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): May 21, 2013

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))

Item 2.02 Results of Operations and Financial Condition.

On May 21, 2013, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2013 third quarter results. The Company also provided guidance for the fourth quarter of fiscal 2013. Additionally, on May 22, 2013, the Company made available related materials to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release and related conference call materials are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The press release and related materials contain the financial measures of Adjusted EBITDA, Non-GAAP net income, Non-GAAP earnings per common share, and certain amounts relating to organic revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs, and stock-based compensation expense is not a recognized term under generally accepted accounting principles ("GAAP") and does not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Non-GAAP net income and Non-GAAP earnings per share are not recognized terms under GAAP and do not purport to be alternatives to GAAP net income and GAAP earnings per share. Organic revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. 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.

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 May 21, 2013, the Company issued a press release reporting fiscal 2013 third quarter results. The Company also provided guidance for the fourth quarter of fiscal 2013. Additionally, on May 22, 2013, the Company made available related materials to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release and related conference call materials are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The press release and related materials contain the financial measures of Adjusted EBITDA, Non-GAAP net income, Non-GAAP earnings per common share, and certain amounts relating to organic revenue, which are Non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs, and stock-based compensation expense is not a recognized term under GAAP and does not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Non-GAAP net income and Non-GAAP earnings per share are not recognized terms under GAAP and do not purport to be alternatives to GAAP net income and GAAP earnings per share. Organic revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these Non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. 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.

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 the 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 regarding the outlook for the Company. 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 Current Report on Form 8-K. 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, preliminary purchase price allocations of businesses acquired in December 2012, expected benefits and synergies of the acquisition, future financial and operating results, future opportunities for the combined businesses, the future impact of any acquisitions or dispositions, including the consummation of such acquisitions and 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. 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.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

99.1 Press release dated May 21, 2013 by Dycom Industries, Inc. announcing fiscal 2013 third quarter results and guidance for the fourth quarter of fiscal 2013.

99.2 Slide presentation relating to the webcast and conference call held on May 22, 2013 regarding the Company’s fiscal 2013 third quarter results and guidance for the fourth quarter of fiscal 2013.

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: May 22, 2013

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

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:	Steven E. Nielsen, President and CEO
	H. Andrew DeFerrari, Senior Vice President and CFO
	(561) 627-7171

May 21, 2013

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2013 THIRD QUARTER RESULTS AND

PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, May 21, 2013 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the third quarter ended April 27, 2013.

The Company reported:

• Contract revenues of $437.4 million for the quarter ended April 27, 2013, compared to contract revenues of $296.1 million for the quarter ended April 28, 2012. Contract revenues for the quarter ended April 27, 2013 grew 6.2% on an organic basis after excluding $122.9 million of revenue from subsidiaries acquired from Quanta Services, Inc. on December 3, 2012.

• Adjusted EBITDA (Non-GAAP) of $44.0 million for the quarter ended April 27, 2013, compared to $29.9 million for the quarter ended April 28, 2012.

• Net income of $7.2 million, or $0.21 per common share diluted, for the quarter ended April 27, 2013, compared to $9.6 million, or $0.28 per common share diluted, for the quarter ended April 28, 2012. The quarter ended April 27, 2013 included $1.5 million in pre-tax gains on asset sales, as compared to pre-tax gains on asset sales of $7.4 million during the quarter ended April 28, 2012.

The Company also reported:

• Contract revenues of $1.130 billion for the nine months ended April 27, 2013, compared to contract revenues of $883.1million for the nine months ended April 28, 2012. Contract revenues for the nine months ended April 27, 2013 grew 4.0% on an organic basis after excluding $198.8 million of revenue from acquired subsidiaries and $16.7 million of revenue for storm restoration services in the nine months ended April 27, 2013 and $3.7 million of revenue from storm restoration services in the nine months ended April 28, 2012.

• Adjusted EBITDA (Non-GAAP) of $121.7 million for the nine months ended April 27, 2013, compared to $95.0 million for the nine months ended April 28, 2012.

