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): November 24, 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 November 24, 2008 Dycom Industries, Inc. (the “Company”) issued a press release reporting its first quarter of fiscal 2009 results and expectations. On November 25, 2008, the Company had a webcast and conference call to review its fiscal 2009 first quarter results and to address its outlook. Additionally, on November 25, 2008, the Company made available a slide presentation to be discussed during the Company’s aforementioned webcast and conference call. A copy of the press release, transcript, and slide presentation are furnished as Exhibits to this report on Form 8-K and is incorporated herein by reference.

The press release and slide presentation include 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 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 Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

On November 24, 2008 Dycom Industries, Inc. (the “Company”) issued a press release reporting its first quarter of fiscal 2009 results and expectations. On November 25, 2008, the Company had a webcast and conference call to review its fiscal 2009 first quarter results and to address its outlook. Additionally, on November 25, 2008, the Company made available a slide presentation to be discussed during the Company’s aforementioned webcast and conference call. A copy of the press release, transcript, and slide presentation are furnished as Exhibits to this report on Form 8-K and is incorporated herein by reference.

The press release and slide presentation include 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 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 Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K.

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Item 9.01 Financial Statement and Exhibits.

(d)	Exhibits
		99.1	Press release dated November 24, 2008 announcing the first quarter of fiscal 2009 results and expectations.
		99.2	Transcript of Dycom Industries Inc. webcast and conference call to review its fiscal 2009 first quarter results and address its outlook, which took place on November 25, 2008.
		99.3	Slide presentation relating to the webcast and conference call held regarding the Company’s fiscal 2009 first quarter results and outlook.

3

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: November 26, 2008

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ H. Andrew DeFerrari
	Name:	H. Andrew DeFerrari
	Title:	Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE

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

 Palm Beach Gardens, Florida November 24, 2008

DYCOM ANNOUNCES FISCAL 2009 FIRST QUARTER RESULTS AND
PROVIDES GUIDANCE FOR THE NEXT FISCAL QUARTER

Palm Beach Gardens, Florida, November 24, 2008 — Dycom Industries, Inc. (NYSE: DY) announced today its results for the first quarter ended October 25, 2008. The Company reported income from continuing operations for the quarter ended October 25, 2008 of $10.6 million, or $0.27 per common share diluted, versus income from continuing operations for the quarter ended October 27, 2007 of $15.3 million, or $0.37 per common share diluted. On a non-GAAP basis, excluding the write-off of deferred financing costs of $0.6 million, income from continuing operations for the quarter ended October 25, 2008 was $10.9 million, or $0.28 per common share diluted, versus income from continuing operations for the quarter ended October 27, 2007 of $15.3 million, or $0.37 per common share diluted. The write-off resulted from the Company replacing its existing credit facility with a new $195 million three year facility. Net income, including the results of discontinued operations, for the quarter ended October 25, 2008 was $10.5 million, or $0.27 per common share diluted, compared to $14.9 million, or $0.36 per common share diluted for the quarter ended October 27, 2007. Total contract revenues from continuing operations for the quarter ended October 25, 2008 were $334.0 million, including approximately $15 million from work related to hurricanes that impacted the Southern United States during the quarter, compared to total contract revenues from continuing operations of $329.7 million for the quarter ended October 27, 2007, an increase of 1.3%.

Steven Nielsen, President and CEO stated, “We performed well during our first fiscal quarter with revenue and earnings exceeding our expectations despite an economic environment that became more challenging as the quarter progressed. As we look to the second quarter, our guidance reflects an economy now in recession. Accordingly, we have implemented a number of corporate initiatives including reductions in general and administrative expenses and capital expenditures. These second quarter initiatives are intended to fortify our already strong balance sheet and meaningfully increase our already robust liquidity. While we expect the economic environment to impact the spending plans of our customers, we are encouraged that our major customers possess significant financial strength and remain committed to multi-year capital spending initiatives.”

Dycom announced its outlook for the second quarter of fiscal 2009. The Company currently expects revenue for the second quarter of fiscal 2009 to range from $250 million to $270 million and diluted earnings per share to range from $0.02 to $0.07.

A Tele-Conference call to review the Company’s results and address its outlook will be hosted at 9:00 a.m. (ET), Tuesday, November 25, 2008; Call 800-288-8960 (United States) or 612-332-0523 International) and request “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 will also be available at http://www.dycomind.com until Thursday, December 25, 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.

