8-K

UNITED STATES

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 26, 2020

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,	FL	33408
	(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 627-7171

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.33 1/3 per share	DY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On February 26, 2020, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2020 fourth quarter and annual results. The Company also provided forward guidance. Additionally, on February 26, 2020, 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, 99.2, and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information in the preceding paragraphs, as well as Exhibits 99.1, 99.2, and 99.3, 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.

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 include those related to the outlook for the quarter ending April 25, 2020 found under the “Outlook” and “Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures” sections of the press release. Forward-looking statements are based on management’s current expectations, estimates and projections. These statements are subject to risks and uncertainties that may cause actual results for completed periods and periods 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 the Company’s 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 the Company’s customers, fluctuations in customer capital budgets and spending priorities, the adequacy of the Company’s insurance and other reserves and allowances for doubtful accounts, whether the carrying value of the Company’s 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, adjustments and cancellations related to the Company’s backlog, weather conditions, 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 26, 2020 by Dycom Industries, Inc. reporting fiscal 2020 fourth quarter and annual results.
99.2	Slide presentation relating to the webcast and conference call to be held on February 26, 2020.
99.3	Reconciliation of Non-GAAP financial measures included in slide presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 26, 2020

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ Ryan F. Urness
Name:	Ryan F. Urness
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 Callie A. Tomasso, Investor Relations (561) 627-7171

February 26, 2020

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2020 FOURTH QUARTER AND ANNUAL RESULTS

AND PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, February 26, 2020 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the fourth quarter and fiscal year ended January 25, 2020.

Fourth Quarter Fiscal 2020 Highlights

• Contract revenues of $737.6 million for the quarter ended January 25, 2020, compared to $748.6 million for the quarter ended January 26, 2019. Contract revenues for the quarter ended January 25, 2020 increased 1.3% on an organic basis after excluding $20.4 million in contract revenues from storm restoration services for the quarter ended January 26, 2019.

• Non-GAAP Adjusted EBITDA of $44.5 million, or 6.0% of contract revenues, for the quarter ended January 25, 2020, compared to $59.8 million, or 8.0% of contract revenues, for the quarter ended January 26, 2019.

• On a GAAP basis, net loss was $11.2 million, or a loss of $0.35 per common share, for the quarter ended January 25, 2020, compared to net loss of $12.1 million, or a loss of $0.38 per common share, for the quarter ended January 26, 2019. Non‑GAAP Adjusted Net Loss was $7.2 million, or a loss of $0.23 per common share, for the quarter ended January 25, 2020, compared to Non-GAAP Adjusted Net Income of $3.2 million, or $0.10 per Non-GAAP Adjusted Diluted Share, for the quarter ended January 26, 2019.

• During the quarter ended January 25, 2020, the Company reduced net debt by approximately $176.3 million by repaying $108.6 million of borrowings on the Senior Credit Facility, purchasing $25.0 million of principal amount of the Company’s 0.75% convertible senior notes due September 2021 (the “Notes”) at a discount for $24.3 million, and increasing cash. As of January 25, 2020, the Company had cash and equivalents of approximately $54.6 million, no outstanding borrowings on its revolving line of credit, $444.4 million of term loans outstanding and $460.0 million principal amount of Notes outstanding.

Fiscal 2020 Highlights

• Contract revenues of $3.340 billion for the fiscal year endedJanuary 25, 2020, compared to $3.128 billion for the fiscal year endedJanuary 26, 2019. Contract revenues for the fiscal year endedJanuary 25, 2020 increased 8.3% on an organic basis after excluding contract revenues from an acquired business that was not owned for the full period in both the current and prior year periods and contract revenues from storm restoration services. Contract revenues from that acquired business were $26.6 million for the fiscal year endedJanuary 25, 2020, compared to $29.6 million for the fiscal year endedJanuary 26, 2019. Contract revenues from storm restoration services were $4.7 million for the fiscal year endedJanuary 25, 2020, compared to $42.9 million for the fiscal year endedJanuary 26, 2019.

• Non-GAAP Adjusted EBITDA of $310.0 million, or 9.3% of contract revenues, for the fiscal year endedJanuary 25, 2020, compared to $330.0 million, or 10.5% of contract revenues, for the fiscal year endedJanuary 26, 2019.

• On a GAAP basis, net income was $57.2 million, or $1.80 per common share diluted, for the fiscal year endedJanuary 25, 2020, compared to $62.9 million, or $1.97 per common share diluted, for the fiscal year endedJanuary 26, 2019. Non-GAAP Adjusted Net Income was $72.4 million, or $2.27 per common share diluted, for the fiscal

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year endedJanuary 25, 2020, compared to $88.5 million, or $2.78 per Non-GAAP Adjusted Diluted Share, for the fiscal year endedJanuary 26, 2019.

Outlook

The Company also announced its outlook for the fiscal quarter ending April 25, 2020. The Company currently expects total contract revenues for the fiscal quarter ending April 25, 2020 to range from $730 million to $780 million. On a GAAP basis, loss per common share for the fiscal quarter ending April 25, 2020 is expected to range from $(0.20) to $(0.03) and Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share is expected to range from $(0.09) to $0.08. Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share guidance excludes $4.9 million of pre-tax interest expense, or $0.11 per common share on an after-tax basis, for the non‑cash amortization of the debt discount associated with the Company’s 0.75% convertible senior notes due September 2021. A reconciliation of Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share guidance provided for the fiscal quarter ending April 25, 2020, along with reconciliations of other Non-GAAP measures, is included within the press release tables. Additional information on the Company’s outlook is provided in the presentation materials available on the Company’s website posted in connection with the conference call referenced below.

Use of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, the Company may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. See Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures in the press release tables that follow.

Conference Call Information and Other Selected Data

The Company will host a conference call to discuss fiscal 2020 fourth quarter results on Wednesday, February 26, 2020 at 9:00 a.m. Eastern time. A live webcast of the conference call and related materials will be available on the Company's Investor Center website at https://ir.dycomind.com. Parties interested in participating via telephone should dial (844) 291-6362 ( United States) or (234) 720-6995 (International) with the participant code 5156533 ten minutes before the conference call begins and ask for the “Dycom Results” conference call. For those who cannot participate at the scheduled time, a replay of the live webcast and the related materials will be available at https://ir.dycomind.com until Friday, March 27, 2020.

About Dycom Industries, Inc.

Dycom is a leading provider of specialty contracting services throughout the United States. These services include program management; planning; engineering and design; aerial, underground, and wireless construction; maintenance; and fulfillment services for telecommunications providers. Additionally, Dycom provides underground facility locating services for various utilities, including telecommunications providers, and other construction and maintenance services for electric and gas utilities.

