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 20, 2014

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 20, 2014, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2014 third quarter results. The Company also provided forward guidance. Additionally, on May 21, 2014, 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, 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 May 20, 2014, the Company issued a press release reporting fiscal 2014 third quarter results. The Company also provided forward guidance. Additionally, on May 21, 2014, 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, 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. 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, 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 May 20, 2014 by Dycom Industries, Inc.

99.2 Slide presentation relating to the webcast and conference call held on May 21, 2014.

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 21, 2014

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

May 20, 2014

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

PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, May 20, 2014 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the third quarter ended April 26, 2014.

The Company reported:

• Contract revenues of $426.3 million for the quarter ended April 26, 2014, compared to $437.4 million for the quarter ended April 27, 2013.

• Adjusted EBITDA (Non-GAAP) of $39.6 million for the three months ended April 26, 2014, compared to $44.0 million for the three months ended April 27, 2013.

• Net income of $7.9 million, or $0.23 per common share diluted, for the quarter ended April 26, 2014, compared to $7.2 million, or $0.21 per common share diluted, for the quarter ended April 27, 2013.

The Company also reported:

• Contract revenues of $1.330 billion for the nine months ended April 26, 2014, compared to $1.130 billion for the nine months ended April 27, 2013. Contract revenues for the nine months ended April 26, 2014 grew 4.6% on an organic basis after excluding revenues from businesses acquired in fiscal 2013 in both periods and $16.7 million of revenues for storm restoration services in the nine months ended April 27, 2013. Total revenues from businesses acquired in fiscal 2013 were $373.2 million and $198.8 million for the nine months ended April 26, 2014 and April 27, 2013, respectively.

• Adjusted EBITDA (Non-GAAP) of $130.9 million for the nine months ended April 26, 2014, compared to $121.7 million for the nine months ended April 27, 2013.

• Net income of $23.5 million, or $0.68 per common share diluted, for the nine months ended April 26, 2014, compared to $20.5 million, or $0.61 per common share diluted, for the nine months ended April 27, 2013. 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 2014. The Company currently expects revenue for the fourth quarter of fiscal 2014 to range from $475.0 million to $495.0 million and diluted earnings per share to range from $0.43 to $0.50.

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, 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 9:00 a.m. (ET), Wednesday, May 21, 2014; call (800) 288-8975 (United States) or (612) 332-0335 (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 7:00 a.m. (ET) on May 21, 2014. 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 20, 2014.

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. The Trend Schedule will be available at approximately 7:00 a.m. (ET) on May 21, 2014.

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 third 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, 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 April 26, 2014 and July 27, 2013 Unaudited
	April 26, 2014		July 27, 2013
	(Dollars in thousands)
ASSETS
CURRENT ASSETS:
Cash and equivalents	$	18,722	$	18,607
Accounts receivable, net	233,276		252,202
Costs and estimated earnings in excess of billings	198,581		204,349
Inventories	42,512		35,999
Deferred tax assets, net	17,156		16,853
Income taxes receivable	12,287		2,516
Other current assets	18,656		10,608
Total current assets	541,190		541,134
PROPERTY AND EQUIPMENT, NET	205,703		202,703
GOODWILL	267,810		267,810
INTANGIBLE ASSETS, NET	111,819		125,275
OTHER	16,254		17,286
TOTAL NON-CURRENT ASSETS	601,586		613,074
TOTAL ASSETS	$	1,142,776	$	1,154,208
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	62,985	$	77,954
Current portion of debt	10,156		7,813
Billings in excess of costs and estimated earnings	13,401		13,788
Accrued insurance claims	32,567		29,069
Other accrued liabilities	69,758		71,191
Total current liabilities	188,867		199,815
LONG-TERM DEBT	403,082		444,169
ACCRUED INSURANCE CLAIMS	32,027		27,250
DEFERRED TAX LIABILITIES, NET NON-CURRENT	47,915		48,612
OTHER LIABILITIES	5,960		6,001
Total liabilities	677,851		725,847
Total Stockholders' Equity	464,925		428,361
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,142,776	$	1,154,208