• Net income on a GAAP basis of $20.5 million, or $0.61 per common share diluted, for the nine months ended April 27, 2013, compared to $26.1 million, or $0.76 per common share diluted, for the nine months ended April 28, 2012. The nine months ended April 27, 2013 included $3.9 million in pre-tax gains on asset sales, as compared to pre-tax gains on asset sales of $12.6 million during the quarter ended April 28, 2012. On a Non-GAAP basis, net income for the nine months ended April 27, 2013 was $24.7 million, or $0.73 per common share diluted. The Non-GAAP net income for the nine months ended April 27, 2013 excludes

$6.5 million in pre-tax acquisition related costs and a pre-tax write-off of $0.3 million of deferred financing costs in connection with the replacement of the Company's credit facility in December 2012.

The Company also announced its outlook for the fourth quarter of fiscal 2013. The Company currently expects revenue for the fourth quarter of fiscal 2013 to range from $455.0 million to $475.0 million and diluted earnings per share to range from $0.40 to $0.47.

Fiscal 2013 third quarter results are preliminary and are unaudited. In addition, the purchase price allocation of the tangible and intangible assets acquired and liabilities assumed with the businesses acquired in December 2012 is preliminary and is subject to change.

The Company has defined Adjusted EBITDA (Non-GAAP) as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs, and stock-based compensation expense. See the accompanying tables which present a reconciliation of GAAP to Non-GAAP financial information.

A conference call to review the Company's results will be hosted at 9 a.m. (ET), Wednesday, May 22, 2013; call (800) 230-1074 (United States) or (612) 234-9960 (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 related materials, will be available at http://www.dycomind.com under the heading “Events.” The conference call materials will be available at approximately 8 a.m. (ET) on May 22, 2013. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and the conference call materials will be available at http://www.dycomind.com until Friday, June 21, 2013.

Dycom is a leading provider of specialty contracting services. These services, which are provided throughout the United States and in Canada, 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 period. 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.

This press release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. Such statements include, but are not limited to, the Company's expectations for revenues and earnings per share. 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, preliminary purchase price allocations of businesses acquired in December 2012, expected benefits and synergies of the acquisition, future financial and operating results, future opportunities for the combined businesses, the future impact of any acquisitions or dispositions, including the consummation of such acquisitions and 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 CONDENSED CONSOLIDATED BALANCE SHEETS April 27, 2013 and July 28, 2012 Unaudited
	April 27, 2013		July 28, 2012
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	18,247	$	52,581
Accounts receivable, net	234,037		141,788
Costs and estimated earnings in excess of billings	183,920		127,321
Inventories	35,047		26,274
Deferred tax assets, net	16,622		15,633
Income taxes receivable	907		4,884
Other current assets	13,014		8,466
Total current assets	501,794		376,947
PROPERTY AND EQUIPMENT, NET	189,145		158,247
GOODWILL	260,708		174,849
INTANGIBLE ASSETS, NET	127,252		49,773
OTHER	18,294		12,377
TOTAL NON-CURRENT ASSETS	595,399		395,246
TOTAL ASSETS	$	1,097,193	$	772,193
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	64,509	$	36,823
Current portion of debt	7,031		74
Billings in excess of costs and estimated earnings	12,370		1,522
Accrued insurance claims	28,229		25,218
Other accrued liabilities	64,908		50,926
Total current liabilities	177,047		114,563
LONG-TERM DEBT (including debt premium of $3.7 million at April 27, 2013)	433,601		187,500
ACCRUED INSURANCE CLAIMS	26,394		23,591
DEFERRED TAX LIABILITIES, NET NON-CURRENT	46,691		49,537
OTHER LIABILITIES	4,637		4,071
Total liabilities	688,370		379,262
Total Stockholders' Equity	408,823		392,931
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,097,193	$	772,193