Forward Looking Information

This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. These statements include those related to the outlook for the quarter ending April 25, 2020 found under the “Outlook” and “Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures” sections of this release. Forward looking statements are based on management’s current expectations, estimates and projections. These statements are subject to risks and uncertainties that may cause actual results for completed periods and periods 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 the Company’s 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 the Company’s customers, customer capital budgets and spending priorities, the adequacy of the Company’s insurance and other reserves and allowances for doubtful accounts, whether the carrying value of the Company’s 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, adjustments and cancellations related to the Company’s backlog, weather conditions, 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 the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements.

---Tables Follow---

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited
	January 25, 2020		January 26, 2019
ASSETS
Current assets:
Cash and equivalents	$	54,560	$	128,342
Accounts receivable, net	817,245		625,258
Contract assets	253,005		215,849
Inventories	98,324		94,385
Income tax receivable	3,168		3,461
Other current assets	31,991		29,145
Total current assets	1,258,293		1,096,440
Property and equipment, net	376,610		424,751
Operating lease right-of-use assets1	69,596		—
Goodwill and other intangible assets, net	465,694		486,874
Other	47,438		89,438
Total non-current assets	959,338		1,001,063
Total assets	$	2,217,631	$	2,097,503
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	119,612	$	119,485
Current portion of debt	22,500		5,625
Contract liabilities	16,332		15,125
Accrued insurance claims	38,881		39,961
Operating lease liabilities1	26,581		—
Income taxes payable	344		721
Other accrued liabilities	98,775		104,074
Total current liabilities	323,025		284,991
Long-term debt	844,401		867,574
Accrued insurance claims - non-current	56,026		68,315
Operating lease liabilities - non-current1	43,606		—
Deferred tax liabilities, net - non-current	75,527		65,963
Other liabilities	6,442		6,492
Total liabilities	1,349,027		1,293,335
Total stockholders’ equity	868,604		804,168
Total liabilities and stockholders’ equity	$	2,217,631	$	2,097,503

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share amounts)
Unaudited
	Quarter			Quarter			Fiscal Year			Fiscal Year
	Ended			Ended			Ended			Ended
	January 25, 2020			January 26, 2019			January 25, 2020			January 26, 2019
Contract revenues	$	737,603		$	748,619		$	3,339,682		$	3,127,700
Costs of earned revenues, excluding depreciation and amortization2	633,203			633,279			2,779,730			2,562,392
General and administrative3,4	60,976			73,540			254,590			269,140
Depreciation and amortization	46,615			45,909			187,556			179,603
Total	740,794			752,728			3,221,876			3,011,135
Interest expense, net5	(12,620		)	(12,447		)	(50,859		)	(44,369		)
Loss on debt extinguishment6	(76		)	—			(76		)	—
Other income, net	554			1,157			11,665			15,842
(Loss) income before income taxes	(15,333		)	(15,399		)	78,536			88,038
(Benefit) provision for income taxes7	(4,144		)	(3,345		)	21,321			25,131
Net (loss) income	$	(11,189	)	$	(12,054	)	$	57,215		$	62,907
(Loss) earnings per common share:
Basic (loss) earnings per common share	$	(0.35	)	$	(0.38	)	$	1.82		$	2.01
Diluted (loss) earnings per common share	$	(0.35	)	$	(0.38	)	$	1.80		$	1.97
Shares used in computing (loss) earnings per common share:
Basic	31,549,417			31,359,765			31,498,474			31,250,376
Diluted8,9	31,549,417			31,359,765			31,821,782			31,990,168

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES
(Dollars in thousands)
Unaudited
CONTRACT REVENUES, NON-GAAP ORGANIC CONTRACT REVENUES, AND GROWTH (DECLINE) %’s
	Contract Revenues - GAAP		Revenues from acquired businesses10			Revenues from storm restoration services			Non-GAAP - Organic Contract Revenues		GAAP - (Decline) Growth %		Non-GAAP - Organic Growth %
Quarter Ended January 25, 2020	$	737,603	$	—		$	—		$	737,603	(1.5	)%	1.3	%
Quarter Ended January 26, 2019	$	748,619	$	—		$	(20,409	)	$	728,210
Fiscal Year Ended January 25, 2020	$	3,339,682	$	(26,644	)	$	(4,716	)	$	3,308,322	6.8	%	8.3	%
Fiscal Year Ended January 26, 2019	$	3,127,700	$	(29,555	)	$	(42,888	)	$	3,055,257

NET (LOSS) INCOME AND NON-GAAP ADJUSTED EBITDA
	Quarter			Quarter			Fiscal Year			Fiscal Year
	Ended			Ended			Ended			Ended
	January 25, 2020			January 26, 2019			January 25, 2020			January 26, 2019
Reconciliation of net income (loss) to Non-GAAP Adjusted EBITDA:
Net (loss) income	$	(11,189	)	$	(12,054	)	$	57,215		$	62,907
Interest expense, net	12,620			12,447			50,859			44,369
(Benefit) provision for income taxes	(4,144		)	(3,345		)	21,321			25,131
Depreciation and amortization	46,615			45,909			187,556			179,603
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	43,902			42,957			316,951			312,010
Gain on sale of fixed assets	(1,094		)	(2,192		)	(14,879		)	(19,390		)
Stock-based compensation expense	1,584			1,910			10,034			20,187
Loss on debt extinguishment6	76			—			76			—
Charge for (recovery of) accounts receivable and contract assets4	—			17,157			(10,345		)	17,157
Q1-20 charge for warranty costs2	—			—			8,200			—
Non-GAAP Adjusted EBITDA	$	44,468		$	59,832		$	310,037		$	329,964
Contract revenues	$	737,603		$	748,619		$	3,339,682		$	3,127,700
Non-GAAP Adjusted EBITDA % of contract revenues	6.0		%	8.0		%	9.3		%	10.5		%

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
(Dollars in thousands, except share amounts)
Unaudited
NET (LOSS) INCOME, NON-GAAP ADJUSTED NET (LOSS) INCOME, DILUTED (LOSS) EARNINGS PER COMMON SHARE, NON-GAAP ADJUSTED DILUTED (LOSS) EARNINGS PER COMMON SHARE, AND NON-GAAP ADJUSTED DILUTED SHARES
	Quarter			Quarter			Fiscal Year			Fiscal Year
	Ended			Ended			Ended			Ended
	January 25, 2020			January 26, 2019			January 25, 2020			January 26, 2019
Reconciliation of net (loss) income to Non-GAAP Adjusted Net (Loss) Income:
Net (loss) income	$	(11,189	)	$	(12,054	)	$	57,215		$	62,907
Pre-Tax Adjustments:
Non-cash amortization of debt discount on Notes	5,097			4,881			20,112			19,103
Q1-20 charge for warranty costs2	—			—			8,200			—
Charge for (recovery of) accounts receivable and contract assets4	—			17,157			(10,345		)	17,157
Impact on stock-based compensation expense from non-cash charge for accounts receivable and contract assets11	—			(1,851		)	—			(1,851		)
Tax Adjustments:
Tax expense for the vesting and exercise of share-based awards	255			371			1,056			371
Tax expense related to previous tax year filing	—			—			1,092			—
Tax effect of pre-tax adjustments	(1,402		)	(5,257		)	(4,941		)	(9,168		)
Total adjustments, net of tax	3,950			15,301			15,174			25,612
Non-GAAP Adjusted Net (Loss) Income	$	(7,239	)	$	3,247		$	72,389		$	88,519
Reconciliation of diluted (loss) earnings per common share to Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share:
GAAP diluted (loss) earnings per common share	$	(0.35	)	$	(0.38	)	$	1.80		$	1.97
Total adjustments, net of tax and dilutive share effect of Notes9	0.13			0.49			0.48			0.82
Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share	$	(0.23	)	$	0.10		$	2.27		$	2.78
Shares used in computing Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share:
GAAP diluted shares	31,549,417			31,359,765			31,821,782			31,990,168
Adjustment for economic benefit of note hedge related to Notes9	—			—			—			(183,799		)
Adjustment for dilutive common stock equivalents12	—			418,695			—			—
Non-GAAP Adjusted Diluted Shares9	31,549,417			31,778,460			31,821,782			31,806,369
Amounts in table above may not add due to rounding.

