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): November 25, 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 November 25, 2013, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2014 first quarter results. The Company also provided forward guidance. Additionally, on November 26, 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, stock-based compensation expense, and certain non-recurring items, 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 November 25, 2013, the Company issued a press release reporting fiscal 2014 first quarter results. The Company also provided forward guidance. Additionally, on November 26, 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, stock-based compensation expense, and certain non-recurring items, 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. The most significant of these risks and uncertainties are described in our Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and 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, expected benefits and synergies of acquisitions, future financial and operating results, 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 and uncertainties detailed from time to time 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 November 25, 2013 by Dycom Industries, Inc.

99.2 Slide presentation relating to the webcast and conference call held on November 26, 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: November 26, 2013

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ Richard B. Vilsoet
Name:	Richard B. Vilsoet
Title:	Vice President, General Counsel and Corporate Secretary

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

November 25, 2013

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2014 FIRST QUARTER RESULTS AND

PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, November 25, 2013 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the first quarter ended October 26, 2013.

The Company reported:

• Contract revenues of $512.7 million for the quarter ended October 26, 2013, compared to contract revenues of $323.3 million for the quarter ended October 27, 2012. Contract revenues for the quarter ended October 26, 2013 grew 10.0% on an organic basis after excluding $157.1 million of revenue from businesses acquired during fiscal 2013.

• Adjusted EBITDA (Non-GAAP) of $63.2 million for the quarter ended October 26, 2013, compared to $40.4 million for the quarter ended October 27, 2012.

• Net income of $18.7 million, or $0.54 per common share diluted, for the quarter ended October 26, 2013, compared to $11.9 million, or $0.35 per common share diluted, for the quarter ended October 27, 2012. On a Non-GAAP basis, net income for the quarter ended October 27, 2012 was $12.3 million, or $0.36 per common share diluted. Non-GAAP net income for the quarter ended October 27, 2012 excludes $0.7 million in pre-tax acquisition related costs.

The Company also announced its outlook for the second quarter of fiscal 2014. The Company currently expects revenue for the second quarter of fiscal 2014 to range from $400.0 million to $420.0 million and diluted earnings per share to range from $0.03 to $0.09.

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, stock-based compensation expense, and certain non-recurring items. 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), Tuesday, November 26, 2013; call (800) 230-1074 (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 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 November 26, 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 Thursday, December 26, 2013.

For additional detail on selected financial information including organic revenue, customer metrics, and certain other selected financial data and Non-GAAP measures, please refer to the Trend Schedule on Dycom’s website at http://www.dycomind.com in the Investor Center.

Dycom is a leading provider of specialty contracting services throughout the United States and in Canada. 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 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.

Fiscal 2014 first quarter results are preliminary and are unaudited. This press release contains 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. The most significant of these risks and uncertainties are described in our Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and 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, expected benefits and synergies of acquisitions, future financial and operating results, 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 and uncertainties detailed from time to time 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 October 26, 2013 and July 27, 2013 Unaudited
	October 26, 2013		July 27, 2013
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	14,394	$	18,607
Accounts receivable, net	304,412		252,202
Costs and estimated earnings in excess of billings	221,110		204,349
Inventories	39,273		35,999
Deferred tax assets, net	17,718		16,853
Income taxes receivable	2,231		2,516
Other current assets	16,192		10,608
Total current assets	615,330		541,134
PROPERTY AND EQUIPMENT, NET	203,916		202,703
GOODWILL	267,810		267,810
INTANGIBLE ASSETS, NET	120,021		125,275
OTHER	17,199		17,286
TOTAL NON-CURRENT ASSETS	608,946		613,074
TOTAL ASSETS	$	1,224,276	$	1,154,208
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	68,926	$	77,954
Current portion of debt	8,594		7,813
Billings in excess of costs and estimated earnings	13,347		13,788
Accrued insurance claims	31,528		29,069
Other accrued liabilities	79,453		71,191
Total current liabilities	201,848		199,815
LONG-TERM DEBT	475,735		444,169
ACCRUED INSURANCE CLAIMS	30,114		27,250
DEFERRED TAX LIABILITIES, NET NON-CURRENT	49,603		48,612
OTHER LIABILITIES	5,992		6,001
Total liabilities	763,292		725,847
Total Stockholders' Equity	460,984		428,361
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,224,276	$	1,154,208