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	April 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
	(Dollars in thousands, except per share amounts)
Contract revenues	$	426,284		$	437,367		$	1,329,522		$	1,129,980
Costs of earned revenues, excluding depreciation and amortization	350,352			357,664			1,087,824			916,247
General and administrative expenses (1)	39,162			38,205			120,799			105,857
Depreciation and amortization	22,726			24,531			69,713			60,660
Total	412,240			420,400			1,278,336			1,082,764
Interest expense, net	(6,563		)	(6,637		)	(20,249		)	(16,582		)
Other income, net	5,593			1,477			8,200			3,519
Income before income taxes	13,074			11,807			39,137			34,153
Provision for income taxes	5,179			4,608			15,649			13,631
Net income	$	7,895		$	7,199		$	23,488		$	20,522
Earnings per common share:
Basic earnings per common share	$	0.23		$	0.22		$	0.70		$	0.62
Diluted earnings per common share	$	0.23		$	0.21		$	0.68		$	0.61
Shares used in computing income per common share:
Basic	33,860,832			33,033,740			33,707,957			32,968,897
Diluted	34,763,035			33,842,150			34,767,400			33,684,974
(1) Includes stock-based compensation expense of $2.7 million and $2.5 million for the three months ended April 26, 2014 and April 27, 2013, respectively, and $9.7 million and $7.3 million for the nine months ended April 26, 2014 and April 27, 2013, 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 and the percentages of growth (decline) of GAAP and Non-GAAP contract revenues.
		Contract Revenues - GAAP		Revenues from businesses acquired (1)			Revenues from storm restoration services (1)			Contract Revenues - Non-GAAP (1)		% Growth (decline) - GAAP		% Growth (decline) - Non-GAAP
		(Dollars in thousands)
	Three Months Ended April 26, 2014	$	426,284	$	(5,545	)	$	—		$	420,739	(2.5	)%	(3.8	)%
	Three Months Ended April 27, 2013	$	437,367	$	—		$	—		$	437,367
	Nine Months Ended April 26, 2014	$	1,329,522	$	(373,223	)	$	—		$	956,299	17.7	%	4.6	%
	Nine Months Ended April 27, 2013	$	1,129,980	$	(198,844	)	$	(16,721	)	$	914,415
	(1) For the three months ended April 26, 2014, the Non-GAAP decline % is adjusted for revenues from businesses acquired during the fourth quarter of fiscal 2013. For the nine months ended April 26, 2014, the Non-GAAP growth % is adjusted for revenues from businesses acquired during fiscal 2013, as the revenues were not included in both the current year and prior year full period, and storm restoration service revenues, if any.

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 26, 2014 and April 27, 2013 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 26, 2014			April 27, 2013			April 26, 2014			April 27, 2013
		(Dollars in thousands)
Reconciliation of net income to Adjusted EBITDA (Non-GAAP):
	Net income	$	7,895		$	7,199		$	23,488		$	20,522
	Interest expense, net	6,563			6,637			20,249			16,582
	Provision for income taxes	5,179			4,608			15,649			13,631
	Depreciation and amortization expense	22,726			24,531			69,713			60,660
	Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	42,363			42,975			129,099			111,395
	Gain on sale of fixed assets	(5,469		)	(1,459		)	(7,904		)	(3,867		)
	Stock-based compensation expense	2,671			2,513			9,721			7,275
	Acquisition related costs	—			—			—			6,539
	Write-off of deferred financing costs	—			—			—			321
	Adjusted EBITDA (Non-GAAP)	$	39,565		$	44,029		$	130,916		$	121,663

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.
		Nine Months Ended
		April 27, 2013
		(Dollars in thousands, except per share amounts)
Reconciling Items:
	Acquisition related costs, pre-tax	$	(6,539	)
	Write-off of deferred financing costs	(321		)
Total Reconciling Items		$	(6,860	)
GAAP net income		$	20,522
Adjustment for Reconciling Items above, net of tax		4,154
Non-GAAP net income		$	24,676
Earnings per common share:
Basic earnings per common share - GAAP		$	0.62
Adjustment for Reconciling Items above, net of tax		0.13
Basic earnings per common share - Non-GAAP		$	0.75
Diluted earnings per common share - GAAP		$	0.61
Adjustment for Reconciling Items above, net of tax		0.12
Diluted earnings per common share - Non-GAAP		$	0.73
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
Diluted		33,684,974