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)
Unaudited
OUTLOOK - DILUTED LOSS PER COMMON SHARE AND NON-GAAP ADJUSTED DILUTED (LOSS) EARNINGS PER COMMON SHARE
	Quarter Ending
	April 25, 2020
GAAP diluted loss per common share13	$(0.20) - $(0.03)
Adjustment:
Addback of after-tax non-cash amortization of debt discount on Notes14	0.11
Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share13	$(0.09) - $0.08

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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)

Explanation of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In the Company’s quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, it may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. The Company believes that the presentation of certain Non-GAAP financial measures in these materials provides information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods. 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. Management defines the Non-GAAP financial measures used as follows:

• Non-GAAP Organic Contract Revenues - contract revenues from businesses that are included for the entire period in both the current and prior year periods, excluding contract revenues from storm restoration services. Non-GAAP Organic Contract Revenue growth is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year periods. Management believes organic growth is a helpful measure for comparing the Company’s revenue performance with prior periods.

• Non-GAAP Adjusted EBITDA - net income (loss) before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and certain non-recurring items. Management believes Non-GAAP Adjusted EBITDA is a helpful measure for comparing the Company’s operating performance with prior periods as well as with the performance of other companies with different capital structures or tax rates.

• Non-GAAP Adjusted Net Income (Loss) - GAAP net income (loss) before the non-cash amortization of the debt discount and the related tax impact, certain tax impacts resulting from vesting and exercise of share-based awards, and certain non-recurring items.

• Non-GAAP Adjusted Diluted Earnings (Loss) per Common Share and Non-GAAP Adjusted Diluted Shares - Non-GAAP Adjusted Net Income (Loss) divided by Non-GAAP Adjusted Diluted Shares outstanding. The Company has a hedge in effect to offset the economic dilution of additional shares that would be issued in connection with the conversion of the Notes up to an average quarterly share price of $130.43. The measure of Non-GAAP Adjusted Diluted shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share excludes dilution from the Notes. Management believes that the calculation of Non-GAAP Adjusted Diluted shares to reflect the note hedge will be useful to investors because it provides insight into the offsetting economic effect of the hedge against potential conversion of the Notes.

Management excludes or adjusts each of the items identified below from Non-GAAP Adjusted Net Income (Loss) and Non-GAAP Adjusted Diluted Earnings (Loss) per Common Share:

• Non-cash amortization of debt discount on Notes - The Company’s Notes were allocated between debt and equity components. The difference between the principal amount and the carrying amount of the liability component of the Notes represents a debt discount. The debt discount is being amortized over the term of the Notes but does not result in periodic cash interest payments. The Company has excluded the non-cash amortization of the debt discount from its Non-GAAP financial measures because it believes it is useful to analyze the component of interest expense for the Notes that will be paid in cash. The exclusion of the non-cash amortization from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing financial results.

• Loss on debt extinguishment - The Company incurred a pre-tax charge of approximately $0.1 million for extinguishment of debt in connection with the purchase of $25.0 million aggregate principal amount of its 0.75% convertible senior notes due September 2021 for $24.3 million during the quarter ended January 25, 2020. Management believes excluding the loss on debt extinguishment from the Company’s Non-GAAP financial measures assists investors’ overall understanding of the Company’s current financial performance. The Company believes this type of charge is not indicative of its core operating results. The exclusion of the loss on debt extinguishment from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing the current and historical financial results.

• Charge for (recovery of) previously reserved accounts receivable and contract assets - During the quarter and fiscal year ended January 26, 2019, the Company recognized a pre-tax non-cash charge for accounts receivable and contract assets of $17.2 million related to balances owed from a customer. On February 25, 2019, this customer filed a voluntary petition for reorganization. During the fiscal year ended January 25, 2020, the Company recognized $10.3 million of pre-tax income from the recovery of

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previously reserved accounts receivable and contract assets in the first quarter based on collections from a customer. The Company excludes the impact of this recovery from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results.

• Impact on stock-based compensation expense from non-cash charge for accounts receivable and contract assets - The Company excludes the impact on stock-based compensation expense from the non-cash charge for accounts receivable and contract assets from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results or ongoing operations.

• Q1-20 charge for warranty costs - During the fiscal year ended January 25, 2020, the Company recorded an $8.2 million pre-tax charge in the first quarter for estimated warranty costs for work performed for a customer in prior periods. The Company excludes the impact of this charge from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results in the current period.

• Tax impact of the vesting and exercise of share-based awards - The Company excludes certain tax impacts resulting from the vesting and exercise of share-based awards as these amounts may vary significantly from period to period. Excluding these amounts from the Company’s Non-GAAP financial measures provides management with a more consistent measure for assessing financial results.

• Tax impact of previous tax year filing - During the fiscal year ended January 25, 2020, the Company recognized an income tax expense of $1.1 million in the second quarter on a previous tax year filing. The Company has excluded this impact because the Company believes it is not indicative of the Company’s underlying results or ongoing operations.

• Tax impact of pre-tax adjustments - The tax impact of pre-tax adjustments reflects the Company’s effective tax rate used for financial planning for the applicable period.

9

Notes

¹ The Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842), effective January 27, 2019, the first day of fiscal 2020. On adoption, the Company recognized approximately $71.0 million of operating lease right-of-use assets and corresponding operating lease liabilities on its condensed consolidated balance sheet for its operating leases with terms greater than twelve months.

² During the fiscal year ended January 25, 2020, the Company recorded an $8.2 million pre-tax charge in the first quarter for estimated warranty costs for work performed for a customer in prior periods.

³ Includes stock-based compensation expense of $1.6 million and $1.9 million for the quarters ended January 25, 2020 and January 26, 2019, respectively, and $10.0 million and $20.2 million for the fiscal year ended January 25, 2020 and January 26, 2019, respectively.