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
	Three Months Ended			Three Months Ended
	October 26, 2013			October 27, 2012
	(Dollars in thousands, except per share amounts)
Contract revenues	$	512,720		$	323,286
Costs of earned revenues, excluding depreciation and amortization	410,119			257,066
General and administrative expenses (1)	43,075			28,824
Depreciation and amortization	23,552			15,311
Total	476,746			301,201
Interest expense, net	(6,886		)	(4,197		)
Other income, net	2,012			1,614
Income before income taxes	31,100			19,502
Provision for income taxes	12,440			7,641
Net income	$	18,660		$	11,861
Earnings per common share:
Basic earnings per common share	$	0.56		$	0.36
Diluted earnings per common share	$	0.54		$	0.35
Shares used in computing income per common share:
Basic	33,423,678			33,089,959
Diluted	34,638,998			33,721,070
(1) Includes stock-based compensation expense of $3.5 million and $2.3 million for the three months ended October 26, 2013 and October 27, 2012, respectively.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP INFORMATION Unaudited
The below table presents the reconciliation of GAAP contract revenues to Non-GAAP contract revenues adjusted to exclude revenues from subsidiaries acquired during fiscal 2013.
	Contract Revenues - GAAP		Revenues from subsidiaries acquired in fiscal 2013			Contract Revenues - Non-GAAP		% Growth - GAAP		% Growth - Non-GAAP
	(Dollars in thousands)
Three Months Ended October 26, 2013	$	512,720	$	(157,076	)	$	355,644	58.6	%	10.0	%
Three Months Ended October 27, 2012	$	323,286	$	—		$	323,286

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 months ended October 26, 2013 and October 27, 2012 and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.
		Three Months Ended			Three Months Ended
		October 26, 2013			October 27, 2012
		(Dollars in thousands)
Reconciliation of net income to Adjusted EBITDA (Non-GAAP):
	Net income	$	18,660		$	11,861
	Interest expense, net	6,886			4,197
	Provision for income taxes	12,440			7,641
	Depreciation and amortization expense	23,552			15,311
	Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	61,538			39,010
	Gain on sale of fixed assets	(1,865		)	(1,581		)
	Stock-based compensation expense	3,506			2,266
	Acquisition related costs	—			710
	Adjusted EBITDA (Non-GAAP)	$	63,179		$	40,405

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 three months ended October 27, 2012.
		Three Months Ended
		October 27, 2012
		(Dollars in thousands, except per share amounts)
Reconciling Item:
	Acquisition related costs, pre-tax	$	710
GAAP net income		$	11,861
Adjustment for Reconciling Item above, net of tax		431
Non-GAAP net income		$	12,292
Earnings per common share:
Basic earnings per common share - GAAP		$	0.36
Adjustment for Reconciling Item above, net of tax		0.01
Basic earnings per common share - Non-GAAP		$	0.37
Diluted earnings per common share - GAAP		$	0.35
Adjustment for Reconciling Item above, net of tax		0.01
Diluted earnings per common share - Non-GAAP		$	0.36
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 Item above:
Basic		33,089,959
Diluted		33,721,070

EX-99.2

Fiscal 2014 1st Quarter Presentation November 26, 2013 Exhibit 99.2

2 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

3 Fiscal 2014 first 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. Other than statements of historical facts, all statements 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. Forward-looking statements include statements of expectations regarding the businesses acquired during fiscal 2013 (the “acquired subsidiaries”), including expected benefits and synergies of the transaction, future financial and operating results, 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 27, 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 14 through 17 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. Forward Looking Statements and Non-GAAP Information

4  Momentum from key customers  Contract revenue of $512.7 million as compared to $323.3 million in Q1-13  Contract revenues grew 10.0% organically, after excluding revenues from acquired subsidiaries of $157.1 million  Operating Trends Stable  Adjusted EBITDA of $63.2 million, or 12.3% of revenue, grew 56.4% from $40.4 million in the prior year quarter  Net income of $0.54 per share diluted compared to Non-GAAP net income of $0.36 per share diluted in the prior year quarter ₋ Pre-tax integration expenses of $1.5 million included in Q1-14 results  Solid Industry Environment Q1-2014 Overview See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures.

