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): May 19, 2009

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 May 19, 2009, Dycom Industries, Inc. (the “Company”) issued a press release reporting third quarter of fiscal 2009 results. Additionally, on May 20, 2009, the Company made available a slide presentation to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release 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 certain non-GAAP items that are set forth in the GAAP reconciliation schedule provided in the release. The Company believes these non-GAAP financial measures are useful to investors because it allows for a more direct comparison of the Company’s performance for the quarter and fiscal nine month period with the Company’s performance in the prior-year periods.

The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

On May 19, 2009, Dycom Industries, Inc. (the “Company”) issued a press release reporting third quarter of fiscal 2009 results. Additionally, on May 20, 2009, the Company made available a slide presentation to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release 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 certain non-GAAP items that are set forth in the GAAP reconciliation schedule provided in the release. The Company believes these non-GAAP financial measures are useful to investors because it allows for a more direct comparison of the Company’s performance for the quarter and fiscal nine month period with the Company’s performance in the prior-year periods.

The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 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. Such statements include, but are not limited to, the Company’s expectations for revenues and margins. 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 the Company’s other 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.

99.1	Press release dated May 19, 2009 by Dycom Industries, Inc announcing the third quarter fiscal 2009 results.
99.2	Slide presentation relating to the webcast and conference call held regarding the Company’s fiscal 2009 third quarter results, which took place on May 20, 2009.

2

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: May 20, 2009

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

3

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 May 19, 2009

DYCOM ANNOUNCES FISCAL 2009 THIRD QUARTER RESULTS

Palm Beach Gardens, Florida, May 19, 2009—Dycom Industries, Inc. (NYSE: DY) announced today its results for the third quarter ended April 25, 2009. The Company reported:

• contract revenues from continuing operations of $257.7 million for the quarter ended April 25, 2009, compared to $293.4 million for the quarter ended April 26, 2008, a decrease of 12.2%;

• income from continuing operations on a GAAP basis of $7.6 million, or $0.19 per common share diluted, for the quarter ended April 25, 2009, compared to $7.7 million, or $0.19 per common share diluted, for the quarter ended April 26, 2008; and

• income from continuing operations on a non-GAAP basis of $5.0 million, or $0.13 per common share diluted, for the quarter ended April 25, 2009, compared to $5.5 million, or $0.14 per common share diluted, for the quarter ended April 26, 2008.

Non-GAAP income from continuing operations for the quarter ended April 25, 2009 excludes a pre-tax gain of $1.7 million related to the buyback of $10.0 million principal amount of the Company’s senior subordinated notes due 2015, and a reduction of interest and income tax expenses of $0.3 million and $1.4 million, respectively, related to the reversal of certain income tax liabilities no longer required. For the quarter ended April 26, 2008, non-GAAP income from continuing operations excludes a reduction of $1.7 million in cost of earned revenues related to the reversal of pre-acquisition payroll related accruals, and a reduction of interest and income tax expenses of $0.3 million and $0.9 million, respectively, related to the reversal of certain income tax liabilities no longer required. See the attached tables which present a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

The Company also reported:

• contract revenues from continuing operations of $837.2 million for the nine months ended April 25, 2009 compared to $907.9 million for the nine months ended April 26, 2008, a decrease of 7.8%;

• loss from continuing operations on a GAAP basis of ($59.8) million, or ($1.52) per common share diluted, for the nine months ended April 25, 2009, compared to income from continuing operations of $19.8 million, or $0.48 per common share diluted, for the nine months ended April 26, 2008; and

• income from continuing operations on a non-GAAP basis of $14.2 million, or $0.36 per common share diluted, for the nine months ended April 25, 2009, compared to $22.3 million, or $0.54 per common share diluted, for the nine months ended April 26, 2008.

Non-GAAP income from continuing operations for the nine months ended April 25, 2009 excludes a pre-tax gain of approximately $3.0 million related to the buyback of $14.65 million principal amount of the Company’s senior subordinated notes due 2015, a goodwill impairment charge of $94.4 million, the write-off of $0.6 million of deferred financing costs in connection with the replacement of the Company’s credit facility, and a reduction of interest and income tax expenses of $0.3 million and $1.4 million, respectively, related to the reversal of certain income tax liabilities no longer required. For the nine months ended April 26, 2008, non-GAAP income from continuing operations excludes a $7.6 million charge in cost of earned revenues related to a wage and hour class action settlement with respect to three of the Company’s subsidiaries, a reduction of $1.7 million in cost of earned revenues related to the reversal of pre-acquisition payroll related accruals, and a reduction of interest and income tax expenses of $0.3 million and $0.9 million, respectively, related to the reversal of certain income tax liabilities no longer required. See the attached tables which present a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

A Tele-Conference call to review the Company’s results will be hosted at 9:00 a.m. (ET), Wednesday, May 20, 2009; Call 800-230-1074 (United States) or 612-288-0337 (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 and the slide presentation will be available at http://www.dycomind.com until Friday, June 19, 2009.