The fiscal 2009 first quarter results are preliminary and the 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—

NYSE: “DY”

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
October 25, 2008 and July 26, 2008
Unaudited

	October 25,		July 26,
	2008		2008
	($ in 000’s)
ASSETS
Current Assets:
Cash and equivalents	$	45,723	$	22,068
Accounts receivable, net		155,791		146,420
Costs and estimated earnings in excess of billings		96,231		94,270
Deferred tax assets, net		16,779		19,347
Income taxes receivable		2,241		6,014
Inventories		10,135		8,994
Other current assets		11,945		7,301
Current assets of discontinued operations		618		667
Total current assets		339,463		305,081
Property and equipment, net		164,597		170,479
Goodwill		240,138		240,138
Intangible assets, net		61,035		62,860
Other		11,428		10,478
Total	$	816,661	$	789,036
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	32,994	$	29,835
Current portion of debt		2,064		2,306
Billings in excess of costs and estimated earnings		311		483
Accrued insurance claims		29,883		29,834
Other accrued liabilities		47,934		66,275
Current liabilities of discontinued operations		1,828		2,731
Total current liabilities		115,014		131,464
Long-term debt		180,621		151,049
Accrued insurance claims		39,118		37,175
Deferred tax liabilities, net non-current		19,947		19,514
Other liabilities		5,717		5,314
Non-current liabilities of discontinued operations		437		427
Stockholders’ Equity		455,807		444,093
Total	$	816,661	$	789,036

NYSE: “DY”

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

	Three Months			Three Months
	Ended			Ended
	October 25,			October 27,
	2008			2007
	(In 000’s, except per share amounts)
Contract revenues	$	333,967		$	329,672
Cost of earned revenues, excluding depreciation and amortization		268,646			261,312
General and administrative expenses (1)		27,540			25,608
Depreciation and amortization		16,612			16,047
Total		312,798			302,967
Interest income		135			210
Interest expense		(4,052	)		(3,556	)
Other income, net		402			1,572
Income from continuing operations before income taxes		17,654			24,931
Provision for income taxes		7,068			9,674
Income from continuing operations		10,586			15,257
Loss from discontinued operations, net of tax		(38	)		(330	)
Net income	$	10,548		$	14,927
Earnings per common share — Basic:
Income from continuing operations	$	0.27		$	0.37
Loss from discontinued operations		—			(0.01	)
Net income	$	0.27		$	0.37
Earnings per common share — Diluted:
Income from continuing operations	$	0.27		$	0.37
Loss from discontinued operations		—			(0.01	)
Net income	$	0.27		$	0.36
Shares used in computing earnings per common share:
Basic		39,321,662			40,718,872
Diluted		39,421,590			41,174,497

Earnings per share amounts may not add due to rounding.

(1) Includes stock-based compensation expense of $1.5 million and $2.1 million for the three months ended October 25, 2008 and October 27, 2007, respectively.

NYSE: “DY”

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

	Three Months			Three Months
	Ended			Ended
	October 25,			October 27,
	2008			2007
	(In 000’s, except per share amounts)
Item:
Write-off of deferred financing costs	$	(551	)	$	—
GAAP income from continuing operations	$	10,586		$	15,257
Adjustment for item above, net of tax		330			—
Non-GAAP income from continuing operations	$	10,916		$	15,257
Earnings per common share from continuing operations:
Basic earnings per share from continuing operations — GAAP	$	0.27		$	0.37
Adjustment for item above		0.01			—
Basic earnings per share from continuing operations — Non-GAAP	$	0.28		$	0.37
Diluted earnings per share from continuing operations — GAAP	$	0.27		$	0.37
Adjustment for item above		0.01			—
Diluted earnings per share from continuing operations- Non-GAAP	$	0.28		$	0.37
Shares used in computing GAAP and Non-GAAP earnings per common share from continuing operations and adjustment for item above:
Basic		39,321,662			40,718,872
Diluted		39,421,590			41,174,497

EX-99.2

Exhibit 99.2

DISCLAIMER

Thomson Financial reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes.

In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies’ most recent SEC filings. Although the companies mayindicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized.

THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY’S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON FINANCIAL OR THE APPLICABLE COMPANY OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY’S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY’S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

Operator

Welcome to the Dycom results conference call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Instructions will be given at that time.

(OPERATOR INSTRUCTIONS). As a reminder, this conference is being recorded.

I would now like to turn the conference over to Steven Nielsen. Please go ahead.

Steven Nielsen - Dycom Industries — CEO

Thank you, Mary. Good morning, everyone. I would like to thank you for attending our first quarter fiscal 2009 Dycom results conference call. During the call, we will be referring to a slide presentation which can be found on our website, www.dycomind.com, under the heading Investors and subheading Event Details.

Relevant slides will be identified by number throughout our presentation. Going to slide one, today we have on the call Tim Estes, our Chief Operating Officer; Drew DeFerrari, our Chief Financial Officer; and Rick Vilsoet, our General Counsel. Now I will turn the call over to Rick Vilsoet. Rick?

Rick Vilsoet - Dycom Industries — General Counsel

Thank you, Steve. Referring to slide two, except for historical information, the statements made by Company management during this call may be forward-looking and are made pursuant to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectation, estimates and projections, and involve known and unknown risks and uncertainties which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks and uncertainties are more fully described in the Company’s periodic filings with the Securities & Exchange Commission. The Company assumes no obligation to update forward-looking statements. Steve?

Steven Nielsen - Dycom Industries — CEO

Thanks, Rick. Yesterday, we issued a press release announcing our first quarter 2009 results. As you review this release, it is important to note the following.

