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): February 24, 2015

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 February 24, 2015, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2015 second quarter results. The Company also provided forward guidance. Additionally, on February 25, 2015, 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 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, 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. 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 February 24, 2015, the Company issued a press release reporting fiscal 2015 second quarter results. The Company also provided forward guidance. Additionally, on February 25, 2015, 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 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, 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. 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 February 24, 2015 by Dycom Industries, Inc.

99.2 Slide presentation relating to the webcast and conference call held on February 25, 2015.

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: February 25, 2015

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

N E W S    R E L E A S E

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

February 24, 2015

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2015 SECOND QUARTER

RESULTS AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, February 24, 2015 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the second quarter ended January 24, 2015.

The Company reported:

• Contract revenues of $441.1 million for the quarter ended January 24, 2015, compared to $390.5 million for the quarter ended January 25, 2014. Contract revenues for the quarter ended January 24, 2015 grew 10.5% on an organic basis after excluding revenues from businesses acquired that were not owned for the full period in both the current and the prior year periods. Total revenues from these businesses acquired were $9.5 million for the quarter ended January 24, 2015.

• Adjusted EBITDA - Non-GAAP of $47.6 million, or 10.8% of revenue, for the quarter ended January 24, 2015, compared to $28.2 million, or 7.2% of revenue, for the quarter ended January 25, 2014.

• Net income of $9.4 million, or $0.27 per common share diluted, for the quarter ended January 24, 2015, compared to a net loss of $3.1 million, or $0.09 loss per common share, for the quarter ended January 25, 2014.

The Company also reported:

• Contract revenues of $951.5 million for the six months ended January 24, 2015, compared to $903.2 million for the six months ended January 25, 2014. Contract revenues for the six months ended January 24, 2015 grew 3.2% on an organic basis after excluding revenues from businesses acquired that were not owned for the full period in both the current and the prior year periods. Total revenues from these businesses acquired were $19.6 million for the six months ended January 24, 2015.

• Adjusted EBITDA - Non-GAAP of $114.0 million, or 12.0% of revenue, for the six months ended January 24, 2015, compared to $91.4 million, or 10.1% of revenue, for the six months ended January 25, 2014.

• Net income of $30.2 million, or $0.86 per common share diluted, for the six months ended January 24, 2015, compared to $15.6 million, or $0.45 per common share diluted, for the six months ended January 25, 2014.

The Company also announced its outlook for the third quarter of fiscal 2015. The Company currently expects total revenue for the third quarter of fiscal 2015 to range from $455 million to $475 million and diluted earnings per share to range from $0.33 to $0.40.

The Company has defined Adjusted EBITDA - Non-GAAP as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and certain non-recurring items. See the accompanying table which presents 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, February 25, 2015; call (800) 230-1092 (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 7:00 a.m. (ET) on February 25, 2015. 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, March 27, 2015.

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 February 25, 2015.

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.

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 2015 second 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 January 24, 2015 and July 26, 2014 Unaudited
	January 24, 2015		July 26, 2014
ASSETS	(Dollars in thousands)
Current assets:
Cash and equivalents	$	18,428	$	20,672
Accounts receivable, net	267,286		272,741
Costs and estimated earnings in excess of billings	212,314		230,569
Inventories	43,768		49,095
Deferred tax assets, net	18,732		19,932
Other current assets	23,837		12,727
Total current assets	584,365		605,736
Property and equipment, net	207,148		205,413
Goodwill	269,465		269,088
Intangible assets, net	114,173		116,116
Other	18,382		16,001
Total non-current assets	609,168		606,618
Total assets	$	1,193,533	$	1,212,354
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	52,114	$	63,318
Current portion of debt	12,500		10,938
Billings in excess of costs and estimated earnings	16,422		13,882
Accrued insurance claims	34,185		32,260
Other accrued liabilities	62,991		76,134
Total current liabilities	178,212		196,532
Long-term debt	421,418		446,863
Accrued insurance claims	38,348		33,782
Deferred tax liabilities, net non-current	45,596		45,361
Other liabilities	5,051		4,882
Total liabilities	688,625		727,420
Total stockholders' equity	504,908		484,934
Total liabilities and stockholders' equity	$	1,193,533	$	1,212,354

