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 26, 2008

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida
(State or other jurisdiction)
of incorporation) 0-5423
(Commission file number) 59-1277135
(I.R.S. employer
identification no.)

11770 U.S. Highway One, Suite 101
Palm Beach Gardens, Florida 33408
(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On August 26, 2008 Dycom Industries, Inc. (the “Company”) issued a press release reporting its fourth quarter of fiscal 2008 revenue and earnings expectations. As described in the press release, the Company will host a conference call for investors to discuss its financial results for the three months ended July 26, 2008 on August 27, 2008. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated in this Item 2.02 by reference.

The press release includes income from continuing operations excluding certain items that are set forth in the GAAP reconciliation schedule provided in the release. The Company believes this non-GAAP financial measure is useful to investors because it allows for a more direct comparison of the Company’s performance for the quarter and fiscal year with the Company’s performance in the prior-year periods.

The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure

On August 26, 2008, the Company issued a press release reporting its fourth quarter of fiscal 2008 revenue and earnings expectations. As described in the press release, the Company will host a conference call for investors to discuss its financial results for the three months ended July 26, 2008 on August 27, 2008. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated in this Item 7.01 by reference.

The press release includes income from continuing operations excluding certain items that are set forth in the GAAP reconciliation schedule provided in the release. The Company believes this non-GAAP financial measure is useful to investors because it allows for a more direct comparison of the Company’s performance for the quarter and fiscal year with the Company’s performance in the prior-year periods.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 8.01 Other Events

On August 26, 2008 the Company issued a press release announcing that its Board of Directors had authorized an increase in its authorization to repurchase shares of Company common stock. The stock repurchases are authorized to be made over the next eighteen (18) months in open market or private transactions. Since August 2007, under the existing authorization, the Company has purchased 1,693,500 shares for approximately $25.2 million.

A copy of the Company’s press release is attached as Exhibit 99.2 and is incorporated herein by reference.

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Item 9.01 Financial Statement and Exhibits.

(d)	Exhibits
		99.1	Press release dated August 26, 2008 announcing the fourth quarter results and earnings expectations.
		99.2	Press release dated August 26, 2008 announcing a new authorization to repurchase common stock

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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, 2008

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

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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

Palm Beach Gardens, Florida August 26, 2008

DYCOM ANNOUNCES FISCAL 2008 FOURTH QUARTER RESULTS AND
PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, August 26, 2008—Dycom Industries, Inc. (NYSE: DY) announced its results today for the fourth quarter ended July 26, 2008. The Company reported income from continuing operations for the quarter ended July 26, 2008 on a non-GAAP basis of $9.1 million, or $0.23 per common share diluted. This excludes a non-cash impairment charge of $9.7 million resulting from the Company’s annual goodwill impairment test and a reduction of interest and income tax expense of $0.4 million and $1.1 million, respectively, related to the reversal of certain income tax related liabilities. The combined effect of these items was to decrease income from continuing operations by $4.5 million, net of tax, or $0.11 per common share diluted, for the quarter ended July 26, 2008. On a GAAP basis, income from continuing operations for the quarter ended July 26, 2008 was $4.6 million, or $0.12 per common share diluted, versus income from continuing operations for the quarter ended July 28, 2007 of $14.5 million, or $0.35 per common share diluted. See the attached tables which present a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Total contract revenues for the quarter ended July 26, 2008 were $322.1 million compared to total contract revenues of $317.3 million for the quarter ended July 28, 2007, an increase of 1.5%. Stock-based compensation expense for the quarter ended July 26, 2008 and quarter ended July 28, 2007 was $0.6 million and $1.5 million, respectively, on a pre-tax basis.

For the year ended July 26, 2008, income from continuing operations on a non-GAAP basis was $31.4 million, or $0.77 per common share diluted. This excludes the non-cash goodwill impairment charge and reductions in interest and income tax expense, an accrual related to the previously announced wage and hour class action settlement and the reversal of a pre-acquisition payroll related accrual for the year ended July 26, 2008. On a combined basis, these items decreased income from continuing operations $7.0 million, net of tax, or $0.17 per common share diluted, for the year ended July 26, 2008. For the year ended July 28, 2007, income from continuing operations on a non-GAAP basis was $40.7 million, or $1.00 per common share diluted, excluding a gain on sale of real estate of $1.5 million net of tax, or $0.04 per common share diluted. On a GAAP basis, income from continuing operations for the year ended July 26, 2008 was $24.4 million, or $0.60 per common share diluted, compared to income from continuing operations of $42.2 million, or $1.04 per common share diluted, for the year ended July 28, 2007. See the attached tables which present a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Total contract revenues from continuing operations for the year ended July 26, 2008 were $1.230 billion compared to total contract revenues from continuing operations of $1.138 billion for the year ended July 28, 2007, an increase of 8.1%. Stock-based compensation expense for the year ended July 26, 2008 and the year ended July 28, 2007 was $5.2 million and $6.2 million, respectively, on a pre-tax basis.

