8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 25, 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.)
	11780 U.S. Highway One, Suite 600,
	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 August 25, 2015, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2015 fourth quarter and annual results. The Company also provided forward guidance. Additionally, on August 26, 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 August 25, 2015, the Company issued a press release reporting fiscal 2015 fourth quarter and annual results. The Company also provided forward guidance. Additionally, on August 26, 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 August 25, 2015 by Dycom Industries, Inc. reporting fiscal 2015 fourth quarter and annual results.

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

August 25, 2015

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2015 FOURTH QUARTER AND ANNUAL RESULTS

AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, August 25, 2015 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the fourth quarter and fiscal year ended July 25, 2015.

The Company reported:

• Contract revenues of $578.5 million for the quarter ended July 25, 2015, compared to $482.1million for the quarter ended July 26, 2014. Contract revenues for the quarter ended July 25, 2015 grew 18.2% on an organic basis after excluding revenues from acquired businesses that were not owned for the full period in both the current and prior year quarter. Total revenues from acquired businesses were $11.8 million for the quarter ended July 25, 2015, compared to $2.8 million for the quarter ended July 26, 2014.

• Adjusted EBITDA - Non-GAAP of $88.5 million, or 15.3% of revenue, for the quarter ended July 25, 2015, compared to $57.5 million, or 11.9% of revenue, for the quarter ended July 26, 2014.

• Net income of $33.8 million, or $0.97 per common share diluted, for the quarter ended July 25, 2015, compared to $16.5 million, or $0.47 per common share diluted, for the quarter ended July 26, 2014. On a Non-GAAP basis, net income was $16.9 million, or $0.48 per common share diluted, for the quarter ended July 26, 2014. Net income - Non-GAAP for the quarter ended July 26, 2014 excludes the impact of pre-tax charges of $0.6 million for a wage and hour class action settlement.

The Company also reported:

• Contract revenues of $2.022 billion for the fiscal year ended July 25, 2015, compared to $1.812 billion for the fiscal year ended July 26, 2014. Contract revenues for the fiscal year ended July 25, 2015 grew 9.6% on an organic basis after excluding revenues from acquired businesses that were not owned for the full year in both the current and prior year. Total revenues from acquired businesses were $40.4 million for the fiscal year ended July 25, 2015, compared to $2.8 million for the fiscal year ended July 26, 2014.

• Adjusted EBITDA - Non-GAAP of $265.5 million, or 13.1% of revenue, for the fiscal year ended July 25, 2015 compared to $188.4 million, or 10.4% of revenue, for the fiscal year ended July 26, 2014.

• Net income of $84.3 million, or $2.41 per common share diluted, for the fiscal year ended July 25, 2015 compared to $40.0 million, or $1.15 per common share diluted, for the fiscal year ended July 26, 2014. On a Non-GAAP basis, net income was $40.3 million, or $1.16 per common share diluted, for the fiscal year ended July 26, 2014. Net income - Non-GAAP for the fiscal year ended July 26, 2014 excludes the impact of pre-tax charges of $0.6 million for a wage and hour class action settlement.

August 25, 2015

Page 2 of 2

The Company also announced its outlook for the first quarter of fiscal 2016. The Company currently expects total revenue for the first quarter of fiscal 2016 to range from $615 million to $635 million and diluted earnings per share to range from $0.96 to $1.04.

Fiscal 2016 first quarter guidance includes the expected results from recently acquired businesses, including TelCom Construction, Inc. and an affiliate (collectively, "TelCom"). TelCom was acquired on August 7, 2015 for approximately $48.6 million in cash. It is based in Clearwater, Minnesota, and provides construction and maintenance services for telecommunications providers throughout the United States.

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, August 26, 2015; call (800) 230-1085 (United States) or (612) 288-0337 (International) ten minutes before the conference call begins and ask for the “Dycom Results” conference call. A live webcast of the conference call, along with 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 August 26, 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, Septemeber 25, 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 August 26, 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 fourth quarter and full year 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 acquired businesses, 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 Unaudited
	As of		As of
	July 25, 2015		July 26, 2014
ASSETS	(Dollars in thousands)
Current assets:
Cash and equivalents	$	21,289	$	20,672
Accounts receivable, net	315,134		272,741
Costs and estimated earnings in excess of billings	274,730		230,569
Inventories	48,650		49,095
Deferred tax assets, net	20,630		19,932
Other current assets	16,199		12,727
Total current assets	696,632		605,736
Property and equipment, net	231,564		205,413
Goodwill and other intangible assets, net	392,579		385,204
Other	38,089		16,001
Total non-current assets	662,232		606,618
Total assets	$	1,358,864	$	1,212,354
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	71,834	$	63,318
Current portion of debt	3,750		10,938
Billings in excess of costs and estimated earnings	16,896		13,882
Accrued insurance claims	35,824		32,260
Other accrued liabilities	98,406		76,134
Total current liabilities	226,710		196,532
Long-term debt	521,841		446,863
Accrued insurance claims	51,476		33,782
Deferred tax liabilities, net non-current	47,388		45,361
Other liabilities	4,249		4,882
Total liabilities	851,664		727,420
Total stockholders' equity	507,200		484,934
Total liabilities and stockholders' equity	$	1,358,864	$	1,212,354