During the first quarter, we wrote off deferred financing costs of $0.6 million in connection with the replacement of our existing credit facility with a new credit facility. For clarity and to enable comparability between periods, my comments will be limited to results from continuing operations excluding this item. A reconciliation of the non-GAAP results to our GAAP results has been provided with our press release as well as on slide 12.

Moving to slide three, results of $0.28 per share for the first quarter exceeded the upper end of our earnings per share expectations. Revenue increased sequentially by 3.7%, and organic year-over-year growth was 1.3% for the quarter, including $15 million of hurricane restoration work. Volumes were mixed from telephone companies as some customers deployed capital for new network initiatives while all customers tightly managed routine capital and maintenance expenditures. Construction spending by cable customers was generally stable, installation activity firmed throughout the first two months of the quarter but was pressured in October as the overall economy slowed noticeably.

Margins continued to improve sequentially, but remained pressured year over year. Cost of earned revenues was positively impacted by fuel costs that decreased over 60 basis points sequentially from the fourth quarter, but increased over 50 basis points from the year-ago quarter. G&A expenses reflected increased legal and professional fees, and payroll costs as well as a sequential increase in incentive compensation as financial results improved. Cash flow from operations was in line seasonally, reflecting the payment of our year-end incentive compensation and the semi-annual interest on our notes. Additionally, we deployed working capital during October to support our hurricane restoration efforts and paid our previously disclosed wage and hour class action settlement. Share repurchases were suspended in the quarter due to the uncertainty in the financial markets.

Going to slide four, during the quarter, we experienced the effects of an overall economy which deteriorated in the latter half of October. Revenue from Verizon was flat sequentially and up year over year. At $64.8 million or 19.4% of revenue, Verizon was our largest customer.

Revenue from AT&T was down sequentially and down year over year. AT&T was our third largest customer at $52.4 million or 15.7% of total revenue. Revenue from Comcast was $53.8 million. Comcast was Dycom’s second largest customer for the quarter at 16.1% of revenue. Time-Warner Cable was our fourth largest customer with revenues of $26.3 million or 7.9% of total revenue, reflecting mixed upgrade activity and installation volumes. Revenue from Embarq was down sequentially by $2 million, and down slightly year over year. Embarq was our fifth largest customer at 5.5% of total revenue.

All together our top five customers represented 64.6% of revenue, and were up organically 2.8%. All other customers declined organically 1.3%. Interestingly, our seventh and eighth largest customers, Windstream and Qwest, grew at a combined rate of 58% year over year, reflecting increased capital spending.

Now moving to slide five, backlog at the end of the first quarter was $1.150 billion versus $1.313 billion at the end of the fourth quarter, a decrease of approximately $163 million. Of this backlog, approximately $715 million is expected to be completed in the next 12 months. During the quarter, we continue to book new work and renew existing work.

From AT&T, we received three-year extensions to our Orangeburg, South Carolina master construction contract and our Upstate, South Carolina underground facility locating contract. For Comcast, a system upgrade of Sacramento, California, and system audit in Illinois, and for ETC Canyons, a pipeline installation project in Colorado. Headcount declined during the quarter to 10,355, reflecting continued right sizing of our workforce in a recessionary overall economy. Now I will turn the call over to Drew for his financial review.

Drew DeFerrari - Dycom Industries — CFO

Thanks, Steve, and good morning, everyone. As I discuss the financial results for the quarter, please note that during that the first quarter of fiscal 2009, we incurred a pre-tax charge of approximately $0.6 million for the early termination of our prior credit agreement upon entering into a new three-year credit agreement. We have provided a reconciliation to the GAAP measures in the press release, and also in the appendix of the slide presentation for today’s call.

Now for the financial results. Going to slide number six of the presentation, contract revenues for the first quarter of 2009 were $334 million, which was up 1.3% from last year’s Q1 revenue of $329.7 million. Our first quarter 2009 revenue included approximately $15.0 million for restoration services related to hurricane damage in the Southern United States. Excluding the item I mentioned in my opening remarks, income from continuing operations for the first quarter was $10.9 million, compared to $15.3 million in the first quarter of 2008. Fully diluted earnings per share for the quarter were $0.28 per share, excluding $0.01 per share expense for the adjusting item, compared to $0.37 per share in the prior year.

Turning to slide number seven, on a year over year basis, our cost of earned revenues increased by 118 basis points as a percentage of revenues. This increase was specifically driven by higher labor and related costs in relation to our current operating levels, which resulted in a 156 basis point increase in costs. Additionally, we experienced higher fuel costs on a year over year comparison of 51 basis points, resulting in total fuel

costs of 3.9% of contract revenue for our Q1 2009. Partially offsetting these increases was a 70 basis point decrease in other equipment costs, and a 21 basis point reduction for insurance costs reflecting lower loss activity.