Net income, including the results of discontinued operations, for the quarter ended July 26, 2008 was $3.1 million, or $0.08 per common share diluted, compared to $14.3 million, or $0.35 per common share diluted for the quarter ended July 28, 2007. Net income, including the results of discontinued operations, for the year ended July 26, 2008 was $21.7 million, or $0.53 per common share diluted, compared to $41.9 million, or $1.03 per common share diluted, for the year ended July 28, 2007.

Dycom also announced its outlook for the first quarter of fiscal 2009. The Company currently expects revenue for the first quarter of fiscal 2009 to range from $305 million to $325 million and diluted earnings per share to range from $0.18 to $0.23. Included in the expected results is stock-based compensation expense of approximately $1.8 million on a pre-tax basis.

A Tele-Conference call to review the Company’s results and address its outlook will be hosted at 9:00 a.m. (ET), Wednesday, August 27, 2008; Call 800-230-1059 (United States) or 612-234-9959 (International) ten minutes before the conference call begins and ask for the “Dycom Results” conference call. A live webcast of the conference call, along with a slide presentation, will be available at http://www.dycomind.com under the heading “Investors” and subheading “Event Details”. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and the slide presentation will also be available at http://www.dycomind.com until Friday, September 26, 2008.

Dycom is a leading provider of specialty contracting services throughout the United States. 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 utilities and others.

Fiscal 2008 results are preliminary and the quarterly and annual information is unaudited. This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. Such statements include, but are not limited to, the Company’s expectations for revenues and earnings per share. 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. Such risks and uncertainties include: business and economic conditions 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, the impact of any future acquisitions, the anticipated outcome of other contingent events, including litigation, liquidity needs and the availability of financing, as well as other risks detailed in our filings with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.

—Tables Follow—

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NYSE: “DY”

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 26, 2008 and July 28, 2007
Unaudited

	July 26,		July 28,
	2008		2007
	($ in 000’s)
ASSETS
Current Assets:
Cash and equivalents	$	22,068	$	18,862
Accounts receivable, net		146,420		146,864
Costs and estimated earnings in excess of billings		94,270		95,392
Deferred tax assets, net		19,474		15,478
Income taxes receivable		6,014		—
Inventories		8,994		8,268
Other current assets		7,301		7,266
Current assets of discontinued operations		667		307
Total current assets		305,208		292,437
Property and equipment, net		170,479		164,544
Intangible assets, net		302,998		320,952
Other		10,478		11,831
Total	$	789,163	$	789,764
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	29,835	$	30,375
Current portion of debt		2,306		3,301
Billings in excess of costs and estimated earnings		483		712
Accrued insurance claims		29,834		26,902
Income taxes payable		—		1,947
Other accrued liabilities		66,275		63,076
Current liabilities of discontinued operations		2,731		939
Total current liabilities		131,464		127,252
Long-term debt		151,049		163,509
Accrued insurance claims		37,175		33,085
Deferred tax liabilities, net non-current		19,641		19,316
Other liabilities		5,314		1,322
Non-current liabilities of discontinued operations		427		649
Stockholders’ Equity		444,093		444,631
Total	$	789,163	$	789,764

NYSE: “DY”

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited

	Three Months			Three Months			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	July 26,			July 28,			July 26,			July 28,
	2008			2007			2008			2007
	(In 000’s, except per share amounts)
Contract revenues	$	322,087		$	317,324		$	1,229,956		$	1,137,812
Cost of earned revenues, excluding depreciation and amortization		262,403			253,057			1,011,219			915,250
General and administrative expenses (1)		26,050			23,304			98,942			90,090
Depreciation and amortization		17,030			15,835			67,288			57,799
Goodwill impairment charge		9,672			—			9,672			—
Total		315,155			292,196			1,187,121			1,063,139
Interest income		73			165			691			966
Interest expense		(2,865	)		(3,503	)		(13,096	)		(14,809	)
Other income, net		2,113			1,833			7,154			8,647
Income from continuing operations before income taxes		6,253			23,623			37,584			69,477
Provision for income taxes		1,666			9,165			13,180			27,275
Income from continuing operations		4,587			14,458			24,404			42,202
Loss from discontinued operations, net of tax (2)		(1,497	)		(164	)		(2,726	)		(318	)
Net income	$	3,090		$	14,294		$	21,678		$	41,884
Earnings per common share — Basic:
Income from continuing operations	$	0.12		$	0.36		$	0.60		$	1.04
Loss from discontinued operations		(0.04	)		—			(0.07	)		(0.01	)
Net income	$	0.08		$	0.35		$	0.54		$	1.04
Earnings per common share — Diluted:
Income from continuing operations	$	0.12		$	0.35		$	0.60		$	1.04
Loss from discontinued operations		(0.04	)		—			(0.07	)		(0.01	)
Net income	$	0.08		$	0.35		$	0.53		$	1.03
Shares used in computing earnings per common share:
Basic		39,718,070			40,659,201			40,417,945			40,407,641
Diluted		39,801,674			41,066,597			40,601,739			40,713,895