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	January 24, 2015			January 25, 2014			January 24, 2015			January 25, 2014
	(Dollars in thousands, except per share amounts)
Contract revenues	$	441,081		$	390,518		$	951,470		$	903,238
Costs of earned revenues, excluding depreciation and amortization	355,429			327,353			758,898			737,472
General and administrative expenses (a)	41,815			38,562			86,511			81,637
Depreciation and amortization	23,264			23,435			46,193			46,987
Total	420,508			389,350			891,602			866,096
Interest expense, net	(6,730		)	(6,800		)	(13,480		)	(13,686		)
Other income, net	1,735			595			3,530			2,607
Income (loss) before income taxes	15,578			(5,037		)	49,918			26,063
Provision (benefit) for income taxes	6,146			(1,970		)	19,679			10,470
Net income (loss)	$	9,432		$	(3,067	)	$	30,239		$	15,593
Earnings (loss) per common share:
Basic earnings (loss) per common share	$	0.28		$	(0.09	)	$	0.89		$	0.46
Diluted earnings (loss) per common share	$	0.27		$	(0.09	)	$	0.86		$	0.45
Shares used in computing earnings (loss) per common share:
Basic	34,125,829			33,836,099			34,067,983			33,629,884
Diluted	35,127,398			33,836,099			35,122,530			34,767,945
(a) Includes stock-based compensation expense of $3.7 million and $3.5 million for the three months ended January 24, 2015 and January 25, 2014, respectively, and $7.6 million and $7.0 million for the six months ended January 24, 2015 and January 25, 2014, 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 of GAAP and Non-GAAP contract revenues.
		Contract Revenues - GAAP		Revenues from businesses acquired (a)			Contract Revenues - Non-GAAP		% Growth - GAAP		% Growth - Non-GAAP
	Three Months Ended January 24,2015	$	441,081	$	(9,534	)	$	431,547	12.9	%	10.5	%
	Three Months Ended January 25, 2014	$	390,518	$	—		$	390,518
	Six Months Ended January 24, 2015	$	951,470	$	(19,641	)	$	931,829	5.3	%	3.2	%
	Six Months Ended January 25, 2014	$	903,238	$	—		$	903,238
(a) Amounts for the three and six months ended January 24, 2015 represent revenues from businesses acquired during the fourth quarter of fiscal 2014 and the first quarter of fiscal 2015.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP INFORMATION (CONTINUED) Unaudited
The below table presents the Non-GAAP financial measure of Adjusted EBITDA for the three and six months ended January 24, 2015 and January 25, 2014 and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure.
		Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
		January 24, 2015			January 25, 2014			January 24, 2015			January 25, 2014
		(Dollars in thousands)
Reconciliation of net income (loss) to Adjusted EBITDA - Non-GAAP:
	Net income (loss)	$	9,432		$	(3,067	)	$	30,239		$	15,593
	Interest expense, net	6,730			6,800			13,480			13,686
	Provision (benefit) for income taxes	6,146			(1,970		)	19,679			10,470
	Depreciation and amortization expense	23,264			23,435			46,193			46,987
	Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	45,572			25,198			109,591			86,736
	Gain on sale of fixed assets	(1,659		)	(570		)	(3,182		)	(2,435		)
	Stock-based compensation expense	3,664			3,544			7,554			7,049
	Adjusted EBITDA - Non-GAAP	$	47,577		$	28,172		$	113,963		$	91,350

EX-99.2

Fiscal 2015 2nd Quarter Presentation February 25, 2015 Exhibit 99.2

2 Agenda and Participants Introduction and Q2-15 Overview Industry Update Financial & Operational Highlights Outlook Conclusion Q&A Steven E. Nielsen President & Chief Executive Officer Timothy R. Estes Chief Operating Officer H. Andrew DeFerrari Chief Financial Officer Richard B. Vilsoet General Counsel Participants Agenda

3 Forward Looking Statements and Non-GAAP Information This presentation contains “forward-looking statements”. 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. Words such as “outlook,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “should,” “could,” “project,” and similar expressions, as well as statements in future tense, identify forward-looking statements. You should not consider forward-looking statements as a guarantee of future performance or results. 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, assumptions, uncertainties, and risks that could cause such differences are discussed in our most recent Annual Report on Form 10-K, filed with the SEC on September 9, 2014 and our other 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. The Company undertakes no obligation to update these forward-looking statements to reflect new information, or events or circumstances arising after such date. This presentation includes certain “Non-GAAP” financial measures as defined by SEC rules. As required by the SEC, we have provided a reconciliation of those measures to the most directly comparable GAAP measures on the Regulation G slides included as slides 13 through 15 of this presentation. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, our reported GAAP results.