General and administrative costs increased 48 basis points from the year-ago period, due to a 36 basis point increase in payroll and related expenses and a 37 basis point increase in professional fees related to information technology initiatives. These increases were partially offset by lower stock-based compensation in the current quarter which totaled approximately $1.5 million, compared to $2.1 million in the prior year first quarter. Depreciation increased year-over-year as a result of the capital expenditures that we made during fiscal 2008. Interest expense increased during the quarter due to the borrowings under our new credit agreement and due to higher overall borrowing costs. The effective tax rate for the quarter was 40.0%, compared to 38.8% for the first quarter of fiscal 2008.

Now turning to slide number eight, our financial position remains strong in our Q1 2009. During the quarter, we entered in to a new three-year credit agreement with a syndicate of banks that provides for $195 million of total capacity along with an accordion feature to add $100 million of additional capacity with certain limitations. We ended the quarter with $45.7 million of cash. We had $30 million of borrowings outstanding and approximately $52 million of letters of credit outstanding under the credit agreement. This provides us with approximately $113 million of remaining availability as of the end of our fiscal Q1.

Now turning to slide number nine, cash flow from operations were $4.1 million during the quarter, and reflect the funding of working capital during October to support the hurricane restoration work and the payment of approximately $8.6 million for a previously disclosed wage and hour class action settlement. Capital expenditures, net of disposals, were lower sequentially at $8.0 million. Combined DSO and trade receivables and net unbilled revenues was up slightly from the fourth quarter to 69 days from 68 days. Now I will turn the call back over to Steve.

Steven Nielsen - Dycom Industries — CEO

Thanks, Drew, going to slide 10. In summary, despite a progressively challenging economic backdrop, Dycom continued to demonstrate strengths. First and foremost, we maintained solid customer relationships throughout our markets. Several significant contract extensions and awards were secured at attractive pricing. Secondly, the strength of those relationships and the value we can generate for our customers has allowed us to be at the forefront of evolving industry opportunities.

The drivers of these opportunities are as strong as ever. The nation’s leading two RBOCs continue to deploy fiber deeper into their networks, and these developments will drive broad industry developments for the next several years. Additionally, we are encouraged that cable operators are planning to deploy a number of new technologies, which will enable them to significantly increase the effective bandwidth of their networks and offer new products to consumers. And finally, we are strong financially, maintaining ample liquidity and a strong balance sheet, positioning Dycom to weather what may be a difficult overall economic climate. As our industry continues to evolve, we believe our fundamental strengths will allow us to remain one of the best positioned firms in our industry, able to exploit profitable growth opportunities.

And finally moving to slide 11, after weighing all of the factors we have discussed today as well as our current expectations, we have updated our forecast as follows. For the second quarter of fiscal 2009, we anticipate earnings per share of $0.02 to $0.07 on revenues of $250 million to $270 million. This outlook anticipates a recessionary U.S. economy, seasonally normal weather, G&A expenses lower on a sequential basis versus Q1 of fiscal 2009, reflecting cost-reduction initiatives, a decrease in other income from our first quarter as we anticipate a decline in the number of assets which will be sold in the second quarter, consistent levels of depreciation during the second quarter versus the first quarter, modest capital expenditures; all of which, together, will generate significant free cash flow.

While it is clear that the nation’s economy is in recession and may impact the spending plans of our customers, we remain encouraged that our major customers possess significant financial strength and remain committed to multi-year capital spending initiatives. We have adjusted our business to address a poor economic environment and these adjustments are intended to fortify our strong balance sheet and meaningfully increase our liquidity. We remain confident in our strategies, the prospects for our company, the capabilities of our able employees, and the experience of our management team who have successfully managed through difficult economic times before. Now Mary, we’ll open the call for questions.

Operator Thank you. (OPERATOR INSTRUCTIONS). And our first question from the line of Jack Kasprzak from BB&T Capital Markets. Please go ahead.

Jack Kasprzak - BB&T Capital Markets — Analyst

Thanks. Good morning, everyone.

Steven Nielsen - Dycom Industries — CEO

Good morning, Jack.

Drew DeFerrari — Dycom Industries — CFO

Good morning.

Jack Kasprzak - BB&T Capital Markets — Analyst

Hi. I wanted to ask about the new credit agreement and the covenants. Could you tell us what those covenants are?

Steven Nielsen - Dycom Industries — CEO

Sure. Go ahead, Drew.

Drew DeFerrari - Dycom Industries — CFO

Sure. Good morning, Jack. The credit agreement we entered into earlier in the quarter, it has typical covenants. There’s consolidated leverage ratio, interest coverage and tangible net worth, are the primary ones.

Jack Kasprzak - BB&T Capital Markets — Analyst

Can you tell us the — ?

Steven Nielsen - Dycom Industries — CEO

Sure. Sure. We’ll be filing the credit facility with the 10-Q this week. It’s a typical consolidated leverage test of three times.

Jack Kasprzak - BB&T Capital Markets — Analyst

Okay.

Steven Nielsen - Dycom Industries — CEO

And 2.7 times on interest coverage, which we clear in both instances by a wide margin.