5 19.2% 17.3% 9.0% 2.4% 3.5% 6.2% 7.5% 10.0% 10.1% 8.2% 1.9% -2.4% 4.0% 10.7% 12.6% 15.8% -10% 0% 10% 20% 30% Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Organic Growth % Organic Growth % - Excluding stimulus revenue Revenue Summary Note: See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures.  Top 5 customers represented 57.2% of revenue in Q1-14 compared to 59.6% in Q1-13  AT&T, Dycom’s largest customer, grew organically 88.5%  Comcast, Dycom’s third largest customer, grew organically 5.9%  Time Warner Cable, Dycom’s fifth largest customer in Q1-14, grew organically 21.8%  Organic revenue growth of 10.0%, excluding Q1-14 revenue from acquired subsidiaries of $157.1 million  Revenue combined from Q1-14 Top 5 customers up 25.8% organically  Revenue combined from Q1-14 other customers declined 9.4% organically  Organic growth of 15.8%, excluding projects funded in part by the American Recovery and Reinvestment Act of 2009 Organic Growth – Non-GAAP 0% 5% 10% 15% 20% AT&T enturyLink Comcast Verizon Time Warner CableQ1-14 Q1-13 Revenue % by Customer – Top 5 in Q1-14 Q1-14 Customer Revenue Highlights (a) (a) Stimulus revenues comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009.

6 $462 $1,819 $1,744 $1,565 $1,376 $2,019 $2,003 $2,197 $1,996 $967 $961 $909 $822 $1,242 $1,208 $1,217 $1,116 $- $400 $800 $1,200 $1,600 $2,000 $2,400 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Acquired subsidiaries backlog 12 month backlog 8,288 8,207 8,111 8,001 10,135 10,349 10,822 11,107 0 3,000 6,000 9,000 12,000 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Employees fr m acquired subsidiaries Customers Description Area Approximate Term (in years) CenturyLink Construction and Maintenance Services Ohio 3 AT&T Engineering Services California 1 Charter Construction and Maintenance Services Texas, Missouri, Illinois, Tennessee, Alabama, Vermont, New Hampshire, Connecticut, Massachusetts 1 Washington Gas Underground Facility Locate Services Maryland, Washington D.C., Virginia 5 Various Rural Broadband Nebraska, Missouri, Arkansas, Kentucky 1 Backlog and Awards Backlog ($ in millions) Number of Employees Current Awards and Extensions Note: Our backlog consists of the uncompleted portion of services to be performed under job-specific contracts and the estimated value of future services that we expect to provide under master service agreements and other contracts. We include in our backlog the amount of services projected to be performed over the terms of the contracts based on our historical experience with customers and, more generally, our experience in procurements of this type. Backlog is considered a Non-GAAP financial measure as defined by SEC Regulation G; however, it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by others.

7 Net Income - Non-GAAP Q1-13 $ 12.3 $ 18.7 Fully Diluted EPS $ 0.36 $ 0.54 Non-GAAP Q1-13 Q1-14Q1-13 $40.4 $63.2 $- $25 $50 $75 Q1-13 Q1-14 Adjusted EBITDA - Non-GAAP as a % of revenues: 12.5% 12.3% $323.3 $355.6 $157.1 $512.7 $125 $225 $325 $425 $525 Q1-13 Q1-14 Acquired Subsidiaries Acquired subsidiaries Note: The organic revenue growth percentage of 10.0% excludes revenue from acquired subsidiaries of $157.1 million in Q1-14. See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures. * Q1-13 Non-GAAP EPS of $0.36 Summary Results Organic Growth 10.0% Contract Revenues ($ in millions) Adjusted EBITDA – Non-GAAP ($ in millions) Net Income and Earnings Per Share – ($ in millions, except per share data) EPS of $0.54 per share grew 47.8% from Q1-13*