4 Notes: See “Regulation G Disclosure” slides 13-15 for a reconciliation of GAAP to Non-GAAP financial measures. * Q2-14 basic and diluted shares of 33.8 million due to net loss for the quarter. xrhombus Contract revenue of $441.1 million in Q2-15 compared to $390.5 million in Q2-14 xrhombus Strong second quarter operating performance head2right Adjusted EBITDA - Non-GAAP of $47.6 million, or 10.8% of revenue, compared to $28.2 million, or 7.2% in Q2-14 head2right Net income of $0.27 per share diluted in Q2-15 compared to $(0.09) loss per share in Q2-14 xrhombus Repurchased 488,768 shares at an average price of $35.08 per share for $17.1 million $ in millions, except earnings per share Q2-15 Overview and Highlights *

5 Industry increasing network bandwidth dramatically head2right Major industry participants deploying significant wireline networks head2right Most participants believe newly deployed networks should provision 1 gigabit speeds head2right Industry developments are producing opportunities which are in aggregate unprecedented Delivering valuable service to customers head2right Currently providing services for 1 gigabit full deployments across the country in 17 major metropolitan areas to a number of customers head2right Revenues and opportunities driven by this new standard accelerated during Q2-15 head2right Customer spending modulations have diminished • network strategies have firmed • timing uncertainty has receded Dycom’s scale, market position and capital structure position it well as opportunities continue to expand Industry Update

6(a) Stimulus revenues comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009. (a) xrhombus Top 5 customers represented 60.5% of revenue in Q2-15 compared to 59.5% in Q2-14 xrhombus AT&T, Dycom’s largest customer, grew 26.6% organically xrhombus CenturyLink organic growth of 4.0% xrhombus Comcast, Dycom’s third largest customer, grew 22.6% organically Revenue Highlights xrhombus Organic growth of 10.5% xrhombus Organic growth of 13.8%, excluding services for stimulus funded projects xrhombus Revenue from Top 5 customers combined increased 11.4% organically; all other customers increased 9.1% organically Notes: See “Regulation G Disclosure” slides 13-15 for a reconciliation of GAAP to Non-GAAP financial measures.

7 Customers Description Area Approximate Term (in years) head2right Verizon Construction and Maintenance Services Massachusetts, Rhode Island, Pennsylvania, Maryland, Florida 6 head2right CenturyLink Construction and Maintenance Services Wisconsin, Pennsylvania, Arkansas, Alabama 3 head2right Comcast Construction Services Connecticut, New Jersey, Maryland, Virginia 1 head2right AT&T Construction Services Georgia, Florida 1 head2right Windstream Construction Services Kentucky, Oklahoma, New Mexico, Mississippi, Alabama, Florida 1-2 Backlog and Awards Notes: Our backlog estimates represent amounts under master service agreements and other contractual agreements, including long-term contracts, 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. 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. Selected Current Awards and Extensions $ in millions

8 xrhombus Revenue of $441.1 million grew organically 10.5% compared to Q2-14 xrhombus Adjusted EBITDA at 10.8% as percent of revenue head2right Gross margin % increased by 324 basis points from better mix of work types, lower fuel prices and improved productivity with more favorable weather compared to Q2-14 head2right G&A decreased as a percentage of revenue; total G&A expense reflects our scale and an increase in performance-based compensation 10.8%7.2% Financial Highlights $ in millions Notes: See “Regulation G Disclosure” slides 13-15 for a reconciliation of GAAP to Non-GAAP financial measures. * Q2-14 basic and diluted shares of 33.8 million due to net loss for the quarter. * $ in millions except earnings per share Contract revenues $ 390.5 $ 441.1 $ 50.6 Cost of earned revenues $ 327.4 $ 355.4 $ 28.1 Gross margin as % of revenue 16.2% 19.4% 3.2% General & administrative $ 38.6 $ 41.8 $ 3.3 General & administrative as % of revenue 9.9% 9.5% (0.4)% Depreciation $ 18.7 $ 19.1 $ 0.5 Amortization $ 4.8 $ 4.1 $ (0.6) Interest expense, net $ 6.8 $ 6.7 $ (0.1) Other income, net $ 0.6 $ 1.7 $ 1.1 Income tax expense (benefit) $ (2.0) $ 6.1 $ 8.1 Net income (loss) $ (3.1) $ 9.4 $ 12.5 Adjusted EBITDA - Non-GAAP $ 28.2 $ 47.6 $ 19.4 As % of revenue 7.2% 10.8% 3.6% Diluted earnings (loss) per share $ (0.09) $ 0.27 $ 0.36 Q2-15Q2-14 Change Amounts above may not add due to rounding.

