretive acquisition opportunities
and share repurchases as valuation and projected returns direct

nIncreasingly confident that trends will continue to improve for a sustained
period

Q1 - 2012:

nOrganic revenue which grows mid single to low double digits year-over-year

nGross margins which improve year over year and are sequentially in line

nGeneral and administrative expenses which decline slightly on a sequential
basis

nDepreciation which increases modestly on a quarterly sequential basis as a
result of recent capital expenditures

nOther income which declines slightly on a sequential basis

11

Appendix: Regulation G Disclosure

(a) Non-GAAP adjustments in Q4-11 reflect revenues from businesses acquired during Q2-11. 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) Year-over-year growth 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.

Amounts may not foot due to rounding.

12

Appendix: Regulation G Disclosure

(a) Non-GAAP adjustments in Q4-11 reflect storm restoration revenues recognized and revenues from businesses acquired during Q2-11. 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) Year-over-year growth 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.

Amounts may not foot due to rounding.

13

Appendix: Regulation G Disclosure

Amounts may not foot due to rounding.

(a) Non-GAAP adjustments in Q4-11 reflect storm restoration revenues($9.6 million Top 5 Customers, $4.5 million All Other Customers) and revenues from
businesses acquired during Q2-11 ($2.9 million Top 5 Customers, $11.2 million All Other Customers).Non-GAAP adjustments in Q3-11 and Q2-11 reflect revenues
from businesses acquired during Q2-11.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. Non-GAAP
adjustments in Q3-09, Q2-09, and Q1-09 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.

14

Appendix: Regulation G Disclosure

The above table presents the Non-GAAP financial measures of EBITDA and Adjusted EBITDA for the three months ended July 30, 2011 and July 31,
2010. EBITDA and Adjusted EBITDA are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and
Exchange Commission.  The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization, and defines Adjusted
EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense and
unusual items.  The Company believes these Non-GAAP financial measures provide information that is useful to the Company’s investors. The
Company believes that this information is helpful in understanding period-over-period operating results separate and apart from items that may, or
could, have a disproportionate positive or negative impact on the Company’s results of operations in any particular period. Additionally, the Company
uses these Non-GAAP financial measures to evaluate its past performance and prospects for future performance.   EBITDA and Adjusted EBITDA are
not recognized terms under GAAP and do not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Because all
companies do not use identical calculations, this presentation of Non-GAAP financial measures may not be comparable to other similarly titled
measures of other companies.  These tables present a reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable GAAP
measure.

4th Quarter Presentation

August 24, 2011