Jack Kasprzak - BB&T Capital Markets — Analyst

Could you tell us for fiscal ‘09 what you expect CapEx to be?

Steven Nielsen - Dycom Industries — CEO

Yes. We’re thinking at that point, Jack, somewhere in the neighborhood of $25 million to $30 million. Now there are some opportunities to grow the business. If we pick up new work, it may be higher. But given our current view of the economy, we think that’s the right number absent any significant new growth.

Jack Kasprzak - BB&T Capital Markets — Analyst

All right. And I assume — you said diesel fuel was up year over year, but I assume it’s coming down fast. What would be a — if this is the right way to ask it — at the end of the quarter? Did it change a lot during the quarter? What is more the run rate as a percent of sales?

Steven Nielsen - Dycom Industries — CEO

Sure. It certainly came down throughout the quarter, Jack, with one caveat. Because of hurricane Ike’s impact on Houston, we did see, believe it or not, there were still high prices in the Southeast through October and also a little bit of shortage of availability. But I think on a run rate basis, somewhere in the 3% range versus the 3.5%, 3.6% in the quarter.

Jack Kasprzak - BB&T Capital Markets — Analyst

Great. Thanks a lot.

Operator

Thank you. Our next question is from the line of Simon Leopold from Morgan Keegan. Please go ahead.

Mark Carroll - Morgan Keegan & Co. — Analyst

Hi. This is Mark Carroll calling in for Simon. A few housekeeping questions. Can you do through your top ten customers? I know you’ve typically provided that in the past.

Drew DeFerrari - Dycom Industries — CFO

Sure. The top five are in the slide deck, Mark. I’ll just go through the six through ten. Charter was at 4.8%. Number seven was Windstream at 3.3%. Qwest was number eight at 3.1%. The Williams Companies were at 2.2%. And Cablevision was at 1.5%.

Mark Carroll - Morgan Keegan & Co. — Analyst

Okay. I’m sorry, you said 1.5%?

Drew DeFerrari - Dycom Industries — CFO

Correct.

Mark Carroll - Morgan Keegan & Co. — Analyst

Okay. Thanks. Now, you mentioned during the call, you suspended your share repurchase program. Any plans kind of going forward on that?

Steven Nielsen - Dycom Industries — CEO

Yes. What we are going to do is as we’ve made some adjustments in our G&A expenses and our plans on capital spending, we’re going to take a look at how the free cash builds up during the quarter. We have always opportunistically addressed acquisitions and share repurchases and I think we’ll continue to approach both of those the same way as we have in the past.

Mark Carroll - Morgan Keegan & Co. — Analyst

Just switching over to the segments, can you give us a feel for the breakout between telco and cable — percentage from the telecommunications segment?

Steven Nielsen - Dycom Industries — CEO

Yes. We can talk about revenue by each customer.

Drew DeFerrari - Dycom Industries — CFO

Yes. Mark, on the telecom side it was 47%, and then the cable side was 31.8%.

Mark Carroll - Morgan Keegan & Co. — Analyst

Just one more thing, looking forward, you mentioned the economic downturn as reason for lowering of the guidance, but is there anything more specific? Do you see it on the cable side, the telco side that you can speak to?

Steven Nielsen - Dycom Industries — CEO

Sure, Mark. The way we think you manage responsibly in a recession is you understand that on routine CapEx and maintenance expenditures, it kind of reasonably correlated overall economic activity. Volumes are probably going to be down.

We are encouraged on the larger initiatives that a number of our customers had. We think they remain committed. We’re doing engineering work for next year. Quite honestly, they may increase their programs in ‘09 versus ‘08. But we’re planning, given the economic climate that it may be a little bit lighter next year than this year. We’re just managing our business accordingly.

Mark Carroll - Morgan Keegan & Co. — Analyst

Okay. And just if you can give me one more. Are you seeing anything especially from the cables from the conversion from analog to digital? Are you seeing —

Steven Nielsen - Dycom Industries — CEO

Yes. We certainly are. Comcast announced that the project was underway, I believe in the Northwest. We’re a big part of their installation workforce in the Northwest. We continue to see that as happening next year in line with what they have indicated to the street.

Mark Carroll - Morgan Keegan & Co. — Analyst

Okay. In line, no slowdowns there.

Steven Nielsen - Dycom Industries — CEO

Yes.

Mark Carroll - Morgan Keegan & Co. — Analyst

Okay. Thanks.

Operator

Thank you. Our next question comes is from the line of John Rogers from D.A. Davidson. Please go ahead.

John Rogers - D.A. Davidson — Analyst

Good morning.

Steven Nielsen - Dycom Industries — CEO

Good morning, John.