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited
	Three Months Ended			Three Months Ended			Fiscal Year Ended			Fiscal Year Ended
	July 25, 2015			July 26, 2014			July 25, 2015			July 26, 2014
	(Dollars in thousands, except per share amounts)
Contract revenues	$	578,479		$	482,071		$	2,022,312		$	1,811,593
Costs of earned revenues, excluding depreciation and amortization	446,114			387,221			1,593,250			1,475,045
General and administrative expenses (a)	47,483			41,058			178,700			161,858
Depreciation and amortization	25,865			23,060			96,044			92,772
Total	519,462			451,339			1,867,994			1,729,675
Interest expense, net	(6,899		)	(6,578		)	(27,025		)	(26,827		)
Other income, net	1,292			3,028			8,291			11,228
Income before income taxes	53,410			27,182			135,584			66,319
Provision for income taxes	19,583			10,693			51,260			26,341
Net income	$	33,827		$	16,489		$	84,324		$	39,978
Earnings per common share:
Basic earnings per common share	$	1.00		$	0.49		$	2.48		$	1.18
Diluted earnings per common share	$	0.97		$	0.47		$	2.41		$	1.15
Shares used in computing earnings per common share:
Basic	33,936,859			33,965,484			34,045,481			33,773,158
Diluted	34,830,901			34,960,049			35,026,688			34,816,381
(a) Includes stock-based compensation expense of $3.1 million and $2.9 million for the three months ended July 25, 2015 and July 26, 2014, respectively, and $13.9 million and $12.6 million for the fiscal years ended July 25, 2015 and July 26, 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
	(Dollars in thousands)
Three Months Ended July 25,2015	$	578,479	$	(11,793	)	$	566,686	20.0	%	18.2	%
Three Months Ended July 26, 2014	$	482,071	$	(2,772	)	$	479,299
Fiscal Year Ended July 25, 2015	$	2,022,312	$	(40,353	)	$	1,981,959	11.6	%	9.6	%
Fiscal Year Ended July 26, 2014	$	1,811,593	$	(2,772	)	$	1,808,821
(a) Amounts for the three months and fiscal year ended July 25, 2015 represent revenues from businesses acquired during fiscal 2015 and the fourth quarter of fiscal 2014. Amounts for the three months and fiscal year ended July 26, 2014 represent revenues from a business acquired during the fourth quarter of fiscal 2014.

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 months and fiscal years ended July 25, 2015 and July 26, 2014 and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.
		Three Months Ended			Three Months Ended			Fiscal Year Ended			Fiscal Year Ended
		July 25, 2015			July 26, 2014			July 25, 2015			July 26, 2014
		(Dollars in thousands)
Reconciliation of net income to Adjusted EBITDA - Non-GAAP:
	Net income	$	33,827		$	16,489		$	84,324		$	39,978
	Interest expense, net	6,899			6,578			27,025			26,827
	Provision for income taxes	19,583			10,693			51,260			26,341
	Depreciation and amortization expense	25,865			23,060			96,044			92,772
	Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")	86,174			56,820			258,653			185,918
	Gain on sale of fixed assets	(861		)	(2,802		)	(7,110		)	(10,706		)
	Stock-based compensation expense	3,150			2,876			13,923			12,596
	Charges for a wage and hour class action litigation settlement	—			600			—			600
	Adjusted EBITDA - Non-GAAP	$	88,463		$	57,494		$	265,466		$	188,408