8  Organic Revenue growth of 10.0%  Increase in revenues derived from wireless service providers  Growth from several key customers  Adjusted EBITDA of $63.2 million, or 12.3%, grew 56.4% from Q1-13  Growth in organic operations  Contribution of acquired businesses  Depreciation and amortization higher from results of acquired subsidiaries Contract Revenues $ 512.7 $ 323.3 $ 189.4 Cost of Earned Revenues $ 410.1 $ 257.1 $ 153.1 79.99% 79.52% General & Administrative $ 43.1 $ 28.1 $ 15.0 (Non-GAAP Q1-13) Depreciation $ 18.4 $ 13.7 $ 4.7 Amortization $ 5.2 $ 1.6 $ 3.6 Interest Expense, net $ 6.9 $ 4.2 $ 2.7 Other Income, net $ 2.0 $ 1.6 $ 0.4 Net Income (Non-GAAP Q1-13) $ 18.7 $ 12.3 $ 6.4 Adjusted EBITDA $ 63.2 $ 40.4 $ 22.8 (Non-GAAP) 12.3% 12.5% Selected Financial Information Note: The organic revenue growth percentage of 10.0% excludes revenue from acquired subsidiaries of $157.1 million in Q1-14 See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Amounts may not add due to rounding. (b) Percentages disclosed under the financial amounts for Q1-14 and Q1-13 represent the percentage of contract revenues for the applicable period. (c) Q1-13 excludes $0.7 million in pre-tax acquisition related costs . (d) Q1-13 excludes after-tax impact of $0.7 million in acquisition related costs. (c) (d) ($ in millions)(a)(b) Q1-14 Q1-13 Change Q1-14 Commentary

9 Cash Flow and Liquidity  Balance Sheet Strength  Ample liquidity of $156.7 million from cash on hand and availability on the Credit Agreement  Investing and Financing Transactions  Net borrowings of $32.4 million during Q1-14  Stock options proceeds of $10.1 million  Operating cash flows in Q1-14 used to fund significant sequential growth Liquidity ($ in millions) Q1-14 Q4-13 Selected Cash Flow Information ($ in millions) Q1-14 Q1-13 $ (18.7) $ 27.7 $ 27.8 $ 10.5 Cash flow from Operations Capital expenditures, net of disposals $ 14.4 $ 18.6 $ 83.0 $ 49.0 120.3 121.9 281.0 281.1 $ 484.3 $ 452.0 $ 49.7 $ 46.7 $ 142.3 $ 179.3 (*) Includes debt premium of $3.5 million and $3.6 million at Q1-14 and Q4-13, respectively Letters of Credit outstanding Availability on Senior Credit Agreement $275 million revolver Term Loan Debt: Senior Credit Agreement, matures Dec-2017 Total debt 7.125% Senior Subordinated Notes, due Jan-2021 Cash and equivalents Q1-14 Commentary

10 Trend Schedule - Selected Financial Information (Unaudited) Organic Revenue and Growth - baseline information for comparisons of FY 2014 to FY 2013 ($ in millions) Organic Revenue Calculations: For comparisons of FY 2014 to FY 2013 Q1-14 Organic Growth % - Non-GAAP Q1-14 Q1-13 Q2-13 Q3-13 (c) Q4-13 (c) Organic Revenue 10.0% 355.6$ 323.3$ 276.7$ 437.4$ 476.1$ Q2-13 businesses acquired (a) 150.3 - 75.9 (d) (d) Q4-13 businesses acquired (b) 6.8 - - - 2.6 Storm restoration revenue - - 16.7 - - Total Revenue 512.7$ 323.3$ 369.3$ 437.4$ 478.6$ Adjusted EBITDA (Non-GAAP) 63.2$ 40.4$ 37.2$ 44.0$ 58.1$ Adjusted EBITDA (Non-GAAP) - as a % of Total Revenue 12.3% 12.5% 10.1% 10.1% 12.1% Net cash flow from operating activities (18.7)$ 27.7$ 63.5$ 0.1$ 15.4$ (a) The telecommunications infrastructure services subsidiaries acquired on December 3, 2012 from Quanta Services, Inc. (the “Q2-13 businesses acquired”). (b) Sage Teleco munications Corp of Colorado, LLC and certain assets of a tower construction and maintenance company acquired during Q4-13 (the “Q4-13 businesses acquired”). (c) Organic Revenue in Q3-13 and Q4-13 includes $122.9 million and $136.5 million of revenues fro Q2-13 businesses acquired. Amounts may not add due to rounding. (d) N djustment r quired to calculate Organic Revenue since revenues of businesses acquir d in Q2-13 will be included in both the current year and prior year period when making a comparison for Q3-14 and Q4-14. The Company defines Adjusted EBITDA (Non-GAAP) as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, stock-based compensation expense, and certain non-recurring items. Trend Schedule See Trend Schedule on Company’s website at  Includes financial trend data of historical results, including calculations of certain Non-GAAP measures such as Organic Revenue and Adjusted EBITDA  Provides the baseline financial information helpful to analyze the Company’s outlook Note: See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures.