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	April 27, 2013			April 28, 2012			April 27, 2013			April 28, 2012
	(Dollars in thousands, except per share amounts)
Contract revenues	$	437,367		$	296,103		$	1,129,980		$	883,085
Costs of earned revenues, excluding depreciation and amortization	357,664			241,386			916,247			716,812
General and administrative expenses (1)	38,205			26,956			105,857			76,589
Depreciation and amortization	24,531			15,561			60,660			47,047
Total	420,400			283,903			1,082,764			840,448
Interest expense, net	(6,637		)	(4,178		)	(16,582		)	(12,528		)
Other income, net	1,477			7,627			3,519			12,943
Income before income taxes	11,807			15,649			34,153			43,052
Provision for income taxes	4,608			6,004			13,631			16,956
Net income	$	7,199		$	9,645		$	20,522		$	26,096
Earnings per common share:
Basic earnings per common share	$	0.22		$	0.29		$	0.62		$	0.78
Diluted earnings per common share	$	0.21		$	0.28		$	0.61		$	0.76
Shares used in computing income per common share:
Basic	33,033,740			33,741,255			32,968,897			33,669,974
Diluted	33,842,150			34,682,891			33,684,974			34,516,902
(1) Includes stock-based compensation expense of $2.5 million and $1.9 million for the three months ended April 27, 2013 and April 28, 2012, respectively, and $7.3 million and $4.9 million for the nine months ended April 27, 2013 and April 28, 2012, respectively.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP INFORMATION Unaudited
The below table presents the reconciliation of contract revenues adjusted for revenue from subsidiaries acquired in the second quarter of fiscal 2013 and storm restoration service revenues generated during the current and prior year periods.
	Contract Revenues - GAAP		Revenues from subsidiaries acquired in the second quarter of fiscal 2013			Revenues from storm restoration services			Contract Revenues - Non-GAAP		% Growth - GAAP		% Growth - Non-GAAP
	(Dollars in thousands)
Three Months Ended April 27, 2013	$	437,367	$	(122,898	)	$	—		$	314,469	47.7	%	6.2	%
Three Months Ended April 28, 2012	$	296,103	$	—		$	—		$	296,103
Nine Months Ended April 27, 2013	$	1,129,980	$	(198,844	)	$	(16,721	)	$	914,415	28.0	%	4.0	%
Nine Months Ended April 28, 2012	$	883,085	$	—		$	(3,729	)	$	879,356

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP INFORMATION Unaudited (continued)
The below table presents a reconciliation of GAAP to Non-GAAP net income for the nine months ended April 27, 2013 and April 28, 2012.
		Nine Months Ended			Nine Months Ended
		April 27, 2013			April 28, 2012
Reconciling Items:
	Acquisition related costs	$	(6,539	)	$	—
	Write-off of deferred financing costs	(321		)	—
Total Reconciling Items		$	(6,860	)	$	—
GAAP net income		$	20,522		$	26,096
Adjustment for Reconciling Items above, net of tax		4,154			—
Non-GAAP net income		$	24,676		$	26,096
Earnings per common share:
Basic earnings per common share - GAAP		$	0.62		$	0.78
Adjustment for Reconciling Items above, net of tax		0.13			—
Basic earnings per common share - Non-GAAP		$	0.75		$	0.78
Diluted earnings per common share - GAAP		$	0.61		$	0.76
Adjustment for Reconciling Items above, net of tax		0.12			—
Diluted earnings per common share - Non-GAAP		$	0.73		$	0.76
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		32,968,897			33,669,974
Diluted		33,684,974			34,516,902

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP INFORMATION Unaudited (continued)
The below table presents the Non-GAAP financial measure of Adjusted EBITDA for the three and nine months ended April 27, 2013 and April 28, 2012 and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.
		Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
		April 27, 2013			April 28, 2012			April 27, 2013			April 28, 2012
		(Dollars in thousands)
Reconciliation of Net income to Adjusted EBITDA (Non-GAAP):
	Net income	$	7,199		$	9,645		$	20,522		$	26,096
	Interest expense, net	6,637			4,178			16,582			12,528
	Provision for income taxes	4,608			6,004			13,631			16,956
	Depreciation and amortization expense	24,531			15,561			60,660			47,047
	Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	42,975			35,388			111,395			102,627
	Gain on sale of fixed assets	(1,459		)	(7,439		)	(3,867		)	(12,578		)
	Stock-based compensation expense	2,513			1,933			7,275			4,901
	Acquisition related costs	—			—			6,539			—
	Write-off of deferred financing costs	—			—			321			—
	Adjusted EBITDA (Non-GAAP)	$	44,029		$	29,882		$	121,663		$	94,950