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP INFORMATION (CONTINUED) Unaudited
The below table presents a reconciliation of GAAP to Non-GAAP net income for the three months and fiscal year ended July 26, 2014.
	Three Months Ended			Fiscal Year Ended
	July 26, 2014			July 26, 2014
	(Dollars in thousands,
	except per share amounts)
Reconciling Item:
Charges for a wage and hour class action litigation settlement	$	(600	)	$	(600	)
Total Reconciling Item	$	(600	)	$	(600	)
GAAP net income	$	16,489		$	39,978
Adjustment for Reconciling Item above, net of tax	364			364
Net income - Non-GAAP	$	16,853		$	40,342
Earnings per common share:
Basic earnings per common share - GAAP	$	0.49		$	1.18
Adjustment for Reconciling Item above, net of tax	0.01			0.01
Basic earnings per common share - Non-GAAP	$	0.50		$	1.19
Diluted earnings per common share - GAAP	$	0.47		$	1.15
Adjustment for Reconciling Item above, net of tax	0.01			0.01
Diluted earnings per common share - Non-GAAP	$	0.48		$	1.16
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	33,965,484			33,773,158
Diluted	34,960,049			34,816,381

EX-99.2

Fiscal 2015 4th Quarter Presentation August 26, 2015 Exhibit 99.2

2 Agenda and Participants Introduction and Q4-15 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 16 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 13-16 for a reconciliation of GAAP to Non-GAAP financial measures. xrhombus Strong fourth quarter operating performance head2right Contract revenues of $578.5 million in Q4-15 compared to $482.1 million in Q4-14 head2right Adjusted EBITDA - Non-GAAP of $88.5 million, or 15.3% of revenues in Q4-15, compared to $57.5 million, or 11.9% in Q4-14 head2right Net income of $0.97 per diluted share in Q4-15 compared to $0.48 per diluted share (Non-GAAP) in Q4-14 xrhombus Share repurchases and acquisition activity head2right Repurchased 1,055,380 shares for $66.5 million at an average price of $62.97 per share during Q4-15 and Q1-16 head2right New $50 million share repurchase authorization approved on August 25, 2015 head2right During Q4-15, acquired Venture Communications Group, LLC and Moll’s Utility Services, LLC for $22.1 million head2right Acquired TelCom Construction, Inc. for $48.6 million in Q1-16 $ in millions, except earnings per share Q4-15 Overview and Highlights

5 Industry increasing network bandwidth dramatically head2right Major industry participants deploying significant wireline networks head2right Newly deployed networks provisioning 1 gigabit speeds, speeds beyond 1 gigabit envisioned 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 dozens of metropolitan areas to a number of customers head2right Revenues and opportunities driven by this new standard accelerated head2right Customer spending modulations have diminished • multi-year initiatives are being outlined publicly, managed locally • network strategies have firmed • timing uncertainty has receded Increasingly likely calendar 2015 will be seen as the foundational year for a massive investment cycle in wireline networks Dycom’s scale, market position and financial strength position it well as opportunities continue to expand Industry Update

6 xrhombus Top 5 customers represented 64.3% of revenues in Q4- 15 compared to 58.1% in Q4-14 xrhombus All Top 5 customers grew organically during Q4-15: head2right AT&T, 13.0% head2right CenturyLink, 42.1% head2right Comcast, 23.1% head2right Verizon, 36.2% head2right Dycom’s 5th largest customer, 81.1% Revenue Highlights xrhombus Organic growth of 18.2% xrhombus Excluding services for stimulus funded projects, organic growth of 22.2% xrhombus Revenues from Q4-15’s Top 5 customers combined increased 31.0% organically. All other customers combined increased 0.7% organically Notes: See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures. (a) Stimulus revenues comprised of projects funded in part by the American Recovery and Reinvestment Act of 2009. (a)