EX-99.2

Fiscal 2014 3rd Quarter Presentation May 21, 2014 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 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. 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, 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 acquisitions. 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 Q3-2014 Overview See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures.  Contract revenue of $426.3 million as compared to $437.4 million in Q3-13  Severe weather during the first two thirds of the quarter  Certain customers started calendar 2014 slowly but reiterated expectations of stable to increased annual budgets  Anticipated reduction in federal stimulus related revenues  Solid operating cash flow despite Q3-14 impact of adverse weather conditions  Adjusted EBITDA of $39.6 million, or 9.3% of revenue  Net income of $0.23 per share compared to $0.21 per share diluted in Q3-13  Operating cash flows of $29.6 million in Q3-14  Firm end market opportunities

5 Clearly evident that several major industry participants have determined that wireline network bandwidth must increase dramatically  Dycom is providing services for 1 gigabit trials and full deployments  Services provided across the country to a number of customers  Revenue and opportunities driven by this newly emerging industry standard are expected to accelerate throughout the remainder of this calendar year into 2015  Magnitude of change may cause some near term customer spending modulations as network strategies adapt to this emerging environment Dycom’s scale, market position and capital structure position it well to capitalize on the emerging trends Industry Update

6 9.0% 2.4% 3.5% 6.2% 7.5% 10.0% 0.9% (3.8)% 1.9% (2.4)% 4.0% 10.7% 12.6% 15.8% 4.6% (2.5)% -10% -5% 0% 5% 10% 15% 20% 25% Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 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 59.9% of revenue in Q3-14 compared to 59.1% in Q3-13  AT&T, Dycom’s largest customer, grew 16.6%  Comcast, Dycom’s third largest customer, grew organically 5.6%  Revenue trend impacted in Q2-14 and Q3-14 from adverse weather and decline in stimulus projects  Organic decline of 2.5%, excluding projects funded in part by the American Recovery and Reinvestment Act of 2009  Revenue combined from Top 5 customers declined 3.1% organically; All other customers declined 4.8% organically Organic Growth (Decline) – Non-GAAP Revenue % by Customer – Top 5 in Q3-14 Q3-14 Customer Revenue Highlights (a) (a) Stimulus revenues comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009. 0% 4% 8% 12% 16% 20% 24% AT&T CenturyLink Comcast Verizon Windstream Q3-14 Q3-13

7 2,1578,111 8,001 10,135 10,349 10,822 11,107 10,410 10,324 0 3,000 6,000 9,000 12,000 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Employees from acquired subsidiaries Customers Description Area Approximate Term (in years)  Comcast Construction and Maintenance Services Colorado 3  AT&T Locate Services California 4  Charter Cable Installation Services Washington, Oregon, California, Nevada, Alabama, Vermont, Massachusetts, Connecticut, Virginia, North Carolina, South Carolina 1  Time Warner Cable Construction and Maintenance Services, Locate Services, Cable Installation Services California, Ohio, Maine, New Hampshire, North Carolina 1-3  CenturyLink Engineering Services Michigan, Illinois, Indiana, New Jersey, Pennsylvania, Virginia 3  Various Rural broadband Montana, Texas, Minnesota, Wisconsin, North Carolina, South Carolina, Georgia 1 Backlog and Awards Backlog ($ in millions) Number of Employees Current Awards and Extensions Note: Our backlog estimates represent amounts under master service agreements and other contractual agreements for services projected to be performed over the terms of the contracts and are based on contract terms, our historical experience with customers and, more generally, our experience in similar procurements. The significant majority of our backlog estimates comprise services under master service agreements and long-term contracts. Backlog is not a measure defined by United States generally accepted accounting principles; 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. $462 $1,565 $1,376 $2,019 $2,003 $2,197 $1,996 $2,147 $2,046 $909 $822 $1,242 $1,208 $1,217 $1,116 $1,193 $1,179 $- $400 $800 $1,200 $1,600 $2,000 $2,400 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Acquired subsidiaries backlog 12 month backlog