⁴ During the fourth quarter of the fiscal year ended January 26, 2019, the Company recognized a pre-tax non-cash charge for accounts receivable and contract assets of $17.2 million related to balances owed from a customer. On February 25, 2019, this customer filed a voluntary petition for reorganization. During the first quarter of the fiscal year ended January 25, 2020, the Company recognized $10.3 million of pre-tax income from the recovery of these previously reserved accounts receivable and contract assets based on collections from the customer.

⁵ Includes pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes of $5.1 million and $4.9 million for the quarters ended January 25, 2020 and January 26, 2019, respectively, and $20.1 million and $19.1 million for the fiscal years ended January 25, 2020 and January 26, 2019, respectively.

⁶ During the quarter ended January 25, 2020, the Company purchased, through open-market transactions, $25.0 million aggregate principal amount of its 0.75% convertible senior notes due September 2021 for $24.3 million, resulting in a remaining principal amount of $460.0 million outstanding. After the write-off of associated debt issuance costs, the net loss on extinguishment was $0.1 million.

⁷ For the the fiscal year ended January 25, 2020, the provision for income taxes included $1.1 million recognized in the second quarter related to a previous tax year filing. For the quarter and fiscal year ended January 25, 2020, the provision for income taxes also included $0.3 million and $1.0 million, respectively, of income tax expense for the vesting and exercise of share-based awards.

⁸ Diluted shares for the quarters ended January 25, 2020 and January 26, 2019 exclude common stock equivalents related to share-based awards as their effect would be anti-dilutive.

⁹ During the first and second quarters of fiscal 2019, the Company’s average stock price exceeded the $96.89 conversion price of its Notes. As a result, diluted shares used in computing diluted earnings per common share for the fiscal year ended January 26, 2019 include approximately 0.2 million weighted shares of potential dilution from the embedded conversion feature in the Notes. The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly share price of $130.43 per share. For the fiscal year ended January 26, 2019, Non-GAAP Adjusted Diluted Shares excludes the GAAP dilutive share effect of the Notes.

¹⁰ Amounts for the fiscal year ended January 25, 2020 and January 26, 2019 represent contract revenues from an acquired business that was not owned for the full period in both the current and prior year periods.

¹¹ As a result of the pre-tax non-cash charge for accounts receivable and contract assets recognized during the quarter ended January 26, 2019, the Company’s stock-based compensation expense was reduced by approximately $1.9 million for the quarter and fiscal year ended January 26, 2019.

¹² For the quarter ended January 26, 2019, GAAP diluted shares excludes 418,695 common stock equivalents related to share-based awards as their effect would be antidilutive. Non-GAAP Adjusted Diluted Shares includes the dilutive effect of these additional shares.

¹³ GAAP loss per common share and Non-GAAP Adjusted Loss per Common Share for the quarter ending April 25, 2020 is calculated using 31.6 million shares, which excludes common stock equivalents related to share-based awards as their effect would be anti-dilutive. Non-GAAP Adjusted Diluted Earnings per Common Share is calculated using 31.8 million shares.

¹⁴ The Company expects to recognize approximately $4.9 million in pre-tax interest expense during the quarter ending April 25, 2020 for the non-cash amortization of the debt discount associated with the Notes.

10

EX-99.2

Dycom Q4 2020 Results February 26, 2020

Participants Agenda Steven E. Nielsen • Opening Comments & Q4 2020 Overview President & Chief Executive Officer • Industry Update Timothy R. Estes Chief Operating Officer • Financial & Operational Highlights H. Andrew DeFerrari Chief Financial Officer • Outlook Ryan F. Urness • Conclusion General Counsel • Q&A 2

Important Information Caution Concerning Forward-Looking Statements 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 the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 4, 2019 and other filings with the 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. Non-GAAP Financial Measures This presentation includes certain “Non-GAAP” financial measures as defined by Regulation G of the SEC. As required by the SEC, an explanation of the Non-GAAP financial measures and a reconciliation of those measures to the most directly comparable GAAP financial measures are provided in the Company’s Form 8-K filed with the SEC on February 26, 2020 and on the Company’s Investor Center website at https://ir.dycomind.com. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. 3

Opening Comments Strong Operating Cash Flows Operating cash flows of $191.8 million funded net debt reduction of $176.3 million and capital expenditures during Q4 2020 Liquidity of $337.3 million at Q4 2020 Solid Backlog Total backlog of $7.314 billion at Q4 2020 increased sequentially from $6.349 at Q3 2020 Operating Results Revenues were strong, but gross margin underperformed compared to the Company’s previously announced expectations for Q4 2020 Slow start with a customer whose activity is expected to increase in fiscal 2021 Large customer program experienced increased costs related primarily to particularly difficult soil conditions in two markets that are approaching completion and the rollout of a new system by this customer Outlook Significant majority of the markets under a large customer program will complete their initial phase during 2H FY2021 This initial phase will be substantially complete by the end of January 2021 in 90% of the markets Dycom serves 4

Contract Revenues Q4 2020 Overview Contract revenues Organic revenue growth of 1.3%, excluding $20.4 million in prior year storm restoration services during Q4 2019 Increased demand from 3 of the Company’s top 5 customers Operating performance Non-GAAP Adjusted EBITDA for Q4 2020 of $44.5 million, or 6.0% of contract revenues, compared to Non-GAAP Adjusted $59.8 million, or 8.0% of contract revenues, for Q4 2019 Diluted EPS Non-GAAP Adjusted Loss per Common Share of ($0.23) for Q4 2020 compared to $0.10 Non-GAAP Adjusted Diluted Earnings per Common Share for Q4 2019 Liquidity Ample liquidity of $337.3 million at the end of Q4 2020 consisting of availability under Senior Credit Facility and cash balances Reduced net debt by $176.3 million during Q4 2020 No outstanding revolver borrowings at the end of Q4 2020 5

Industry Update Industry increasing network bandwidth dramatically Major industry participants constructing or upgrading significant wireline networks across broad sections of the country generally designed to provision 1 gigabit network speeds directly to consumers or wirelessly using 5G technologies Wireline deployments are the foundational element of what is expected to be a decades long deployment of fully converged wireless/wireline networks that will enable high bandwidth, low latency 5G applications Industry effort required to deploy these converged networks continues to meaningfully broaden Dycom’s set of opportunities Dycom’s competitively unparalleled scale and financial strength position it well to deliver valuable services to its customers Currently providing services for 1 gigabit full deployments and converged wireless/wireline multi-use network deployments across the country in dozens of metropolitan areas to several customers Potential wired network construction opportunities exist outside of traditional customer franchise boundaries Customers are pursuing multi-year initiatives that are being planned and managed on a market by market basis Dycom’s ability to provide integrated planning, engineering and design, procurement and construction and maintenance services is of particular value to several industry participants 6