EX-99.2

Fiscal 2013 3rd Quarter Presentation May 22, 2013 Exhibit 99.2

2 Participants Steven E. Nielsen President & Chief Executive Officer H. Andrew DeFerrari Chief Financial Officer Richard B. Vilsoet General Counsel

3 Forward-Looking Statements and Non-GAAP Information Fiscal 2013 third quarter results are unaudited. This presentation contains “forward-looking statements” which are statements relating to future events, future financial performance, strategies, expectations, and the competitive environment. All statements, other than statements of historical facts, contained in this presentation, including statements regarding the Company’s future financial position, future revenue, prospects, plans and objectives of management, are forward-looking statements. Additionally, forward–looking statements may include statements of expectations regarding our recent acquisition of the businesses of the telecommunications infrastructure services subsidiaries of Quanta Services, Inc. (the “acquired subsidiaries”), including expected benefits and synergies of the transaction, future financial and operating results and future opportunities for the combined businesses, and other statements regarding events or developments that the Company believes or anticipates will or may occur in the future as a result of the recently completed acquisition. Words such as “outlook,” “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 28, 2012 and Quarterly Report on Form 10-Q for the quarter ended January 26, 2013, 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 13 through 16 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.

4 Q3-2013 Overview  Contract revenue of $437.4 million as compared to $296.1 million in the prior year quarter  After excluding revenues from acquired subsidiaries of $122.9 million, contract revenues grew 6.2% organically  Adjusted EBITDA of $44.0 million, or 10.1% of revenue, grew 47.3% year over year  Net income of $0.21 per share diluted compared to $0.28 per share diluted in the prior year quarter  Net income for Q3-13 included $1.5 million of pre-tax gains on asset sales as compared to $7.4 million during Q3-12  Pre-tax integration expenses of $1.4 million  Amortization expense increased $5.4 million See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures.

5 Revenue Summary  Top 5 customers represented 59.1% of revenue in Q3-13 compared to 59.0% in Q3-12  AT&T, Dycom’s largest customer, grew organically 86.8% year over year  CenturyLink, Dycom’s second largest customer, at 14.3% of revenue  Comcast, Dycom’s third largest customer, grew organically 9.4% year over year  Organic revenue growth of 6.2%, excluding revenue from acquired subsidiaries of $122.9 million in Q3-13  Revenue combined from Top 5 customers up 16.2% organically  Revenue combined from other customers declined 8.2% organically Note: See “Regulation G Disclosure” slides 13-16 for reconciliation of GAAP to Non-GAAP financial measures. 5.4% 15.2% 19.2% 17.3% 9.0% 2.4% 3.5% 6.2% (10)% 0% 10% 20% 30% Q 4-1 1 Q 1- 12 Q 2-1 2 Q 3-1 2 Q 4-1 2 Q 1-1 3 Q 2- 13 Q 3-1 3 Organic Growth - Non-GAAP 0% 5% 10% 15% AT&T CenturyLink Comcast Verizon Windstream Revenue % by Customer - Top 5 in Q3-13 Q3-13 Q3-12