8 Note: See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures. Summary Results Contract Revenues ($ in millions) Adjusted EBITDA – Non-GAAP ($ in millions) Net Income and Earnings Per Share ($ in millions, except per share data) Earnings per share of $0.23 as compared to $0.21 in prior year quarter $44.0 $39.6 $- $10 $20 $30 $40 $50 Q3-13 Q3-14 Adjusted EBITDA - Non-GAAP as a % of revenues: 10.1% 9.3% $437.4 $426.3 $100 $200 $300 $400 $500 Q3-13 Q3-14 Net Income $ 7.2 $ 7.9 EPS - Fully Diluted $ 0.21 $ 0.23 Q3-14Q3-13

9 Selected Financial Information (a) Amounts may not add due to rounding. (b) Gross Margin % calculated as the excess of contract revenues over cost of earned revenues (“Gross Margin”) as a percentage of contract revenues for the applicable period. (c) Percentages disclosed represent Adjusted EBITDA as a percentage of contract revenues for the applicable period. See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures. Q3-14 Commentary  Contract revenue of $426.3 million as compared to $437.4 million in Q3-13  Adverse weather conditions during the quarter  Decline in stimulus revenues  Growth from several large customers  Operating results impacted by adverse weather conditions during the quarter  Strong other income from asset sales ($ in millions)(a) Q3-14 Q3-13 Change Contract Revenues $ 426.3 $ 437.4 $ (11.1) Cost of Earned Revenues $ 350.4 $ 357.7 $ (7.3) Gross Margin % 17.81% 18.22% General & Administrative $ 39.2 $ 38.2 $ 1.0 Depreciation $ 18.6 $ 17.5 $ 1.1 Amortization $ 4.1 $ 7.1 $ (2.9) Interest Expense, net $ 6.6 $ 6.6 $ (0.1) Other Income, et $ 5.6 $ 1.5 $ 4.1 Net Income $ 7.9 $ 7.2 $ 0.7 Adjusted EBITDA $ 39.6 $ 44.0 $ (4.5) (Non-GAAP) 9.3% 10.1% (b) (c)

10 Cash Flow and Liquidity  Balance Sheet Strength  Ample liquidity of $228.1 million from cash on hand and availability on the Credit Agreement Q3-14 Commentary Liquidity ($ in millions) Q3-14 Q2-14 Selected Cash Flow Information ($ in millions) Q3-14 Q3-13  Solid operating cash flows of $29.6 million  Net repayment of $12.3 million on Credit Agreement during Q3-14 $ 18.7 $ 16.3 $ 16.0 $ 26.0 116.4 118.8 280.8 280.9 $ 413.2 $ 425.7 $ 49.6 $ 49.7 $ 209.4 $ 199.3 (*) Includes debt premi m of $3.3 million and $3.4 million at Q3-14 and Q2-14, respectively Letters of Credit outstanding Availability on Senior Credit Agreement $275 million revolver Cash and equivalents Term Loan Debt: Senior Credit Agreement, matures Dec-2017 Total debt 7.125% Senior Subordinated Notes, due Jan-2021 (*) $ 29.6 $ 0.1 $ (0.7) $ (4.2) $ (16.9) $ (15.1) $ (12.3) $ 14.4 Cash flow from Oper tions Capital expenditur s, net of disposals Cash paid for acquisitions Borrowings (paydown) of debt