Contract Revenues Non-GAAP Organic Growth (Decline) %1 Top 5 Customers Q4 2020 Organic growth (decline): 1.3% (1.2)% 10.6% Top 5 customers represented 77.2% and 79.7% of contract revenues in Q4 2020 and Q4 2019, respectively Total Customers Top 5 Customers All Other Customers Q4 2020 % of contract revenues from remaining Top 10 customers: 3.3% 31.1% 45.9% 3.2% 1.8% 1.2% 1.0% 0.9% Verizon CenturyLink Windstream Charter Frontier Dominion Energy Crown Castle Edison International 7

Backlog and Awards Backlog2 Employee Headcount Selected Q4 2020 Awards and Extensions: Customer Description Area Term CenturyLink Construction & Utah, Colorado, South Dakota, Nebraska, Kansas, Minnesota, Iowa, 3 years Maintenance Services Missouri, Louisiana, Ohio, Virginia, Tennessee, North Carolina, Florida AT&T Construction Services Ohio, Tennessee, North Carolina, Georgia 3 years Verizon Engineering & Various 3 years Construction Services Comcast Engineering Services Michigan, Massachusetts, Pennsylvania, Maryland, Delaware, Georgia 1 Year 8 Various Locating Services Oregon, California, Indiana, Ohio, Virginia, New Jersey 3 years

Financial Highlights As % of Contract Revenues Revenues of $737.6 million in Q4 2020 increased organically 1.3% from the comparable prior period after excluding $20.4 million in prior year storm restoration services during Q4 2019 Increased demand from 3 of the Company’s top 5 customers 9

Liquidity Overview $ Millions October 26, 2019 January 25, 2020 $ Millions Q4 2019 Q4 2020 Cash and equivalents $ 11.8 $ 54.6 Cash Flow Summary Cash provided by operating activities $ 142.8 $ 191.8 Senior Credit Facility, matures Oct 2023:3 Capital expenditures, net of disposals $ (33.8) $ (15.8) Revolving Facility $ 103.0 $ - Borrowings (payments) on Senior Credit Facility $ - $ (108.6) Term Loan Facilities 450.0 444.4 Purchase of 0.75% Convertible Senior Notes, net of discount $ - $ (24.3) 0.75% Convertible Senior Notes, mature Sept 2021 Other financing & investing activities, net $ (3.1) $ (0.3) (the "Notes") Notional Value: 485.0 460.0 Total Notional Amount of Debt $ 1,038.0 $ 904.4 Total Days Sales Outstanding ("DSO")6 103 130 Net Debt (Notional Debt less Cash) $ 1,026.2 $ 849.8 Total Notional Amount of Debt (see above) $ 1,038.0 $ 904.4 Unamortized debt discount and debt fees on 0.75% Convertible Senior Notes (45.3) (37.5) Debt, net of debt discount and fees $ 992.7 $ 866.9 Availability on Revolving Facility4 $ 207.7 $ 287.0 Liquidity5 $ 219.6 $ 337.3 Reduced net debt by $176.3 million during Q4 2020 Robust operating cash flows funded net debt reduction during Q4 2020 . Repaid $103.0 million of revolving borrowings DSO increase attributable to growth on large customer program . Repaid $5.6 million of term loan borrowings . Purchased $25.0 million of principal amount of Notes Capital expenditures, net of disposals for fiscal 2021 anticipated at . Increased cash by $42.7 million $120 - $130 million Liquidity of $337.3 million at January 25, 2020 10

Outlook for Quarter Ending April 25, 2020 (Q1 2021) $ Millions (except per share amounts) Q1 2020 Outlook Outlook Outlook Q1 2020 Q1 2021 Q1 2020 Q1 2021 Contract revenues $833.7 $730 - $780 Depreciation $41.0 $41.1 - $41.9 GAAP Diluted Earnings (Loss) per Common $0.45 $(0.20) - $(0.03) Amortization $5.3 $5.2 Share Non-GAAP Stock-Based Compensation $3.5 $1.8 - $2.6 (Included in General & Administrative Expense) Non-GAAP Adjusted Diluted Earnings (Loss) $0.53 $(0.09) - $0.08 Non-GAAP Adjusted Interest Expense $7.3 $6.9 - $7.0 per Common Share (Excludes non-cash amortization of debt discount of $4.9 for Q1 2020 & expectation of $4.9 for Q1 2021) Non-GAAP Adjusted EBITDA % 8.8% Non-GAAP Other income, net $5.7 $2.8 - $3.3 of contract revenues Adjusted EBITDA % (Includes Gain on sales of fixed assets of $6.7 for decreases from Q1 Q1 2020 and expectation of $3.7 - $4.2 for Q1 2021) 2020 Non-GAAP Adjusted Effective Income Tax Rate 27.2% 27.5% (as a % of Non-GAAP Adjusted Income before Taxes) Non-GAAP Adjusted Diluted Shares 31.8 million 31.6 - 31.8 million7 11

Looking Ahead to the Quarter Ending July 25, 2020 (Q2 2021) $ Millions (except per share amounts) Q1 2020 Outlook Outlook Outlook Q2 2020 Q2 2021 Q2 2020 Q2 2021 Contract revenues $884.2 Range from Depreciation $41.9 $41.2 - $42.0 low-single digit decrease to Amortization $5.3 $5.2 low- single digit Stock-based compensation $2.3 $2.0 - $3.2 increase as a % of (Included in General & Administrative Expense) revenue compared to Q2 2020 Non-GAAP Adjusted Interest Expense $7.9 $7.2 - $7.4 (Excludes non-cash amortization of debt discount of Non-GAAP Adjusted EBITDA % 10.2% Non-GAAP $5.0 for Q2 2020 & expectation of $5.0 for Q2 2021) of contract revenues (excluding Adjusted EBITDA % Other income, net $4.0 $0.3 - $0.8 amounts in line (Includes Gain on sales of fixed assets of $4.8 for described Q2 2020 and expectation of $1.3 - $1.8 for Q2 2021) below) Non-GAAP Adjusted Effective Income Tax Rate 27.3% 27.5% (as a % of Non-GAAP Adjusted Income before Taxes) Non-GAAP Adjusted Diluted Shares 31.8 million 31.8 million For comparative purposes: In addition to other adjustments discussed on our website, Non-GAAP Adjusted EBITDA % in Q2 2020 of 10.2% excludes $11.8 million of earnings for a contract modification on a large customer program for services performed in periods prior to Q2 2020 and also excludes the related impact of performance-based compensation 12