11 Q2-2014 Outlook Contract Revenues *Non-GAAP for Q2-13 (excluding Acquired Revenues of $75.9 million and storm revenues of $16.7) Organic Revenue $276.7* Total Revenue $369.3 $400.0 - $420.0 (including $110.0 - $120.0 from acquired subsidiaries)  Mid to high single digit organic growth Gross Margin % (as a percent of revenue) 18.4% Gross Margin % down slightly from Q2-13 result  Margins seasonally impacted by: *inclement winter weather *fewer available workdays due to holidays *reduced daylight work hours *restart of calendar payroll taxes  Seasonality expected to have greater impact on acquired subsidiaries G&A Expense % (as a percent of revenue) (Q2-13 is Non-GAAP) (b) 8.9% 9.5% - 9.9% of revenue Dollar amount reflects growth outlook and is expected to include final integration expenses for acquired subsidiaries Includes stock-based compensation of approximately $3.6 million compared to $2.5 million in Q2-13 Depreciation & Amortization (“D&A”) $20.8 $23.3 - $23.6 Increase due to recent cap-ex and a full quarter of results for Q2-13 acquired subsidiaries Amortization of $4.8 million in Q2-14 compared to $5.0 in Q2-13 Interest Expense $5.7 $6.8 Increase due to acquisition borrowings Other Income – Q2-13 Non-GAAP(b) $0.7 $0.2 - $0.5 Slightly below Q2-13 Adjusted EBITDA % (a)(b) 10.1% Adjusted EBITDA % down from Q2-13 Impacted by margin changes and higher G&A expense EPS–Diluted – Q2-13 Non-GAAP (b) $ 0.15 $0.03 - $0.09 Year over year EPS decline resulting from incremental: * depreciation * interest *stock-based compensation Diluted Shares (in millions) 33.5 Approximately 35.1 Increase impacted by vesting of employee equity awards (a) The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, stock-based compensation expense, and certain non-recurring items. (b) Pre-tax acquisition related costs of $5.8 million are excluded from Q2-13 G&A Expense % and Adjusted EBITDA %. Q2-13 EPS – Diluted - Non-GAAP also excludes the impacts of these costs and excludes $0.3 million in write-off of deferred financing costs, all net of the related tax benefits. Note: See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures. Q2-2014 Outlook (all amounts are estimates – actual amounts may differ) Q2-2013 Q2-2014 Year Over Year Commentary ($ in millions, except earnings per share)

12 Looking Ahead to Q3-14 Looking Ahead Commentary Prior Period for 2014 Comparisons Q3-13 ($ in millions) Contract Revenues Mid single digit total revenue growth (including organic revenue growth which is low to mid single digit) resulting from: * services to wireless carriers which remain robust * cable construction which strengthens * continued wireline improvements by a key customer $ 437.4 Gross Margin % (as a percent of revenue) Gross margins which expand year over year as the result of: * legacy performance which remains solid * contributions of acquired companies 18.2% G&A Expense (G&A % as a percent of revenue) Includes stock-based compensation Total dollar amount higher year over year reflecting increased scale and expected stock- based compensation of approximately $3.2 million for Q3-14 (compared to $2.5 million in Q3-13) $ 38.2 8.7% Adjusted EBITDA – Non-GAAP EBITDA % which expands year over year in Q3-14 from margin improvement and greater operating efficiencies accompanying revenue growth $ 44.0 10.1% Other Factors: Depreciation & Amortization Declines to $22.3 - $22.8 in Q3-14 as the intangible amortization declines $ 24.5 Interest Expense Sequentially declines to approximately $6.7 million in Q3-14 $ 6.6 Other Income Increases to approximately $3.0 million in Q3-14 for seasonal asset sales $ 1.5 See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures.