9 Q1-15 Q2-15 $ 16.5 $ 18.4 $ 280.6 $ 280.5 111.7 109.4 75.0 44.0 $ 467.4 $ 433.9 $ 450.9 $ 415.5 $ 145.7 $ 176.6 $ 162.1 $ 195.0 Total Debt Net Debt (Total Debt less Cash) Availability under revolver Cash and availability under revolver $275 million revolver Liquidity Summary Cash and equivalents 7.125% Senior Notes Term Loan Cash Flow Summary Q2-15 Q2-15 YTD $ 72.4 $ 83.3 $ (18.4) $ (34.7) $ (1.5) $ (9.8) $ - $ (0.5) $ (33.3) $ (23.7) $ 1.8 $ 2.3 $ (17.1) $ (17.1) $ (1.8) $ (1.9) Cash flow from operations Cash paid for acquisitions Capital expenditures, net of disposals Repayments of debt Proceeds of option exercises Share repurchases Other investing activity Other financing activity, net xrhombus Operating cash flows reflect solid earnings and changes in working capital xrhombus Strong balance sheet with ample liquidity of $195.0 million including $18.4 million of cash on hand and $176.6 million in availability under the Credit Agreement xrhombus Repurchased 488,768 shares in Q2-15 at an average price of $35.08 per share for $17.1 million head2right Current authorization of $40 million for share repurchases over the next 18 months Cash Flow and Liquidity $ in millions Amounts above may not add due to rounding.

10 ($ in millions, except earnings per share) (% as a percent of revenue) Q3-2014 Included for comparison Q3-2015 Outlook and Commentary Contract Revenues $ 426.3 $ 455.0 - $ 475.0 head2right Expectation of adverse weather conditions in the beginning of Q3-15 head2right Network investments by several large customers head2right Lower revenue from rural customers on stimulus projects Gross Margin % 17.8% Gross Margin % which expands from Q3-14 head2right Gross margin expectations reflect adverse weather conditions in the beginning of Q3-15, improving mix of customer growth opportunities and lower fuel prices G&A Expense % 9.2% 9.2% - 9.5% head2right General & Administrative expenses reflecting scale and higher performance-based compensation, including share-based award expenseStock-based compensation included in G&A Expense % $ 2.7 $ 3.3 Depreciation & Amortization $ 22.7 $ 23.3 - $ 23.8 head2right Includes amortization of $4.1 in Q3-15 and Q3-14 Interest Expense $ 6.6 Approximately $ 6.7 Other Income $ 5.6 $ 2.3 - $ 2.6 Adjusted EBITDA % - Non-GAAP 9.3% Adjusted EBITDA % which expands from Q3-14 Earnings Per Share– Diluted $ 0.23 $ 0.33 - $ 0.40 EPS increases from revenue growth and expanding EBITDA Diluted Shares (in millions) 34.8 Approximately 35.0 Q3-2015 Outlook Notes: See “Regulation G Disclosure” slides 13-15 for a reconciliation of GAAP to Non-GAAP financial measures.

11 Looking Ahead to Q4-2015 ($ in millions) (% as a percent of revenue) Q4-2014 Included for comparison Q4-2015 Outlook and Commentary Contract Revenues $ 482.1 Revenue growth % of mid- single to low-double digits compared to Q4-14 head2right Network investments by several large customers head2right Lower revenue from rural customers on stimulus projects Gross Margin % - Non-GAAP Q4-14 (a) 19.8% Gross Margin % which increases from Q4-14 G&A Expense % 8.5% G&A in-line as a % of revenue from Q4-14 Stock-based compensation included in G&A Expense % $ 2.9 $ 3.3 Depreciation & Amortization $ 23.1 $ 23.7 - $24.2 Interest Expense $ 6.6 Approximately $ 6.7 Other Income $ 3.0 $ 1.6 - $ 2.1 Adjusted EBITDA % - Non-GAAP 11.9% Adjusted EBITDA % which increases from Q4-14 EBITDA increases from revenue growth and improved gross margin (a) Non-GAAP gross margin % in Q4-14 excludes a $0.6 million charge for a wage and hour class action litigation settlement. Notes: See “Regulation G Disclosure” slides 13-15 for a reconciliation of GAAP to Non-GAAP financial measures.