Conclusion Firm and strengthening end market opportunities Fiber deployments enabling new wireless technologies are underway in many regions of the country Wireless construction activity in support of expanded coverage and capacity continued to grow through the deployment of enhanced macro cells and new small cells Recently completed or have begun work associated with several thousand 5G small cell sites across 11 states Telephone companies are deploying FTTH to enable 1 gigabit high speed connections Cable operators are deploying fiber to small and medium businesses and enterprises; Fiber deep deployments to expand capacity are increasing Dramatically increased speeds to consumers are being provisioned and consumer data usage is growing dramatically Customers are consolidating supply chains creating opportunities for market share growth and increasing the long-term value of Dycom’s maintenance and operations business Dycom is increasingly providing integrated planning, engineering and design, procurement and construction and maintenance services for wired and converged wireless/wireline networks Encouraged that Dycom’s major customers are committed to multi-year capital spending initiatives 13

Notes 1) Organic growth (decline) % adjusted for revenues from acquired businesses and storm restoration services, when applicable. 2) The Company’s backlog represents an estimate of services to be performed pursuant to master service agreements and other contractual agreements over the terms of those contracts. These estimates are based on contract terms and evaluations regarding the timing of the services to be provided. In the case of master service agreements, backlog is estimated based on the work performed in the preceding 12 month period, when available. When estimating backlog for newly initiated master service agreements and other long and short-term contracts, the Company also considers the anticipated scope of the contract and information received from the customer during the procurement process. A significant majority of the Company’s backlog comprises services under master service agreements and other long-term contracts. Backlog is not a measure defined by United States generally accepted accounting principles (“GAAP”) and should be considered in addition to, but not as a substitute for, GAAP results. Participants in the Company’s industry often disclose a calculation of their backlog; however, the Company’s methodology for determining backlog may not be comparable to the methodologies used by others. Dycom utilizes the calculation of backlog to assist in measuring aggregate awards under existing contractual relationships with its customers. The Company believes its backlog disclosures will assist investors in better understanding this estimate of the services to be performed pursuant to awards by its customers under existing contractual relationships. 3) The Company had $52.3 million of standby letters of credit outstanding under the Senior Credit Facility at both January 25, 2020 and October 26, 2019. 4) As of January 25, 2020, Availability on Revolving Facility includes $4.3 million representing the incremental amount of eligible cash and equivalents above $50 million as permitted by the Company’s Senior Credit Facility. As of October 26, 2019, there was no incremental amount included as Cash and equivalents were less than $50 million. 5) As of January 25, 2020, Liquidity represents the sum of the Availability on Revolving Facility, the $50 million threshold amount of cash and equivalents referred to in footnote five above and other available cash and equivalents. As of October 26, 2019, Liquidity represents the sum of the Availability on Revolving Facility and cash and equivalents. 6) DSO is calculated as the summation of current and non-current accounts receivable (including unbilled receivables), net of allowance for doubtful accounts, plus current contract assets, less contract liabilities (formerly referred to as billings in excess of costs and estimated earnings) divided by average revenue per day during the respective quarter. Long-term contract assets are excluded from the calculation of DSO, as these amounts represent payments made to customers pursuant to long-term agreements and are recognized as a reduction of contract revenues over the period for which the related services are provided to the customers. 7) GAAP loss per common share and Non-GAAP Adjusted Loss per Common Share for the quarter ending April 25, 2020 is calculated using 31.6 million shares, which excludes common stock equivalents related to share-based awards as their effect would be anti-dilutive. Non-GAAP Adjusted Diluted Earnings per Common Share for the quarter ending April 25, 2020 is calculated using 31.8 million shares. 14

EX-99.3

Exhibit 99.3

Dycom Industries, Inc.

Non-GAAP Reconciliations

Q4 2020

1

Explanation of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In the Company’s quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, it may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. The Company believes that the presentation of certain Non-GAAP financial measures in these materials provides information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods. 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. Management defines the Non-GAAP financial measures used as follows:

• Non-GAAP Organic Contract Revenues - contract revenues from businesses that are included for the entire period in both the current and prior year periods, excluding contract revenues from storm restoration services. Non-GAAP Organic Contract Revenue growth (decline) is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year periods. Management believes organic growth (decline) is a helpful measure for comparing the Company’s revenue performance with prior periods.

• Non-GAAP Adjusted EBITDA - net income (loss) before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, and certain non-recurring items. Management believes Non-GAAP Adjusted EBITDA is a helpful measure for comparing the Company’s operating performance with prior periods as well as with the performance of other companies with different capital structures or tax rates.

• Non-GAAP Adjusted Net Income (Loss) - GAAP net income (loss) before the non-cash amortization of the debt discount and the related tax impact, certain tax impacts resulting from vesting and exercise of share-based awards, and certain non-recurring items.

• Non-GAAP Adjusted Diluted Earnings (Loss) per Common Share and Non-GAAP Adjusted Diluted Shares - Non-GAAP Adjusted Net Income (Loss) divided by Non-GAAP Adjusted Diluted Shares outstanding. The Company has a hedge in effect to offset the economic dilution of additional shares that would be issued in connection with the conversion of the Company’s 0.75% convertible senior notes due September 2021 (the “Notes”) up to an average quarterly share price of $130.43. The measure of Non-GAAP Adjusted Diluted shares used in computing Non-GAAP Adjusted Diluted Earnings (Loss) per Common Share excludes dilution from the Notes. Management believes that the calculation of Non-GAAP Adjusted Diluted shares to reflect the hedge will be useful to investors because it provides insight into the offsetting economic effect of the hedge against potential conversion of the Notes.

Management excludes or adjusts each of the items identified below from Non-GAAP Adjusted Net Income (Loss) and Non-GAAP Adjusted Diluted Earnings (Loss) per Common Share:

• Non-cash amortization of debt discount on Notes - The Company’s Notes were allocated between debt and equity components. The difference between the principal amount and the carrying amount of the liability component of the Notes represents a debt discount. The debt discount is being amortized over the term of the Notes but does not result in periodic cash interest payments. The Company has excluded the non-cash amortization of the debt discount from its Non-GAAP financial measures because it believes it is useful to analyze the component of interest expense for the Notes that will be paid in cash. The exclusion of the non-cash amortization from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing financial results.

• Loss on debt extinguishment - The Company incurred a pre-tax charge of approximately $0.1 million for extinguishment of debt in connection with the purchase of $25.0 million aggregate principal amount of its 0.75% convertible senior notes due September 2021 for $24.3 million during the quarter ended January 25, 2020. Management believes excluding the loss on debt extinguishment from the Company’s Non-GAAP financial measures assists investors’ overall understanding of the Company’s current financial performance. The Company believes this type of charge is not indicative of its core operating results. The exclusion of the loss on debt extinguishment from the Company’s Non-GAAP financial measures provides management with a consistent measure for assessing the current and historical financial results.

• Charge for (recovery of) previously reserved accounts receivable and contract assets - During the quarter and fiscal year ended January 26, 2019, the Company recognized a pre-tax non-cash charge for accounts receivable and contract assets of $17.2 million related to balances owed from a customer. On February 25, 2019, this customer filed a voluntary petition for reorganization. During the fiscal year ended January 25, 2020, the Company recognized $10.3 million of pre-tax income from the recovery of previously reserved accounts receivable and contract assets in the first quarter based on collections from a

2

customer. The Company excludes the impact of this recovery from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results.