13 Looking Ahead Firm end market opportunities  Wireless carriers upgrading from 3G to 4G technologies  Telephone companies deploying FTTX to enable video offerings  Cable operators continuing to deploy fiber to small and medium businesses  Industry participants aggressively extending or deploying fiber networks to provide wireless backhaul services Current end market drivers may indicate an emerging industry wide consensus that network bandwidth, both wireline and wireless, needs to increase dramatically

14 Q1-14 Q1-13 Q2-13 Q3-13 Q4-13 Three Months Three Months Three Months Three Months Three Months Ended Ended Ended Ended Ended October 26, October 27, January 26, April 27, July 27, 2013 2012 2013 2013 2013 Reconciliation of Net income to Adjusted EBITDA (Non-GAAP): Net income $ 18,660 $ 11,861 $ 1,463 $ 7,199 $ 14,666 Interest expense, net 6,886 4,197 5,748 6,637 6,752 Provision for income taxes 12,440 7,641 1,381 4,608 9,380 Depreciation and amortization expense 23,552 15,311 20,819 24,531 24,820 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 61,538 39,010 29,411 42,975 55,618 Gain on sale of fixed assets (1,865) (1,581) (826) (1,459) (816) Stock-based compensation expense 3,506 2,266 2,496 2,513 2,628 Charge for a wage and hour class action litigation settlement - - - - 495 Acquisition related costs - 710 5,829 - 224 Write-off of deferred financing costs - - 321 - - Adjusted EBITDA (Non-GAAP) $ 63,179 $ 40,405 $ 37,231 $ 44,029 $ 58,149 Appendix: Regulation G Disclosure The above table presents a reconciliation of the Non-GAAP financial measure of Adjusted EBITDA for the periods specified 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, acquisition related costs, stock-based compensation expense, and certain non-recurring items. 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. Adjusted EBITDA - Reconciliation of GAAP to Non-GAAP Measures ($ in 000's) Amounts may not add due to rounding.

15 Q1-14 Three Months Ended October 26, 2013 GAAP GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 512,720$ 323,286$ -$ 323,286$ 369,326$ -$ 369,326$ Cost of earned revenues, excluding depreciation and amortization 410,119 257,066 - 257,066 301,516 - 301,516 General and administrative expenses 43,075 28,824 (710) (a) 28,114 38,827 (5,829) (a) 32,998 Depreciation and amortization 23,552 15,311 - 15,311 20,819 - 20,819 Interest expense, net (6,886) (4,197) - (4,197) (5,748) - (5,748) Other income, net 2,012 1,614 - 1,614 428 321 (b) 749 Income before income taxes 31,100 19,502 710 20,212 2,844 6,150 8,994 Provision for income taxes (c) 12,440 7,641 279 7,920 1,381 2,440 3,821 Net income 18,660$ 11,861$ 431$ 12,292$ 1,463$ 3,710$ 5,173$ Diluted income per share 0.54$ 0.35$ 0.01$ 0.36$ 0.04$ 0.11$ 0.15$ Shares used in computing Diluted EPS: 34,638,998 33,721,070 33,721,070 33,514,416 33,514,416 Amounts may not foot due to rounding. October 27, 2012 Three Months Ended Three Months Ended January 26, 2013 Q1-13 Q2-13 Appendix: Regulation G Disclosure For the quarter ended October 27, 2012 and January 26, 2013, 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. Selected Information- Reconciliation of GAAP to Non-GAAP Measures ($ in 000's, except per share amounts) Amounts may not add due to rounding.