11 Q4-2014 Outlook Contract Revenues $478.6 $475.0 - $495.0  Network investments by several large customers  Customer spending modulations as strategies adapt to emerging environment  Lower revenue from rural customers on stimulus projects Gross Margin % (a) (as a percent of revenue) 19.8% Gross Margin % up slightly from Q4-13 result  Improving mix of customer growth opportunities G&A Expense % (b) (as a percent of revenue) Includes stock-based compensation 8.3% 8.5% - 9.0% Includes stock-based compensation G&A expense reflects increased scale and includes stock-based compensation of approximately $3.0 million compared to $2.6 million in Q4-13 Depreciation & Amortization $24.8 $22.5 - $23.0 Depreciation increases from recent cap-ex Includes amortization of $4.1 million in Q4-14 compared to $7.1 in Q4-13 Interest Expense $6.8 Approximately $6.5 Interest expense reflects expected level of borrowings Other Income $1.1 $1.5 - $1.9 Other income from normal seasonal asset disposals Adjusted EBITDA % (c) (as a percent of revenue) 12.1% Adjusted EBITDA % in line with prior year Adjusted EBITDA reflects gross margin improvement with greater operating efficiencies accompanying revenue growth, offset by higher G&A expense EPS–Diluted (Non-GAAP for Q4-13) $ 0.44 $0.43 - $0.50 EPS range reflects Adjusted EBITDA result and changes in: * depreciation & amortization * stock-based compensation * Interest * other Income Diluted Shares (in millions) 34.1 Approximately 35.0 Diluted share increase from vesting of employee equity awards offset in part by share repurchases made in fiscal 2014 (a) Q4-13 Gross Margin % is Non-GAAP and excludes the impact of a pre-tax charge of $0.5 million for a wage and hour class action settlement. (b) Q4-13 G&A Expense and G&A Expense % are Non-GAAP and exclude the impact of pre-tax acquisition related costs of $0.2 million. (c) The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs, stock-based compensation expense, and certain non-recurring items. Note: See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures. Q4-2014 Outlook (all amounts are estimates – actual amounts may differ) Q4-2013 Q4-2014 Year Over Year Commentary ($ in millions, except earnings per share)

12 Looking Ahead to Fiscal Q1-2015 Looking Ahead Commentary Prior Period for Comparisons Q1-14 ($ in millions) Contract Revenues  Network investments by several large customers  Customer spending modulations as strategies adapt to emerging environment  Headwind from lower revenue for rural customers on stimulus projects  Revenue % decline of low single digits from Q1-14 result $ 512.7 Gross Margin % (as a percent of revenue) Gross margins which expand year over year from an improving mix of customer growth opportunities 20.0% G&A Expense (G&A % as a percent of revenue) Includes stock-based compensation G&A Expense % up slightly year over year * stock-based compensation of approximately $4.0 million in Q1-15 (compared to $3.5 million in Q1-14) $ 43.1 8.4% Adjusted EBITDA % – Non-GAAP (a) Adjusted EBITDA % which expands from Q1-2014 result 12.3% (a) Other Factors: Depreciation & Amortization Ranges from $22.7 - $23.1 in Q1-15 (amortization declines to $3.8 million in Q1-15 from $5.2 million in Q1-14) $ 23.6 Interest Expense Approximately $6.5 million in Q1-15 $ 6.9 Other Income $1.2 - $1.6 million in Q1-15 $ 2.0 (a) The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, acquisition related costs, write-off of deferred financing costs, stock-based compensation expense, and certain non-recurring items. Note: See “Regulation G Disclosure” slides 14-17 for a reconciliation of GAAP to Non-GAAP financial measures.

13 Looking Ahead Firm and strengthening end market opportunities  Telephone companies deploying FTTX to enable video offerings and 1 Gigabit connections  Cable operators continuing to deploy fiber to small and medium businesses  Wireless carriers upgrading from 3G to 4G technologies  Industry participants aggressively extending or deploying fiber networks to provide wireless backhaul services Encouraged that industry participants remain committed to multi-year capital spending initiatives which in some cases are meaningfully accelerating and expanding in scope