Earnings per share amounts may not add due to rounding.

(1)	Includes stock-based compensation expense of $0.6 million and $5.2 million for the three and twelve months ended July 26, 2008, respectively, and $1.5 million and $6.2 million for the three and twelve months ended July 28, 2007, respectively.
(2)	The Company discontinued the operations of one of its subsidiaries in fiscal 2007 and has reported those results separately as discontinued operations in the financial statements for all periods presented.

NYSE: “DY”

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited

	Three Months			Three Months		Twelve Months			Twelve Months
	Ended			Ended		Ended			Ended
	July 26,			July 28,		July 26,			July 28,
	2008			2007		2008			2007
	(In 000’s, except per share amounts)
Items:
Goodwill impairment charge	$	(9,672	)	$	—	$	(9,672	)	$	—
Reversal of interest expense on income tax related liabilities		377			—		716			—
Reversal of income tax related liabilities		1,133			—		1,991			—
Charge for wage and hour litigation		—			—		(7,591	)		—
Reversal of pre-acquisition payroll related accruals		—			—		1,680			—
Gain on sale of real estate		—			—		—			2,485
	$	(8,162	)	$	—	$	(12,876	)	$	2,485
GAAP income from continuing operations	$	4,587		$	14,458	$	24,404		$	42,202
Adjustment for items above, net of tax		4,507			—		6,953			(1,508	)
Non-GAAP income from continuing operations	$	9,094		$	14,458	$	31,357		$	40,694
Earnings per common share from continuing operations:
Basic earnings per share from continuing operations — GAAP	$	0.12		$	0.36		0.60		$	1.04
Adjustment for items above		0.11			—		0.17			(0.04	)
Basic earnings per share from continuing operations — Non-GAAP (1)	$	0.23		$	0.36		0.78		$	1.01
Diluted earnings per share from continuing operations — GAAP	$	0.12		$	0.35		0.60		$	1.04
Adjustment for items above		0.11			—		0.17			(0.04	)
Diluted earnings per share from continuing operations- Non-GAAP (1)	$	0.23		$	0.35		0.77		$	1.00
Shares used in computing GAAP earnings per common share from continuing operations and adjustment for items above (2):
Basic		39,718,070			40,659,201		40,417,945			40,407,641
Diluted		39,801,674			41,066,597		40,601,739			40,713,895
Shares used in computing Non-GAAP earnings per common share from continuing operations (2):
Basic		39,718,070			40,659,201		40,417,945			40,407,641
Diluted		39,801,674			41,066,597		40,628,916			40,713,895

(1)

Amounts may not add due to rounding.

(2)

On each of August 28, 2007 and May 20, 2008, the Company’s Board of Directors authorized the repurchase of up to $15 million of its common stock over an eighteen month period in open market or private transactions (for a cumulative authorization of $30 million). The Company repurchased 677,300 shares of its common stock during the three months ended July 26, 2008. The total amount repurchased during the twelve months ended July 26, 2008 was 1,693,500 shares.

EX-99.2

Exhibit 99.2

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

Palm Beach Gardens, Florida August 26, 2008

DYCOM INDUSTRIES, INC. ANNOUNCES INCREASE IN
STOCK REPURCHASE PROGRAM

Palm Beach Gardens, Florida, August 26, 2008—Dycom Industries, Inc. (NYSE: DY) announced today that its Board of Directors has increased its authorization to repurchase shares of Dycom common stock by $15 million, from $30 million to $45 million. The stock repurchases are authorized to be made over the next eighteen (18) months in open market or private transactions. Since August 2007, under the existing authorization, Dycom has purchased 1,693,500 shares for approximately $25.2 million.

Dycom is a leading provider of specialty contracting services throughout the United States. 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 utilities and others.

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. Such risks and uncertainties include: business and economic conditions 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, whether acquisitions can be efficiently integrated into our existing operations, the impact of any future acquisitions, the anticipated outcome of other contingent events, including litigation, liquidity needs and the availability of financing, as well as other risks detailed in our filings with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.