16 (a) Organic Revenue – Non-GAAP are revenues from businesses that are included for the full period in both the current and prior year quarter presented, excluding storm restoration services, if any. Organic Revenue growth is calculated as the percentage increase in revenues over those of the comparable prior year period (fiscal quarter) for revenues from businesses that are included in both periods for the full fiscal period, excluding revenues from storm restoration services, if any. (b) For comparisons of Organic Revenue beginning with Q3-14, Organic Revenue – Non-GAAP will include revenues of businesses acquired in Q2-13 as the revenues from these businesses will be included in both quarters (Q3-14 and Q3-13). (c) Organic revenues from customers for stimulus work comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009. Amounts may not add due to rounding. Appendix: Regulation G Disclosure Contract Revenue and Organic Growth - Reconciliation of GAAP to Non-GAAP Measures ($ in millions). The table below reconciles GAAP revenue growth to Non-GAAP organic revenue growth. NON-GAAP ADJUSTMENTS GAAP % NON-GAAP - Organic % NON-GAAP - Organic % excluding stimulus (c) Q1-14 Organic Growth: Q1-14 512.7$ (157.1)$ -$ 355.6$ (19.7)$ 335.9$ 58.6% 10.0% 15.8% Q1-13 323.3$ -$ -$ 323.3$ (33.1)$ 290.2$ Prior Quarters Organic Growth: Q4-13 478.6$ (139.1)$ -$ 339.5$ (19.9)$ 319.6$ 50.5% 7.5% 12.6% Q4-12 318.0$ -$ (2.3)$ 315.8$ (31.9)$ 283.9$ Q3-13 437.4$ (122.9)$ -$ 314.5$ (19.0)$ 295.5$ 47.7% 6.2% 10.7% Q3-12 296.1$ -$ -$ 296.1$ (29.2)$ 266.9$ Q2-13 369.3$ (75.9)$ (16.7)$ 276.7$ (20.3)$ 256.4$ 38.1% 3.5% 4.0% Q2-12 267.4$ -$ -$ 267.4$ (20.8)$ 246.6$ Q1-13 323.3$ -$ -$ 323.3$ (33.1)$ 290.2$ 1.2% 2.4% -2.4% Q1-12 319.6$ -$ (3.7)$ 315.8$ (18.7)$ 297.2$ Q4-12 318.0$ -$ (2.3)$ 315.8$ (31.9)$ 283.9$ 4.7% 9.0% 1.9% Q4-11 303.7$ -$ (14.1)$ 289.7$ (11.2)$ 278.5$ Q3-12 296.1$ -$ -$ 296.1$ (29.2)$ 266.9$ 17.3% 17.3% 8.2% Q3-11 252.4$ -$ -$ 252.4$ (5.7)$ 246.6$ Q2-12 267.4$ (13.6)$ -$ 253.8$ (20.8)$ 233.0$ 22.5% 19.2% 10.1% Q2-11 218.2$ (5.3)$ -$ 212.9$ (1.3)$ 211.7$ NON-GAAP ADJUSTMENTS NON-GAAP Organic Contract Revenues - Excluding stimulus Revenue Growth (Decline) % Revenues from businesses acquired (a) Revenues from storm restoration services Organic revenues from customers for stimulus work (c) NON-GAAP Organic Contract Revenues (a)(b) GAAP Contract Revenues

17 Amounts may not add due to rounding. Appendix: Regulation G Disclosure Contract Revenue and Organic Growth - Reconciliation of GAAP to Non-GAAP Measures ($ in millions). The table below reconciles GAAP revenue growth to Non-GAAP organic revenue growth . Total Contract Revenue Top 5 Customers combined* All customers (excluding Top 5 Customers) AT&T Comcast Time Warner Cable GAAP Revenue Q1-14 512.7$ 293.4$ 219.3$ 89.7$ 54.0$ 27.2$ Q1-13 323.3$ 178.3$ 144.9$ 43.7$ 41.2$ 16.1$ GAAP Revenue - % Changes 58.6% 64.5% 51.3% 105.3% 30.9% 69.6% Non-GAAP Adjustments Q1-14 - Revenue from acquired subsidiaries (157.1)$ (69.1)$ (88.0)$ (7.3)$ (10.3)$ (7.7)$ Q4-12 - Revenue from storm restoration services -$ -$ -$ -$ -$ -$ Non-GAAP Revenue for Q1-14 Q1-14 355.6$ 224.3$ 131.4$ 82.3$ 43.6$ 19.6$ Q1-13 323.3$ 178.3$ 144.9$ 43.7$ 41.2$ 16.1$ Non-GAAP Revenue - % Changes (a) Organic Revenue % Change (excluding revenue from acquired subsidiaries) 10.0% 25.8% (9.4)% 88.5% 5.9% 21.8% * Includes AT&T, CenturyLink, Comcast, Verizon, and Time Warner Cable in both Q1-14 and Q1-13 (a) Organic Revenue – Non-GAAP are revenues from businesses that are included for the full period in both the current and prior year quarter presented, excluding storm restoration services, if any. Organic Revenue growth is calculated as the percentage increase in revenues over those of the comparable prior year period (fiscal quarter) for revenues from businesses that are included in both periods for the full fiscal period, excluding revenues from storm restoration services, if any.

Fiscal 2014 1st Quarter Presentation November 26, 2013