6 Backlog and Awards Current Awards and Extensions Customers Description Area Approximate Term (in years) AT&T Construction and Maintenance Services Georgia, Tennessee, Kentucky 3 Time Warner Cable Construction and Maintenance Services Maine, New Hampshire, Massachusetts, New York, North Carolina 1 Verizon Central Office Equipment Engineering and Installation Mid-Atlantic 1 Comcast Network Betterment Mid-Atlantic 2 Various Rural Broadband Washington, Montana, Wisconsin, Nebraska, Missouri, Kentucky, Tennessee 1 8,320 8,285 8,288 8,207 8,111 8,001 7,978 2,157 10,135 0 3,000 6,000 9,000 12,000 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Number of Employees Acquired subsidiaries employees 10,349 $1,412 $1,442 $1,819 $1,744 $1,565 $1,376 $1,557 $2,003 462 $2,019 $754 $791 $967 $961 $909 $822 $1,242 $1,208 $- $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 $2,000 $2,200 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Backlog ($ in millions) Acquired Subsidiaries Backlog 12 Month Backlog

7 $296.1 $314.5 $100 $150 $200 $250 $300 $350 $400 $450 Q3-12 Q3-13 Contract Revenues ($ in millions) $437.4 Acquired Subsidiaries $122.9 86.5% 10.9% 2.6% 88.0% 7.3% 4.7% 0% 20% 40% 60% 80% 100% Telecommunications Underground Facility Locating Electric and Gas Utilities and Other Construction Maintenance Q3-12 86.5% 10.9% 2.6% Q3-13 88.0% 7.3% 4.7% Customer Revenue Mix $ 1 8 5 $6 ($ in millions) Summary Results ($ in millions, except per share data) Q3-12 Q3-13 Net Income $ 9.6 $7.2 Fully Diluted EPS $0.28 $0.21 Organic revenue growth after adjusting for revenue from subsidiaries acquired in Q2-13 Adjusted EBITDA at 10.1% of revenues in Q3-13 and Q3-12 EPS of $0.21 per common share diluted in Q3-13 Revenue from Telecommunications customers 88.0% of total Note: The organic revenue growth percentage of 6.2% excludes revenue from acquired subsidiaries of $122.9 million in Q3-13. See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures. Organic Growth 6.2% 256$ 32$ 8$ 385$ 32$ 20$ 32$ 8$ 32$ 20$ Q3-12 Q3-13 Telecommunications Underground Facility Locating Electric and Gas Utilities and Other Construction Maintenance $29.9 $44.0 $- $10 $20 $30 $40 $50 Q3-12 Q3-13 Adjusted EBITDA - Non-GAAP ($ in millions) Adjusted EBITDA - Non -GAAP as a % of revenues: 10.1% 10.1%

8 Selected Information ($ in millions)(a)(b) Q3-13 Q3-12 Change Contract Revenues $ 437.4 $ 296.1 $ 141.3 Cost of Earned Revenues $ 357.7 81.8% $ 241.4 81.5% $ 116.3 General & Administrative $ 38.2 8.7% $ 27.0 9.1% $ 11.2 Depreciation & Amortization $ 24.5 $ 15.6 $ 9.0 Interest Expense, net $ 6.6 $ 4.2 $ 2.5 Other Income, net $ 1.5 $ 7.6 $ (6.1) Net Income $ 7.2 $ 9.6 $ (2.4) Adjusted EBITDA – Non-GAAP $ 44.0 10.1% $ 29.9 10.1% $ 14.1 Organic Revenue growth of 6.2%, excluding revenues from acquired subsidiaries  Growth within existing contracts  Increase in revenues derived from wireless service providers Adjusted EBITDA of $44.0 million, or 10.1%, grew 47.3% from Q3-12  Growth in organic operations  Contribution of acquired businesses Depreciation and amortization higher from results of acquired subsidiaries Other income, net decreased to $1.5 million from reduced asset sales Note: See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Amounts may not foot due to rounding. (b) Percentages disclosed under the financial amounts for Q3-13 and Q3-12 represent the percentage of contract revenues for the applicable period.