7 Customers Description Area Approximate Term (in years) CenturyLink Construction and Maintenance Services Oregon, Nevada, Utah, Wyoming, Colorado, Wisconsin, Tennessee, Alabama, Ohio, Pennsylvania, New Jersey, Virginia, North Carolina, Florida 3 Verizon Construction and Maintenance Services & Underground Facility Locating Services Delaware, Virginia 5 Columbia Gas Underground Facility Locating Services Virginia 3 Comcast Construction Services Connecticut, Pennsylvania 1-2 Various Rural and Municipal Broadband Oregon, California, Utah, New Mexico, Minnesota, Wisconsin, Kentucky, Tennessee, South Carolina 1 Backlog and Awards Notes: Our backlog represents the estimated 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 $ in millions, except earnings per share Q4-14 Q4-15 Change Contract revenues 482.1$ 578.5$ 96.4$ Cost of earned revenues (Non-GAAP Q4-14) 386.6$ 446.1$ 59.5$ Gross margin as % of revenue 19.8% 22.9% 3.1% General & administrative 41.1$ 47.5$ 6.4$ General & administrative as % of revenue 8.5% 8.2% -0.3% Depreciation 18.9$ 21.5$ 2.7$ Amortization 4.2$ 4.4$ 0.2$ Interest expense, net 6.6$ 6.9$ 0.3$ Other income, net 3.0$ 1.3$ (1.7)$ Income tax expense (Non-GAAP Q4-14) 10.9$ 19.6$ 8.7$ Net income - (Non-GAAP Q4-14) 16.9$ 33.8$ 17.0$ Adjusted EBITDA - Non-GAAP 57.5$ 88.5$ 31.0$ Adjusted EBITDA as % of revenue 11.9% 15.3% 3.4% Earnings per share - Diluted (Non-GAAP Q4-14) 0.48$ 0.97$ 0.49$ xrhombus Revenues of $578.5 million, organic growth of 18.2% year-over-year xrhombus Adjusted EBITDA-Non GAAP increased to 15.3% as percent of revenue in Q4-15 compared to 11.9% in Q4-14 head2right Gross margin % improvement of over 300 basis points from improved mix of customer opportunities, lower fuel prices and improved productivity compared to Q4-14 head2right G&A as a % of revenue declined 0.3%. Total G&A change reflects our increased scale, costs of recently acquired businesses and higher performance-based compensation from strong operating results xrhombus Diluted EPS of $0.97 in Q4-15 compared to Non-GAAP Diluted EPS of $0.48 in Q4-14 Financial Highlights $ in millions Notes: See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures. Amounts above may not add due to rounding. As a % of Revenues 11.9% 15.3%

9 Liquidity Summary Q3-15 Q4-15 Cash and equivalents $ 22.5 $ 21.3 7.125% Senior Subordinated Notes $ 280.4 $ 280.3 $450 million revolver 16.3 95.3 Term Loan 150.0 150.0 Total Debt $ 446.7 $ 525.6 Net Debt (Total Debt less Cash) $ 424.1 $ 504.3 Availability under revolver $ 379.3 $ 300.3 Letters of Credit outstanding 54.4$ 54.4$ Cash and availability under revolver $ 401.9 $ 321.6 Senior Credit Facility, matures April 2020 xrhombus Strong balance sheet and operating cash flows; DSO improved to 90 days at Q4-15 from 92 days at Q3-15 xrhombus Capital expenditures, net of disposals, of $23.6 million in Q4-15 supporting growth and replacement activities xrhombus Repurchased 1,055,380 shares for $66.5 million at an average price of $62.97 per share during Q4-15 and Q1-16. New $50 million share repurchase authorization approved on August 25, 2015 xrhombus During Q4-15, acquired Venture Communications Group, LLC and Moll’s Utility Services, LLC for $22.1 million xrhombus Acquired TelCom Construction, Inc. for $48.6 million in Q1-16 xrhombus Ample liquidity of $321.6 million at Q4-15 consisting of $300.3 million in availability under the revolver portion of the Senior Credit Facility and $21.3 million of cash on hand Cash Flow and Liquidity $ in millions Notes: - Amounts above may not add due to rounding. - Days sales outstanding is calculated as the summation of current accounts receivable, plus costs and estimated earnings in excess of billings, less billings in excess of costs and estimated earnings, divided by average revenue per day during the respective quarter. Cash Flow Summary Q4-15 Q4-15 YTD $ 18.4 $ 142.0 $ (23.6) $ (93.7) $ (22.1) $ (31.9) $ - $ (4.5) $ 79.0 $ 68.2 $ 2.1 $ 8.9 $ (56.5) $ (87.1) $ (0.3) $ (3.9) $ 1.8 $ 2.7 Cash paid for acquisitions Capital expenditures, net of disposals Borrowings on credit facility Proceeds of option exercises Share repurchases Other investing activity Other financing activity, net Debt issuance costs Cash flow from operations