John Rogers - D.A. Davidson — Analyst

I just wanted to follow up a little bit in terms of the outlook in to ‘09. You have been through some of these downturns before. I’m trying to get a sense from you, how do you see this shaping up? Obviously near-term outlook is going to be tougher, but is this something at this point that extends through ‘09? It sounds like there’s some hope that you might see an uptick— it sounds like later in the calendar year. I don’t know if that is what you were implying or not. Just how much visibility —

Steven Nielsen - Dycom Industries — CEO

All economic activity is going to drive routine CapEx and maintenance expenditures and I think were all encouraged that we’re going to have a concerted effort on the part of the government to stimulate the economy. In the past, these things are difficult, but as they always have an end. When they do, those type of expenditures will recover. In fact, they generally recover quickly because there may be some things that have been deferred while times are slow that they need to catch up on.

On the program work — the larger projects, the fiber deployments and the last question about analog to digital conversion, we see all of those progressing next year. But the same time, we have been through enough of these slowdowns to know that we have to manage a little more conservatively because in a recessionary environment, things just become a little bit more uncertain. So, were reacting to that with our cost reduction initiatives, and just making sure that all of the capital that we spend is prudent. That’s how you get through these things and we have done it before.

John Rogers - D.A. Davidson — Analyst

In terms of the employee count, you have brought that down in line with the business activity. How quickly can you bring that back? Or do you — and over the near term, seasonally, you’ll take it down further.

Steven Nielsen - Dycom Industries — CEO

Yes. I think the approach, John, is — that’s right. We’ll adjust it seasonally to the level of work activity. In a recession, when the world gets better, unemployment is usually higher and labor will be available when we need it. If we think back to 2003, 2004, we did not experience any labor shortages coming out of that recession where we had organic growth of 20-plus percent. We also used subcontractors and so part of that right-sizing effort is also with subcontractors. Once again, we’ve found that they will recover when the business needs them.

John Rogers - D.A. Davidson — Analyst

Okay. Lastly, you talked about some of your priorities for capital over the near term. I would assume that valuations on private companies have become a little bit more appealing. But other competitors or operators in this market have diversified outside of the telecom side. I’m wondering what your thoughts are there — you’ve got the utility-locating business, but —

Steven Nielsen - Dycom Industries — CEO

John, the way we have viewed acquisitions in the past in recessionary times is obviously you want to be careful because the outlook is more uncertain. We always think about valuation based on the forward outlook for these private businesses. You want to be careful, particularly in the earlier innings of the game, but that doesn’t mean that you don’t do them. We have in the past, but they have got to be accretive to our shareholders and have good returns on capital. Or we’ll be happy to run our own business, which is a good one.

John Rogers - D.A. Davidson — Analyst

And what about outside of —.

Steven Nielsen - Dycom Industries — CEO

Quite honestly, John, my view on a number of the adjacent areas are that they are fairly capital intensive. Our experience with capital-intensive programs when clients’ cost of capital is going up is that they are pretty hard to handicap 12 months out. I’m not sure that we would be — given that it would be an adjacent space and not something that we’re in currently, that we would be comfortable in making any big jumps outside the space. We might get there just about the time dollars are flowing back into our own space.

John Rogers - D.A. Davidson — Analyst

Okay. Thank you.

Steven Nielsen - Dycom Industries — CEO

Thanks, John.

Drew DeFerrari - Dycom Industries — CFO

Thanks, John.

Operator

Thank you. Our next question is from the line of Min Cho from FBR. Please go ahead.

Min Cho - FBR

Good morning.

Steven Nielsen - Dycom Industries — CEO

Good morning.

Min Cho, FBR

Can we get the revenue breakout for the electric utilities and underground locating business as well?

Drew DeFerrari - Dycom Industries — CFO

Sure thing Min. The underground facility locating was 15.4%, and then the electrical, utilities and other construction maintenance is 5.8%.

Min Cho, FBR

Okay. And just a quick question about — in the past, I think you have talked about fiber to the cell towers being an opportunity. Are you doing anything there now? Can you talk about the timing? And do you expect delays in those types of projects given the current environment? Or do you think that work that will continue to move forward regardless?

Steven Nielsen - Dycom Industries — CEO

Sure. We are actually performing a number of those projects all across the country. So, yes, we are in motion on probably 300, 400 sites at this point. That activity is being driven by the significant increase in data over wireless networks. The connections from the cell towers can be a congestion point when you get a lot of data on the network. While, like everything else in a recession that may be impacted, everything that I have seen for next year, shows that the wireless carriers are expecting significant increases in data. They are also going to new technology starting really, in 2010 that will even more accelerate the amount of data over the network. We think that’s a good driver. The primary folks that we’re working for on these projects are both cable and telephone companies that are very strong financially. We think that if it makes sense, they’ll be more than able to continue doing it.

Min Cho, FBR

Given the type of work that you are performing, are the margins pretty similar for your overall telecom and cable —

Steven Nielsen - Dycom Industries — CEO

It is very similar to the rest of our businesses. We have all of the skill sets, the supervision, and the technical abilities. Yes, we like the business and we’ll continue to address it.

Min Cho, FBR

All right. Great. Thank you.