12 Conclusion Firm and strengthening end market opportunities head2right Telephone companies deploying FTTX to enable video offerings and 1 gigabit connections head2right Cable operators continuing to deploy fiber to small and medium businesses with cable capital expenditures and new build opportunities expanding head2right Projects resulting from the Connect America Fund (“CAF”) are deploying fiber deeper into rural networks head2right Wireless carriers upgrading from 3G to 4G technologies and increasing 4G capacity Encouraged that industry participants remain committed to multi-year capital spending initiatives which in some cases are meaningfully accelerating and expanding in scope

13 Notes: Amounts above may not add due to rounding. 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 - Non-GAAP as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, 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) Appendix: Regulation G Disclosure Q2-15 Q2-14 Q3-14 Q4-14 Three Months Three Months Three Months Three Months Ended Ended Ended Ended January 24, January 25, April 26, July 26, 2015 2014 2014 2014 Reconciliation of net income (loss) to Adjusted EBITDA -Non-GAAP: Net income (loss) $ 9,432 $ (3,067) $ 7,895 $ 16,489 Interest expense, net 6,730 6,800 6,563 6,578 Provision (benefit) for income taxes 6,146 (1,970) 5,179 10,693 Depreciation and amortization expense 23,264 23,435 22,726 23,060 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 45,572 25,198 42,363 56,820 Gain on sale of fixed assets (1,659) (570) (5,469) (2,802) Stock-based compensation expense 3,664 3,544 2,671 2,876 Charges for wage and hour class action litigation settlements - - - 600 Adjusted EBITDA - Non-GAAP $ 47,577 $ 28,172 $ 39,565 $ 57,494 Contract revenues $ 441,081 $ 390,518 $ 426,284 $ 482,071 Adjusted EBITDA - Non-GAAP as a % of contract revenues 10.8% 7.2% 9.3% 11.9%

14 Notes: Amounts above may not add due to rounding. (a) Organic Revenue – Non-GAAP are revenues from businesses that are included for the full period in both the current and prior year quarter, 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 (“Acquired Subsidiaries”) as the revenues from these businesses are included in both quarters (Q3-14 and Q3-13). (c) Organic revenues from customers for stimulus work is comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009. Revenues from stimulus work included in the Non-GAAP adjustments include all stimulus revenues beginning with Q3-14 organic calculation when the Acquired Subsidiaries were in both periods. 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 (decline) to Non-GAAP organic revenue growth (decline). NON-GAAP ADJUSTMENTS GAAP % NON-GAAP - Organic % (a) NON-GAAP - Organic % excluding stimulus (a) (c) Q2-15 Organic Growth: Q2-15 441.1$ (9.5)$ -$ 431.5$ (9.1)$ 422.4$ 12.9% 10.5% 13.8% Q2-14 390.5$ -$ -$ 390.5$ (19.2)$ 371.3$ Prior Quarters Organic Growth (Decline): Q1-15 510.4$ (10.1)$ -$ 500.3$ (14.0)$ 486.3$ (0.5)% (2.4)% 1.6% Q1-14 512.7$ -$ -$ 512.7$ (34.2)$ 478.6$ Q4-14 482.1$ (9.5)$ -$ 472.6$ (23.8)$ 448.7$ 0.7% (0.7)% 1.7% Q4-13 478.6$ (2.6)$ -$ 476.1$ (34.8)$ 441.3$ 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$ 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$ NON-GAAP ADJUSTMENTS NON-GAAP Organic Contract Revenues - Excluding stimulus (a) Revenue Growth (Decl ine) % 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

15 Notes: Amounts above may not add due to rounding. (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. 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 (decline). Appendix: Regulation G Disclosure Total Contract Revenue Top 5 Customers combined* All customers (excluding Top 5 Customers) AT&T CenturyLink Comcast GAAP Revenue Q2-15 441.1$ 266.6$ 174.4$ 97.0$ 61.8$ 58.0$ Q2-14 390.5$ 232.3$ 158.2$ 73.2$ 56.4$ 47.0$ GAAP Revenue - % Changes 12.9% 14.8% 10.2% 32.5% 9.4% 23.5% Non-GAAP Adjustments Q2-15 - Revenue from businesses acquired in Q1-15 and Q4-14 (9.5)$ (7.8)$ (1.7)$ (4.3)$ (3.1)$ (0.4)$ Non-GAAP Revenue Q2-15 431.5$ 258.8$ 172.7$ 92.6$ 58.7$ 57.6$ Q2-14 390.5$ 232.3$ 158.2$ 73.2$ 56.4$ 47.0$ Non-GAAP Revenue - % Changes (a) Organic Revenue % Change (excluding revenue from businesses acquired in Q1-15 and Q4-14) 10.5% 11.4% 9.1% 26.6% 4.0% 22.6% * Includes AT&T, CenturyLink, Comcast, Verizon, and Time Warner Cable in both Q2-15 and Q2-14

Fiscal 2015 2nd Quarter Presentation February 25, 2015