10 ($ in millions, except earnings per share) (% as a percent of revenue) Q1-2015 Included for comparison Q1-2016 Outlook and Commentary Contract Revenues $510.4 $615 - $635 head2right Firm and strengthening end market opportunities head2right Broad range of demand by several large customers, including 1 gigabit deployments and growing core market share head2right Expected to include more than $30.0 million of revenue in Q1-16 from recently acquired businesses compared to $1.9 million in Q1-15 Gross Margin % 20.9% Gross Margin % which expands from Q1-15 head2right Gross margin expectations reflect a solid mix of customer growth opportunities G&A Expense % 8.8% G&A Expense % which declines to 8.5% or lower as a % of revenue head2right Total G&A reflects increased scale, costs of recently acquired businesses and higher performance-based compensation, including share-based award expense of approximately $4.5 million Share-based compensation included in G&A Expense % $3.9 $4.5 Depreciation & Amortization $22.9 $27.8 - $28.4 head2right Fiscal 2016 full year capital expenditures, net of disposals, estimated to be $125 million reflecting growth head2right Depreciation and amortization reflects increased cap-ex and recently acquired businesses head2right Amortization of $4.9 million expected in Q1-16 compared to $4.1 million in Q1-15 Interest Expense $6.7 Approximately $7.4 Other Income $1.8 $0.9 - $1.3 Adjusted EBITDA % - Non-GAAP 13.0% Adjusted EBITDA % which expands from Q1-15 Earnings Per Share – Diluted $0.59 $0.96 - $1.04 EPS increases from revenue growth and expanding EBITDA head2right Fiscal 2016 effective tax rate expected near 38.0% Diluted Shares (in millions) 35.1 Approximately 34.3 head2right Reflects share repurchases Q1-2016 Outlook Notes: See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures. *Fiscal 2016 will consist of 53 weeks. Q1-16, Q2-16, and Q3-16 will each consist of 13 weeks of operations and Q4-16 will consist of 14 weeks of operations.

11 Looking Ahead to Q2-2016 ($ in millions) (% as a percent of revenue) Q2-2015 Included for comparison Q2-2016 Outlook and Commentary Contract Revenues $441.1 Total revenue growth % in high teens or slightly better as % of revenue compared to Q2-15 head2right Expectation of normal winter weather patterns head2right Firm and strengthening end market opportunities head2right Broad range of demand by several large customers, including 1 gigabit deployments and growing core market share head2right Total revenue expected to include more than $20.0 million of revenue in Q2-16 from businesses acquired in Q4-15 and Q1-16 Gross Margin % 19.4% Gross Margin % which increases from Q2-15 head2right Expectation of normal winter weather and an improving mix of customer growth opportunities head2right Q2 margins display impacts of seasonality including: * inclement winter weather * fewer available workdays due to holidays * reduced daylight work hours * restart of calendar payroll taxes G&A Expense % 9.5% G&A as a % of revenue in-line with Q2-15 head2right Total G&A includes costs of recently acquired businesses and share-based award expense of approximately $4.1 million Stock-based compensation included in G&A Expense % $3.7 $ 4.1 Depreciation & Amortization $23.3 $29.7 - $30.4 head2right Depreciation and amortization reflects increased cap-ex and recently acquired businesses head2right Includes amortization of approximately $4.8 million in Q2-16 compared to $4.1 million in Q2-15 Interest Expense $6.7 Approximately $7.3 Other Income $1.7 $2.0 - $2.5 Adjusted EBITDA % - Non-GAAP 10.8% Adjusted EBITDA % which increases from Q2-15 EBITDA increases from revenue growth and improved gross margin Notes: See “Regulation G Disclosure” slides 13-16 for a reconciliation of GAAP to Non-GAAP financial measures *Fiscal 2016 will consist of 53 weeks. Q1-16, Q2-16, and Q3-16 will each consist of 13 weeks of operations and Q4-16 will consist of 14 weeks of operations.

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 Connect America Fund (“CAF”) 1 projects are deploying fiber deeper into rural networks; Multi-year CAF 2 projects are emerging head2right Customers are consolidating supply chains creating opportunities for market share growth Encouraged that industry participants remain committed to multi-year capital spending initiatives which in most 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 July 25, 2015 July 26, 2014 October 25, 2014 January 24, 2015 Q4-15 Q4-14 Q1-15 Q2-15 Reconcil iation of net income to Adjusted EBITDA - Non-GAAP: Net income 33,827$ 16,489$ 20,807$ 9,432$ Interest expense, net 6,899 6,578 6,749 6,730 Provision for income taxes 19,583 10,693 13,534 6,146 Depreciation and amortization 25,865 23,060 22,930 23,264 Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA") 86,174 56,820 64,020 45,572 Gain on sale of fixed assets (861) (2,802) (1,523) (1,659) Stock-based compensation expense 3,150 2,876 3,890 3,664 Charges for wage and hour class action l itigation settlement - 600 - - Adjusted EBITDA - Non-GAAP 88,463$ 57,494$ 66,387$ 47,577$ Contract Revenues 578,479$ 482,071$ 510,389$ 441,081$ Adjusted EBITDA - Non-GAAP as a % of contract revenues 15.3% 11.9% 13.0% 10.8% Three Months Ended For Comparison purposes for slides 10 and 11