9 $(8.2) $19.4 $51.4 $(2.4) $(3.3) $27.7 $63.5 $0.1 $26.6 $14.4 $20.1 $7.8 $10.6 $10.5 $15.7 $15.1 -$15 -$5 $5 $15 $25 $35 $45 $55 $65 $75 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Cash Flows from Operating Activities and Cap-ex, net of disposals ($ in millions) Cash Flows from Operating Activities Cap-ex, net of disposals January 26, 2013 April 27, 2013 22.6$ 18.2$ $275 million revolver 20.0$ 36.0$ Term Loan 125.0$ 123.4$ 277.5$ 277.5$ Total Debt (*) 422.5$ 436.9$ 44.1 46.7$ 210.9$ 192.3$ 7.125% Senior Subordinated Notes, due January 2021 (*) Letters of Credit outstanding Availability on Senior Credit Agreement Senior Credit Agreement, matures December 2017 Cash and equivalents Debt: (*) Excludes $3.7 million debt premium at Q3-13 to be amortized ($ in millions) Cash Flow and Liquidity Balance Sheet Strength  Ample liquidity from cash on hand of $18.2 million and $192.3 million of availability on Senior Credit Agreement Investing and Financing Transactions  Acquisition payment of $4.2 million  Net borrowings of $14.4 million directed towards growth in operations Cash Flows Dedicated To Fund Growth  Operating cash flows used to fund significant sequential growth

10 Summary  Firm end market opportunities  Industry participants aggressively extending or deploying fiber networks to provide wireless backhaul services  Cable operators continuing to deploy fiber to small and medium businesses  Wireless carriers upgrading from 3G to 4G technologies  Telephone companies deploying FTTX to enable video offerings  Increased market share as our customers consolidate vendor relationships and reward scale

11 Looking Ahead Outlook Contract Revenues Continued total and organic revenue growth as services to wireless carriers remain robust, cable construction strengthens and customers maintain growing expenditures Gross Margin % Improving margin trends as legacy margins remain solid and integration activities continue G&A Expense % G&A expense steady as a % of revenue and includes near-term integration expenses Depreciation & Amortization Depreciation & amortization which approach $25 million in Q4-13 but step down in Q1-14 when amortization of intangibles declines from $7.1 million in Q4-13 to $5.2 million in Q1-14 Interest Expense Interest expense of $6.7 million quarterly reflecting near term cash expenditures to support current operations Other Income Other income from asset sales of approximately $0.8 - $1.3 million per quarter Diluted Shares Approximately 34 million diluted shares in Q4-13 with shares gradually increasing in subsequent quarters reflecting the future vesting and value of employee equity awards Liquidity Ample cash on hand and revolver availability. Revolver borrowings of $36.0 million at end of Q3-13 expected to increase slightly through the fall of this calendar year due to seasonal factors

12 Looking Ahead Q4-2013 Outlook (all amounts are estimates - actual amounts may differ) ($ in millions) Q4-2012 Q4-2013 Y-O-Y Comments Contract Revenues- (Non-GAAP for Q4-12) $315.8 (excluding $2.3 million of storm revenues) $455.0 - $475.0 (including $120.0 - $130.0 from acquired subsidiaries) Mid to high single digit organic growth after excluding $2.3 million of storm revenues from Q4-12 Gross Margin % (as a percent of revenue) 20.7% % in-line with Q4-12 Improving margins for legacy operations and sequential improvement for acquired subsidiaries G&A Expense % (as a percent of revenue) 8.6% % in-line with Q4-12 G&A expense in Q4-13 includes ongoing integration expenses for acquired subsidiaries Stock based compensation (included in G&A) $ 2.1 $ 2.6 Reflects impact of employee equity awards and is included in G&A expense Depreciation & Amortization (“D&A”) $15.6 $24.7 - $25.2 (b) Amortization of approximately $7.1 million; D&A increase primarily from newly acquired fixed assets and intangibles Interest Expense $4.2 $6.7 Increase in interest expense related to acquisition borrowings and reflects near term cash expenditures to support current operations Other Income $2.9 $0.8 - $1.3 Decline as fewer assets expected to be sold in Q4-13 Adjusted EBITDA %(a) 12.7% EBITDA % approaching the Q4-12 result Total EBITDA increases from growth in organic operations and contributions from acquired businesses EPS – Diluted $ 0.39 $0.40 - $0.47 EPS increase reflecting growth in total EBITDA offset in part by incremental depreciation, amortization, and interest combined with lower other income (a) The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, write-off of deferred financing costs, and acquisition-related costs. (b) Depreciation and amortization expense could fluctuate based on timing of cap-ex and completion of final purchase accounting allocations for the acquired subsidiaries.