Operator

Thank you. (OPERATOR INSTRUCTIONS). And we go to the line of Alan Mitrani from Sylvan Lake Asset Management. Please go ahead.

Alan Mitrani - Sylvan Lake Asset Management — Analyst

Hi, Thank you. What is your gross CapEx expectations for this year? I know you said $25 million to $30 million CapEx for ‘09. I assume you were talking net CapEx there.

Steven Nielsen - Dycom Industries — CEO

Yes. We were talking about net of disposals, Alan. We’ll monitor the disposals market, $4 million or $5 million, probably. We generally sell more in the spring and early summer than we do going in to the winter, so more in our third and fourth quarter.

Alan Mitrani - Sylvan Lake Asset Management — Analyst

You are meaningfully cutting your CapEx expectations from where you thought you would be just a quarter ago?

Steven Nielsen - Dycom Industries — CEO

That’s right. I think we’re reacting to the economic climate. We’re reacting to what we think the responsible position is for thinking about calendar ‘09. We have got plenty of cash flow. We have got plenty of availability on the revolver. If we need to spend more, we will. But right now, we’re not planning to.

Alan Mitrani - Sylvan Lake Asset Management — Analyst

And Drew, what was the gross CapEx number this quarter?

Drew DeFerrari - Dycom Industries — CFO

It was $9.3 million, Alan.

Alan Mitrani - Sylvan Lake Asset Management — Analyst

$9.3 million. Thank you. Also your SG&A expense, it seems like if I — actually stock-based comp. What are your expectations for the full-year stock-based comp? Or how should we model it out? It was $1.5 million this quarter?

Steven Nielsen - Dycom Industries — CEO

I think that’s about right going forward, Alan.

Alan Mitrani - Sylvan Lake Asset Management — Analyst

Okay. If I ex out stock-based comp from every quarter, it seems like your SG&A has actually risen over the last few quarters and is annualizing ex the stock-based comp around $25 million, $26 million. Can you tell us where the cuts will come and how meaningfully you plan to cut? Is it people? It is spending on legal or technology? Maybe just give us a sense of how you are going to get that SG&A down.

Steven Nielsen - Dycom Industries — CEO

I think, the short answer, Alan, is all of the above. We have addressed it, the actions have been taken. We revisited some initiatives on the IT side which are continuing but at much more reduced levels, consistent with where the economy is. We took at a look at our G&A structure and said, how do we think about the world next year? And let’s make sure that we adjust proactively rather than reactively. We have reduced both contractors and a number of employee positions. Not anything that somebody wants to do, but it’s the only responsible thing to do in an uncertain economic environment.

Alan Mitrani - Sylvan Lake Asset Management — Analyst

Okay. On your backlog, how much of your backlog includes a full-year of Verizon for this coming here? Give us a sense of what is included for there. Is it just included one quarter for the calendar — ?

Steven Nielsen - Dycom Industries — CEO

The Verizon work goes through the end of ‘09. The reasonable estimates are included in that backlog. As we have talked about before, Alan, as the percentage of the business that has been cable installation services has increased. The backlog is going to have a seasonal springing effect when we go in to the January quarter, just because as we renew these contracts, many of which we have had for 15, 20 years, that backlog will come back through.

Alan Mitrani - Sylvan Lake Asset Management — Analyst

Okay. Is the bidding environment getting tougher in general because your competitors are trying to get work in to fill the — to cover overhead?

Steven Nielsen - Dycom Industries — CEO

We have not seen that yet. It doesn’t mean it won’t happen, because it has happened before. We haven’t seen it. I think what is different about this environment is that there is, particularly for smaller private companies, very little access to capital.

Some of the traditional equipment financing companies have pulled out of the market. I think banks are being tighter about lending standards. Quite honestly, it would be difficult for somebody to meaningfully step up and grow their business privately in the current credit climate. Now that may improve. Obviously that’s what the government would like to have happen. But right now, I think it would be difficult to do that. We think that with our access to capital, that is a real advantage.

Alan Mitrani - Sylvan Lake Asset Management — Analyst

Can you remind us how much is left on the stock buyback as of today, let’s say?

Steven Nielsen - Dycom Industries — CEO

About $20 million, Alan.

Alan Mitrani - Sylvan Lake Asset Management — Analyst

$20 million. Thank you.

Operator

Thank you. Our next question is from the line of John Rogers from D.A. Davidson. Please go ahead.

John Rogers - D.A. Davidson — Analyst

Sorry, just one follow-up. How many shares are outstanding now or at the end of the quarter?

Steven Nielsen - Dycom Industries — CEO

About 39.3 million, John. It should be in the press release. That was basic. Drew, what was the fully diluted?

Drew DeFerrari - Dycom Industries — CFO

The total outstanding was the 39.366 million.

John Rogers - D.A. Davidson — Analyst

That is just on applicable — that was the actual outstanding at the end of the quarter?

Steven Nielsen - Dycom Industries — CEO

That’s correct.

John Rogers - D.A. Davidson — Analyst

Okay. Perfect. Thank you.