14 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, write-off of deferred financing 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. Q3-14 Q3-13 Q4-13 Q1-14 Three Months Three Months Three Months Three Months Ended Ended Ended Ended April 26, April 27, July 27, October 26, 2014 2013 2013 2013 Reconciliation of net income to Adjusted EBITDA (Non-GAAP): Net income $ 7,895 $ 7,199 $ 14,666 $ 18,660 Interest expense, net 6,563 6,637 6,752 6,886 Provision for income taxes 5,179 4,608 9,380 12,440 Depreciation and amortization expense 22,726 24,531 24,820 23,552 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 42,363 42,975 55,618 61,538 ain on sale of fixed assets (5,469) (1,459) (816) (1,865) Stock-based compensation expense 2,671 2,513 2,628 3,506 Charge for a wage and hour class action litigation settlement - - 495 - Acquisition related costs - - 224 - Adjusted EBITDA (Non-GAAP) $ 39,565 $ 44,029 $ 58,149 $ 63,179

15 Appendix: Regulation G Disclosure For the quarter ended July 27, 2013, the items reconciling "GAAP" to “Non-GAAP” financial measures are specifically described below: (a) Pre-tax charge for a wage and hour class action litigation settlement. (b) Pre-tax acquisition related 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. GAAP Reconciling Items Non-GAAP Contract revenues 478,632$ -$ 478,632$ Cost of earned revenues, excluding depreciation and amortization 384,169 (495) (a) 383,674 General and administrative expenses 39,914 (224) (b) 39,690 Depreciation and amortization 24,820 - 24,820 Total 448,903 (719) 448,184 Interest expense, net (6,752) - (6,752) Other income, net 1,069 - 1,069 Income before income taxes 24,046 719 24,765 Provision for income taxes (c) 9,380 284 9,664 Net income 14,666$ 435$ 15,101$ Diluted income per share 0.43$ 0.01$ 0.44$ Shares used in computing Diluted EPS: 34,082,228 34,082,228 Amounts may not foot due to rounding. Three Months Ended July 27, 2013 Q4-13

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 includes revenues of businesses acquired in Q2-13 as the revenues from these businesses are 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 included for stimulus revenues are organic and, as a result, exclude stimulus work from Acquired Subsidiaries prior to the Q3-14 organic calculation when the Acquired Subsidiaries were in both periods. 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 % (a) NON-GAAP - Organic % excluding stimulus (a) (c) Q3-14 Organic Decline: Q3-14 426.3$ (5.6)$ -$ 420.7$ (26.0)$ 394.7$ (2.5)% (3.8)% (2.5)% Q3-13 437.4$ -$ -$ 437.4$ (32.5)$ 404.8$ Prior Quarters Organic Growth (Decline): Q2-14 390.5$ (111.5)$ -$ 279.0$ (11.0)$ 268.1$ 5.7% 0.9% 4.6% Q2-13 369.3$ (75.9)$ (16.7)$ 276.7$ (20.3)$ 256.4$ 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$ 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$ NON-GAAP ADJUSTMENTS NON-GAAP Organic Contract Revenues - Excluding stimulus (a) 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 . (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. Total Contract Revenue Top 5 Customers combined* All customers (excluding Top 5 Customers) AT&T Comcast GAAP Revenue Q3-14 426.3$ 255.1$ 171.1$ 88.5$ 51.6$ Q3-13 437.4$ 258.3$ 179.1$ 75.9$ 44.3$ GAAP Revenue - % Changes (2.5)% (1.2)% (4.4)% 16.6% 16.7% Non-GAAP Adjustments Q3-14 - Revenue from acquired subsidiaries in Q4-13 (5.5)$ (4.9)$ (0.6)$ -$ (4.9)$ Non-GAAP Revenue Q3-14 420.7$ 250.2$ 170.5$ 88.5$ 46.7$ Q3-13 437.4$ 258.3$ 179.1$ 75.9$ 44.3$ Non-GAAP Revenue - % Changes (a) Organic Revenue % Change (excluding revenue from Q4-13 acquired subsidiaries) (3.8)% (3.1)% (4.8)% 16.6% 5.6% * Includes AT&T, CenturyLink, Comcast, Verizon, and Windstream in both Q3-14 and Q3-13

Fiscal 2014 3rd Quarter Presentation May 21, 2014