13 Appendix: Regulation G Disclosure The above table presents the Non-GAAP financial measure of Adjusted EBITDA for the three months and nine months ended April 27, 2013 and April 28, 2012, and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. Adjusted EBITDA is a Non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, write-off of deferred financing costs, and acquisition-related costs. The Company believes this Non-GAAP financial measure provides 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 this Non-GAAP financial measure to evaluate its past performance and prospects for future performance. Adjusted EBITDA is not a recognized term under GAAP and does 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. Reconciliation of GAAP to Non-GAAP Measures ($ in 000's, except per share amounts) Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended April 27, April 28, April 27, April 28, 2013 2012 2013 2012 Reconciliation of Net income to Adjusted EBITDA (Non-GAAP): Net income $ 7,199 $ 9,645 $ 20,522 $ 26,096 Interest expense, net 6,637 4,178 16,582 12,528 Provision for income taxes 4,608 6,004 13,631 16,956 Depreciation and amortization expense 24,531 15,561 60,660 47,047 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 42,975 35,388 111,395 102,627 Gain on sale of fixed assets (1,459) (7,439) (3,867) (12,578) Stock-based compensation expense 2,513 1,933 7,275 4,901 Acquisition related costs - - 6,539 - Write-off of deferred financing costs - - 321 - Adjusted EBITDA (Non-GAAP) $ 44,029 $ 29,882 $ 121,663 $ 94,950 (Dollars in thousands)

14 Appendix: Regulation G Disclosure The items reconciling "GAAP" to “Non-GAAP” financial measures are specifically described below: (a) Acquisition related costs. (b) Write-off of deferred financing costs. (c) Provision for income taxes includes the tax effect of the other reconciling items identified herein. ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 1,129,980$ -$ 1,129,980$ 883,085$ -$ 883,085$ Cost of earned revenues, excluding depreciation and amortization 916,247 - 916,247 716,812 - 716,812 General and administrative expenses 105,857 (6,539) (a) 99,318 76,589 - 76,589 Depreciation and amortization 60,660 - 60,660 47,047 - 47,047 Interest expense, net (16,582) - (16,582) (12,528) - (12,528) Other income, net 3,519 321 (b) 3,840 12,943 - 12,943 Income before income taxes 34,153 6,860 41,013 43,052 - 43,052 Provision for income taxes 13,631 2,706 (c) 16,337 16,956 - 16,956 Net income 20,522$ 4,154$ 24,676$ 26,096$ -$ 26,096$ Diluted income per share 0.61$ 0.12$ 0.73$ 0.76$ -$ 0.76$ Shares used in computing Diluted EPS: 33,684,974 33,684,974 34,516,902 34,516,902 Reconciliation of GAAP to Non-GAAP Measures Nine Months Ended April 27, 2013 Nine Months Ended April 28, 2012 Amount may not foot due to rounding.