• Impact on stock-based compensation expense from non-cash charge for accounts receivable and contract assets - The Company excludes the impact on stock-based compensation expense from the non-cash charge for accounts receivable and contract assets from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results or ongoing operations.

• Q1-20 charge for warranty costs - During the fiscal year ended January 25, 2020, the Company recorded an $8.2 million pre-tax charge in the first quarter for estimated warranty costs for work performed for a customer in prior periods. The Company excludes the impact of this charge from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results in the current period.

• Tax impact of the vesting and exercise of share-based awards - The Company excludes certain tax impacts resulting from the vesting and exercise of share-based awards as these amounts may vary significantly from period to period. Excluding these amounts from the Company’s Non-GAAP financial measures provides management with a more consistent measure for assessing financial results.

• Tax impact of previous tax year filing - During the fiscal year ended January 25, 2020, the Company recognized an income tax expense of $1.1 million in the second quarter on a previous tax year filing. The Company has excluded this impact because the Company believes it is not indicative of the Company’s underlying results or ongoing operations.

• Tax impact of pre-tax adjustments - The tax impact of pre-tax adjustments reflects the Company’s effective tax rate used for financial planning for the applicable period.

3

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Organic Contract Revenues
Unaudited
(Dollars in millions)
	Contract Revenues - GAAP		Revenues from acquired businesses1			Revenues from storm restoration services			Non-GAAP - Organic Revenues		Growth (Decline)%
Quarter Ended											GAAP %		Non-GAAP - Organic %
January 25, 2020	$	737.6	$	—		$	—		$	737.6	(1.5	)%	1.3	%
January 26, 2019	$	748.6	$	—		$	(20.4	)	$	728.2
October 26, 2019	$	884.1	$	—		$	—		$	884.1	4.2	%	4.7	%
October 27, 2018	$	848.2	$	—		$	(3.9	)	$	844.4
July 27, 2019	$	884.2	$	—		$	—		$	884.2	10.6	%	11.1	%
July 28, 2018	$	799.5	$	—		$	(3.8	)	$	795.7
April 27, 2019	$	833.7	$	(6.1	)	$	(4.7	)	$	822.9	14.0	%	15.8	%
April 28, 2018	$	731.4	$	(5.8	)	$	(14.8	)	$	710.7
January 26, 2019	$	748.6	$	(5.9	)	$	(20.4	)	$	722.3	14.3	%	13.7	%
January 27, 2018	$	655.1	$	—		$	(19.8	)	$	635.3
October 27, 2018	$	848.2	$	(8.8	)	$	(3.9	)	$	835.6	12.2	%	12.9	%
October 28, 2017	$	756.2	$	—		$	(15.9	)	$	740.3
July 28, 2018	$	799.5	$	(9.1	)	$	(3.8	)	$	786.6	2.5	%	0.8	%
July 29, 2017	$	780.2	$	—		$	—		$	780.2
April 28, 2018	$	731.4	$	(15.4	)	$	(14.8	)	$	701.1	(7.0	)%	(10.0	)%
April 29, 2017	$	786.3	$	(7.1	)	$	—		$	779.2

Note: Amounts above may not add due to rounding.

4

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Organic Contract Revenues - Certain Customers
Unaudited
(Dollars in millions)
	Contract Revenues - GAAP		Revenues from acquired businesses1		Revenues from storm restoration services			Non-GAAP - Organic Revenues		Growth (Decline)%
Quarter Ended										GAAP %		Non-GAAP - Organic %
Verizon
January 25, 2020	$	161.3	$	—	$	—		$	161.3	3.3	%	3.3	%
January 26, 2019	$	156.3	$	—	$	—		$	156.2
CenturyLink
January 25, 2020	$	135.1	$	—	$	—		$	135.1	23.3	%	31.1	%
January 26, 2019	$	109.6	$	—	$	(6.5	)	$	103.1
Windstream
January 25, 2020	$	38.8	$	—	$	—		$	38.8	31.5	%	45.9	%
January 26, 2019	$	29.5	$	—	$	(2.9	)	$	26.6
Top 5 Customers2
January 25, 2020	$	569.4	$	—	$	—		$	569.4	(4.5	)%	(1.2	)%
January 26, 2019	$	596.3	$	—	$	(20.2	)	$	576.1
All Other Customers (excluding Top 5 Customers)
January 25, 2020	$	168.2	$	—	$	—		$	168.2	10.4	%	10.6	%
January 26, 2019	$	152.3	$	—	$	(0.2	)	$	152.1

Note: Amounts above may not add due to rounding.

5

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Adjusted EBITDA
Unaudited
(Dollars in thousands)
	Quarter Ended
	January 25, 2020			January 26, 2019
Net (loss) income	$	(11,189	)	$	(12,054	)
Interest expense, net	12,620			12,447
Benefit from income taxes	(4,144		)	(3,345		)
Depreciation and amortization	46,615			45,909
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	43,902			42,957
Gain on sale of fixed assets	(1,094		)	(2,192		)
Stock-based compensation expense	1,584			1,910
Loss on debt extinguishment3	76			—
Charge for (recovery of) accounts receivable and contract assets4	—			17,157
Non-GAAP Adjusted EBITDA	$	44,468		$	59,832
Contract revenues	$	737,603		$	748,619
Non-GAAP Adjusted EBITDA % of contract revenues	6.0		%	8.0		%
Comparable Prior Periods for Q1 2021 and Q2 2021 Outlook:	Quarter Ended
	April 27, 2019			July 27, 2019
Net income	$	14,279		$	29,896
Interest expense, net	12,233			12,878
Provision for income taxes	6,199			12,710
Depreciation and amortization	46,341			47,244
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)	79,052			102,728
Gain on sale of fixed assets	(6,738		)	(4,806		)
Stock-based compensation expense	3,479			2,277
Charge for (recovery of) accounts receivable and contract assets4	(10,345		)	—
Charge for warranty costs5	8,200			—
Non-GAAP Adjusted EBITDA	$	73,648		$	100,199
Contract revenues	$	833,743		$	884,221
Non-GAAP Adjusted EBITDA % of contract revenues	8.8		%	11.3		%
Non-GAAP Adjusted EBITDA % of contract revenues, excluding contract modification6				10.2		%

Note: Amounts above may not add due to rounding.