14 Notes: Amounts above may not add due to rounding. (a) Non-GAAP Organic Revenue s 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. Non-GAAP Organic Revenue growth is calculated as the percentage increase in Non-GAAP Organic Revenues over those of the comparable prior year period (fiscal quarter). (b) For comparisons of Organic Revenues beginning with Q3-14, Non-GAAP Organic Revenue s 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) Non-GAAP Organic Revenues – excluding stimulus are revenues from business that are included for the full period in both the current and prior year quarter, excluding storm restoration services, if any, and revenues from projects funded in part by the American Recovery and Reinvestment Act of 2009. Appendix: Regulation G Disclosure Contract Revenues 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) Q4-15 Organic Growth: Q4-15 578.5$ (11.8)$ -$ 566.7$ (10.0)$ 556.7$ 20.0% 18.2% 22.2% Q4-14 482.1$ (2.8)$ -$ 479.3$ (23.8)$ 455.5$ Prior Quarters Organic Growth (Decline):P ior Qua ters Organ c Growth (Decline): Q3-15 492.4$ (8.9)$ -$ 483.4$ (8.7)$ 474.8$ 15.5% 13.4% 18.6% Q3-14 426.3$ -$ -$ 426.3$ (26.0)$ 400.3$ 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$ 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$ GAAP Contract Revenues 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)

15 Notes: Amounts above may not add due to rounding. (a) Non-GAAP Organic Revenue s are revenues from businesses that are included for the full period in both the current and prior year quarter. Non-GAAP Organic Revenue growth is calculated as the percentage increase in Non-GAAP Organic Revenues over those of the comparable prior year period (fiscal quarter). Contract Revenues 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 Q4-15 578.5$ 372.2$ 206.2$ 110.4$ 90.5$ 72.0$ Q4-14 482.1$ 279.6$ 202.5$ 96.5$ 60.0$ 58.6$ GAAP Revenue - % Changes 20.0% 33.2% 1.8% 14.4% 50.8% 22.9% Non-GAAP Adjustments Q4-15 - Revenue from businesses acquired in FY'15 & and Q4-14 (11.8)$ (9.2)$ (2.6)$ (3.9)$ (5.2)$ (0.0)$ Q4-14 - Revenue from businesses acquired in Q4-14 (2.8)$ (2.4)$ (0.4)$ (2.2)$ -$ (0.1)$ Non-GAAP Organic Revenue Q4-15 566.7$ 363.1$ 203.6$ 106.5$ 85.3$ 72.0$ Q4-14 479.3$ 277.2$ 202.1$ 94.3$ 60.0$ 58.5$ Non-GAAP Organic Revenue - % Changes (a) Organic Revenue % Change 18.2% 31.0% 0.7% 13.0% 42.1% 23.1%

16 Reconciliation of GAAP to Non-GAAP Measures ($ in 000’s) Appendix: Regulation G Disclosure Notes: Amounts above may not add due to rounding. For the quarter ended July 26, 2014, the item reconciling GAAP to Non-GAAP financial measures is specifically described below: (a) Pre-tax charges for wage and hour class action litigation settlement. (b) Provision for income taxes includes the tax effect of the reconciling item identified herein. (c) Gross margin % is calculated as contract revenues less cost of earned revenues (excluding depreciation and amortization) as a percentage of contract revenues. GAAP Reconciling Item Non-GAAP Contract revenues 482,071$ -$ 482,071$ Cost of earned revenues, excluding depreciation and amortization 387,221 (600) (a) 386,621 General and administrative expenses 41,058 - 41,058 Depreciation and amortization 23,060 - 23,060 Total 451,339 (600) 450,739 Interest expense, net (6,578) - (6,578) Other income, net 3,028 - 3,028 Income before income taxes 27,182 600 27,782 Provision for income taxes (b) 10,693 236 10,929 Net income 16,489$ 364$ 16,853$ Diluted income per share 0.47$ 0.01$ 0.48$ Shares used in computing Diluted EPS: 34,960,049 34,960,049 Gross Margin % (c) 19.68% 19.80% Three Months Ended July 26, 2014 Q4-14

Fiscal 2015 4th Quarter Presentation August 26, 2015