15 (a) 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 (iii) revenues in the comparative prior year quarter period. (b) Revenues from subsidiaries acquired has been included on organic growth (decline) only if the subsidiaries were included for the full quarter in each period. (c) Other 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. Appendix: Regulation G Disclosure Amounts may not foot due to rounding. Reconciliation of GAAP to Non-GAAP Measures ($ in millions) GAAP NON-GAAP (Organic) Acquired Subsidiary Revenues (b) Storm Revenues Other (c) Q3-13 Organic Growth: Q3-13 437.4$ (122.9)$ -$ -$ 314.5$ 47.7% 6.2% Q3-12 296.1$ -$ -$ -$ 296.1$ Prior Quarters Organic Growth: Q2-13 369.3$ (75.9)$ (16.7)$ -$ 276.7$ 38.1% 3.5% Q2-12 267.4$ -$ -$ -$ 267.4$ Q1-13 323.3$ -$ -$ -$ 323.3$ 1.2% 2.4% Q1-12 319.6$ -$ (3.7)$ -$ 315.8$ Q4-12 318.0$ -$ (2.3)$ -$ 315.8$ 4.7% 9.0% Q4-11 303.7$ -$ (14.1)$ -$ 289.7$ Q3-12 296.1$ -$ -$ -$ 296.1$ 17.3% 17.3% Q2-12 267.4$ (13.6)$ -$ -$ 253.8$ 22.5% 19.2%2-11 218.2$ (5.3)$ 212.9$ Q1-12 319.6$ (14.5)$ (3.7)$ -$ 301.4$ 22.2% 15.2%261.6$ -$ 261.6$ Q4-11 303.7$ (14.1)$ (14.1)$ -$ 275.5$ 7.9% 5.4%4-10 281.5$ (20.1)$ 261.4$ 11.6 9.9 Q3-11 252.4$ (14.4)$ -$ -$ 238.0$ 8.9% 2.7%4-09 231.6$ -$ 231.6$ Q2-11 218.2$ (5.3)$ -$ -$ 212.9$ 0.9% (1.6)%4-09 216.3$ -$ 216.3$ Q1-11 261.6$ -$ -$ -$ 261.6$ 1.0% (c) 1.0% (c)4-09 259.1$ -$ 259.1$ Q4-10 281.5$ -$ -$ (20.1)$ 261.4$ 4.4% (3.1)%4-09 269.7$ -$ 269.7$ NON-GAAP Contract Revenues Revenue Growth (Decline) % (a)GAAP Contract Revenues The table below reconciles GAAP revenue growth to Non-GAAP organic revenue growth (revenue growth excluding revenues from storm restoration services and businesses acquired). NON-GAAP ADJUSTMENTS

16 Appendix: Regulation G Disclosure (a) 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 (iii) revenues in the comparative prior year quarter period. Amounts may not foot due to rounding. Reconciliation of GAAP to Non-GAAP Measures Calculation of Organic Growth % ($ in millions) Total Contract Revenue Top 5 Customers combined All customers (excluding Top 5 Customers) AT&T Comcast GAAP Revenue Q3-12 296.1$ 174.7$ 121.4$ 39.8$ 37.1$ Q3-13 437.4$ 258.3$ 179.1$ 75.9$ 44.3$ GAAP Revenue - % Changes 47.7% 47.8% 47.5% 90.7% 19.3% Non-GAAP Adjustments Q3-13 - Revenue from acquired subsidiaries (122.9)$ (55.2)$ (67.7)$ (1.6)$ (3.7)$ Non-GAAP Revenue Q3-12 296.1$ 174.7$ 121.4$ 39.8$ 37.1$ Q3-13 314.5$ 203.1$ 111.4$ 74.3$ 40.6$ Non-GAAP Revenue - % Changes (a) Organic Revenue % Change (excluding revenue from acquired subsidiaries) 6.2% 16.2% -8.2% 86.8% 9.4%

17 Additional Information - Acquired Subsidiaries (a) Estimated future amortization are based on the Company’s preliminary allocation of the purchase price which is subject to revision as additional information about fair value of intangible assets becomes available. Amortization of Intangibles of Acquired Subsidiaries Q4 - 2013 - FY 2017 (a) ($ in millions) Estimated Quarterly Expense: Q4-13 $ 5.5 Q1-14 $ 3.6 Q2-14 $ 3.2 Q3-14 $ 2.6 Q4-14 $ 2.6 Estimated Expense by Fiscal Year: FY 2014 $ 12.0 FY 2015 $ 9.2 FY 2016 $ 8.8 FY 2017 $ 8.3 Thereafter $ 38.5

Fiscal 2013 3rd Quarter Presentation May 22, 2013