Operator

Thank you. There are no further questions.

Steven Nielsen - Dycom Industries — CEO

We thank everybody for attending our conference call. We’ll speak to you the last week of February for second quarter earnings. Thank you.

Operator

Thank you. Ladies and gentlemen, that does conclude our conference for today. You are using AT&T Executive Teleconference. You may now disconnect.

EX-99.3

Exhibit 99.3

1st Quarter Fiscal 2009 Results Presentation November 25, 2008 (r)

Participants Steven E. Nielsen President & Chief Executive Officer Tim Estes Chief Operating Officer H. Andrew DeFerrari Chief Financial Officer Richard B. Vilsoet General Counsel

Forward-Looking Statements and Non- GAAP Information This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "estimate," "intend," "forecast," "may," "should", "could", "project," "outlook" and similar expressions identify forward-looking statements. These forward- looking statements are based on management's current expectations, estimates and projections and speak only as of the date of this presentation. Forward-looking statements are subject to known and unknown 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 presentation. The factors that could affect future results and could cause these results to differ materially from those expressed in the forward-looking statements include, but are not limited to, those described under Item 1A, "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended July 26, 2008, and other risks outlined in the Company's periodic filings with the Securities and Exchange Commission ("SEC"). Except as required by law, the Company may not update forward-looking statements even though its situation may change in the future. This presentation includes certain "non-GAAP" financial measures as defined by SEC rules. As required by the SEC we have provided a reconciliation of those measures to the most directly comparable GAAP measures on the Regulation G slide included at slide 12 of this presentation.

Q1 2009 Overview Results of $0.28 per share, non-GAAP, were above the top end of our EPS expectations Revenue up 3.7% sequentially from the 4th quarter of fiscal 2008 Year over year revenue growth of 1.3%, including approximately $15.0 million in Q1 09 for restoration work related to hurricane damage Margins improved sequentially but remain pressured year over year Note: See "Regulation G Disclosure" slide for a reconciliation of non-GAAP financial measures.

Q1 2009 Telecommunications 0.788 Utility Line Locating 0.154 Electric Utilities and Other Customers 0.058 Revenue by Customer Top 5 customers representing 64.6% in Q1 2009 and 63.7% in Q1 2008 Overall revenue growth was 1.3%, with top 5 customers up approximately 2.8% and all other customers declined approximately 1.3% Revenues from Windstream and Qwest, our seventh and eighth largest customers, grew at a combined rate of approximately 58% on a year over year basis Telecommunications Underground Facility Locating Electric Utilities and Other Construction and Maintenance

Q1 2009 Backlog and Employees Current Contract Awards and Extensions Customer Area Description AT&T Orangeburg, SC 3 Year Extension - Master Construction Contract AT&T Upstate SC 3 Year Extension - Underground Facility Locating Comcast Sacramento, CA System Upgrade - Bandwidth Expansion Comcast Illinois System Audit ETC Canyons Colorado Pipeline Installation Project

Q1 2009 Summary Note: See "Regulation G Disclosure" slide for a reconciliation of non-GAAP financial measures. Modest year-over-year revenue growth at 1.3%, including approximately $15.0 million in Q1 09 for restoration services related to hurricane damage

Selected Financial Information Modest year-over-year revenue growth including restoration work for hurricane damage Increase in cost of earned revenues reflects higher labor costs in relation to current operating levels and increased fuel costs Increase in G&A driven by higher professional fees related to information technology initiatives Increase in depreciation resulted from capital expenditures made during fiscal 2008 Increase in interest expense resulted from higher borrowings and costs associated with new $195 million three year Senior Credit Agreement

Financial Position New $195 million three year Senior Credit Agreement entered into during Q1 2009 to replace previous credit agreement Total debt, less cash balances, was up to $137.0 million as of October 25, 2008 compared to $131.3 million at July 26, 2008 In compliance with covenants of debt agreements as of October 25, 2008

Cash Flow and Capital Expenditures, net Cash flow from operations of $4.1 million for Q1 2009 including the payment of $8.6 million for a prior legal settlement Capital expenditures, net of disposals were $8.0 million Combined days sales outstanding on trade receivables and net unbilled revenues was up slightly to 69 days in Q1 09 from 68 days in Q4 08

Summary Challenging economic environment Solid customer relationships At the forefront of evolving industry opportunities Major participant in the rewiring of the nation's telecommunications infrastructure Encouraged by deployment of new technologies by cable operators Strong cash flows support working capital needs and capital investment

Outlook - Q2 2009 Outlook anticipates: U.S. economy in recession Seasonally normal weather G&A expenses, excluding non-cash compensation, lower on a sequential basis versus Q1 2009 reflecting cost reduction initiatives Consistent levels of depreciation and amortization during Q2 2009 versus Q1 2009 Reduced other income as fewer assets are expected to be sold Modest capital expenditures Significant free cash flow

Appendix: Regulation G Disclosure

1st Quarter Fiscal 2009 Results Presentation November 25, 2008 (r)