6

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Adjusted Net (Loss) Income and Non-GAAP Adjusted Diluted (Loss) Earnings Per Share
Unaudited
(Dollars and shares in thousands, except per share amounts)
	Quarter Ended January 25, 2020
	GAAP			Reconciling Items			Non-GAAP Adjusted
Contract revenues	$	737,603		$	—		$	737,603
Costs of earned revenues, excluding depreciation and amortization	633,203			—			633,203
General and administrative	60,976			—			60,976
Depreciation and amortization	46,615			—			46,615
Total	740,794			—			740,794
Interest expense, net7	(12,620		)	5,097			(7,523		)
Loss on debt extinguishment3	(76		)				(76		)
Other income, net	554			—			554
Loss before income taxes	(15,333		)	5,097			(10,236		)
Benefit from income taxes8	(4,144		)	1,147			(2,997		)
Net loss	$	(11,189	)	$	3,950		$	(7,239	)
Loss per common share	$	(0.35	)	$	0.13		$	(0.23	)
Shares used in computing loss per common share9	31,549			—			31,549
	Quarter Ended January 26, 2019
	GAAP			Reconciling Items			Non-GAAP Adjusted
Contract revenues	$	748,619		$	—		$	748,619
Costs of earned revenues, excluding depreciation and amortization	633,279			—			633,279
General and administrative4	73,540			(15,306		)	58,234
Depreciation and amortization	45,909			—			45,909
Total	752,728			(15,306		)	737,422
Interest expense, net7	(12,447		)	4,881			(7,566		)
Other income, net	1,157			—			1,157
(Loss) income before income taxes	(15,399		)	20,187			4,788
(Benefit) provision for income taxes8	(3,345		)	4,886			1,541
Net (loss) income	$	(12,054	)	$	15,301		$	3,247
Diluted (loss) earnings per common share	$	(0.38	)	$	0.49		$	0.10
Shares used in computing diluted (loss) earnings per common share9	31,360			419			31,778

Note: Amounts above may not add due to rounding.

7

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted Earnings Per Share
Unaudited
(Dollars and shares in thousands, except per share amounts)
Comparable Prior Periods for Q1 2021 and Q2 2021 Outlook:	Quarter Ended April 27, 2019
	GAAP			Reconciling Items			Non-GAAP Adjusted
Contract revenues	$	833,743		$	—		$	833,743
Costs of earned revenues, excluding depreciation and amortization5	701,767			(8,200		)	693,567
General and administrative4	58,622			10,345			68,967
Depreciation and amortization	46,341			—			46,341
Total	806,730			2,145			808,875
Interest expense, net7	(12,233		)	4,932			(7,301		)
Other income, net	5,698			—			5,698
Income before income taxes	20,478			2,787			23,265
Provision for income taxes8	6,199			128			6,327
Net income	$	14,279		$	2,659		$	16,938
Diluted earnings per common share	$	0.45		$	0.08		$	0.53
Shares used in computing diluted earnings per common share	31,786			—			31,786
	Quarter Ended July 27, 2019
	GAAP			Reconciling Items			Non-GAAP Adjusted
Contract revenues	$	884,221		$	—		$	884,221
Costs of earned revenues, excluding depreciation and amortization	720,382			—			720,382
General and administrative	65,117			—			65,117
Depreciation and amortization	47,244			—			47,244
Total	832,743			—			832,743
Interest expense, net7	(12,878		)	5,015			(7,863		)
Other income, net	4,006			—			4,006
Income before income taxes	42,606			5,015			47,621
Provision for income taxes8,10	12,710			287			12,997
Net income	$	29,896		$	4,728		$	34,624
Diluted earnings per common share	$	0.94		$	0.15		$	1.09
Shares used in computing diluted earnings per common share	31,820			—			31,820

Note: Amounts above may not add due to rounding.

8

Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Outlook - Loss per common share and Non-GAAP Adjusted Diluted (Loss) Earnings Per Common Share
Unaudited
	Quarter Ending
	April 25, 2020
GAAP loss per common share11	$(0.20) - $(0.03)
Adjustment:
Addback of after-tax non-cash amortization of debt discount on Notes12	0.11
Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share11	$(0.09) - $0.08

9

Notes to Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures

¹ Amounts represent contract revenues from acquired businesses that were not owned for the full period in both the current and comparable prior periods, including any contract revenues from storm restoration services for these acquired businesses.

² Top 5 Customers included Verizon, CenturyLink, AT&T, Comcast and Windstream for the quarters ended January 25, 2020 and January 26, 2019.

³ During the quarter ended January 25, 2020, the Company purchased, through open-market transactions, $25.0 million aggregate principal amount of its 0.75% convertible senior notes due September 2021 for $24.3 million, resulting in a remaining principal amount of $460.0 million outstanding. After the write-off of associated debt issuance costs, the net loss on extinguishment was $0.1 million.

⁴ During the quarter ended January 26, 2019, the Company recognized a pre-tax non-cash charge for accounts receivable and contract assets of $17.2 million related to balances owed from a customer. On February 25, 2019, this customer filed a voluntary petition for reorganization. Partially offsetting this charge, the Company’s stock-based compensation expense was reduced by approximately $1.9 million for the quarter ended January 26, 2019 as a result of the pre-tax non-cash charge for accounts receivable and contract assets. Excluding this reduction, Non-GAAP Stock-Based Compensation Expense was $3.8 million for the quarter ended January 26, 2019. During the quarter ended April 27, 2019, the Company recognized $10.3 million of pre-tax income from the recovery of these previously reserved accounts receivable and contract assets based on collections from the customer.

⁵ During the fiscal year ended January 25, 2020, the Company recorded an $8.2 million pre-tax charge in the first quarter for estimated warranty costs for work performed for a customer in prior periods.

⁶ Non-GAAP Adjusted EBITDA as a percentage of contract revenues for the second quarter of fiscal 2020 of 10.2% excludes $11.8 million of earnings for a contract modification on a large customer program for services performed in periods prior to the second quarter of fiscal 2020 and also excludes the related impact of performance-based compensation.

⁷ Non-GAAP Adjusted Interest expense, net excludes the non-cash amortization of the debt discount associated with the Notes.

⁸ Non-GAAP Adjusted Provision (Benefit) for income taxes excludes the tax related impact of the non-cash amortization of the debt discount associated with the Notes as well as the tax effects of the vesting and exercise of share-based awards.

⁹ GAAP diluted shares for the quarters ended January 25, 2020 and January 26, 2019 exclude common stock equivalents related to share-based awards as their effect would be anti-dilutive. For the quarter ended January 26, 2019, Non-GAAP Adjusted Diluted Shares includes the dilutive effect of an additional 418,695 common stock equivalents.

¹⁰ For the fiscal year ended January 25, 2020, the Company recognized income tax expense of $1.1 million in the second quarter related to a previous tax year filing.

¹¹ GAAP loss per common share and Non-GAAP Adjusted Loss per Common Share for the quarter ending April 25, 2020 is calculated using 31.6 million shares, which excludes common stock equivalents related to share-based awards as their effect would be anti-dilutive. Non-GAAP Adjusted Diluted Earnings per Common Share is calculated using 31.8 million shares.

¹² The Company expects to recognize approximately $4.9 million in pre-tax interest expense during the quarter ending April 25, 2020 for the non-cash amortization of the debt discount associated with the Notes.

10