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 2009 third quarter and nine-month results are preliminary and are unaudited. This press release may contain 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, 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
April 25, 2009 and July 26, 2008
Unaudited

	April 25,		July 26,
	2009		2008
	($ in 000’s)
ASSETS
Current Assets:
Cash and equivalents	$	78,762	$	22,068
Accounts receivable, net		108,239		146,420
Costs and estimated earnings in excess of billings		63,853		94,270
Deferred tax assets, net		15,695		19,347
Income taxes receivable		11,557		6,014
Inventories		9,153		8,994
Other current assets		10,018		7,301
Current assets of discontinued operations		164		667
Total current assets		297,441		305,081
Property and equipment, net		148,186		170,479
Goodwill		157,851		252,374
Intangible assets, net		57,695		62,860
Other		10,711		10,478
Total	$	671,884	$	801,272
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	24,542	$	29,835
Current portion of debt		1,394		2,306
Billings in excess of costs and estimated earnings		512		483
Accrued insurance claims		28,743		29,834
Other accrued liabilities		41,360		66,275
Current liabilities of discontinued operations		537		2,731
Total current liabilities		97,088		131,464
Long-term debt		135,487		151,049
Accrued insurance claims		30,463		37,175
Deferred tax liabilities, net non-current		21,595		31,750
Other liabilities		4,106		5,314
Non-current liabilities of discontinued operations		388		427
Stockholders’ Equity		382,757		444,093
Total	$	671,884	$	801,272

NYSE: “DY”

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

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	April 25,			April 26,			April 25,			April 26,
	2009			2008			2009			2008
	($ in 000’s, except per share amounts)
Contract revenues	$	257,719		$	293,440		$	837,209		$	907,869
Cost of earned revenues, excluding depreciation and amortization		206,733			239,598			681,239			748,816
General and administrative expenses (1)		24,276			24,969			73,350			72,892
Depreciation and amortization		16,163			17,301			49,592			50,258
Goodwill impairment charge		—			—			94,429			—
Total		247,172			281,868			898,610			871,966
Interest income		60			238			234			619
Interest expense		(3,162	)		(3,110	)		(11,313	)		(10,231	)
Other income, net		3,566			2,670			5,799			5,040
Income (loss) from continuing operations before income taxes		11,011			11,370			(66,681	)		31,331
Provision (benefit) for income taxes		3,442			3,677			(6,882	)		11,515
Income (loss) from continuing operations		7,569			7,693			(59,799	)		19,816
Income (loss) from discontinued operations, net of tax		28			(807	)		(9	)		(1,228	)
Net income (loss)	$	7,597		$	6,886		$	(59,808	)	$	18,588
Earnings (loss) per common share — Basic:
Income (loss) from continuing operations	$	0.19		$	0.19		$	(1.52	)	$	0.49
Income (loss) from discontinued operations		—			(0.02	)		—			(0.03	)
Net income (loss)	$	0.19		$	0.17		$	(1.52	)	$	0.46
Earnings (loss) per common share — Diluted:
Income (loss) from continuing operations	$	0.19		$	0.19		$	(1.52	)	$	0.48
Income (loss) from discontinued operations		—			(0.02	)		—			(0.03	)
Net income (loss)	$	0.19		$	0.17		$	(1.52	)	$	0.45
Shares used in computing earnings (loss) per common share:
Basic		39,330,308			40,436,212			39,343,834			40,651,236
Diluted		39,346,102			40,486,765			39,343,834			40,865,349

(1) Includes stock-based compensation expense of $0.9 million and $2.8 million for the three and nine months ended April 25, 2009, respectively, and $1.4 million and $4.6 million for the three and nine months ended April 26, 2008, respectively.

NYSE: “DY”

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

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	April 25,			April 26,			April 25,			April 26,
	2009			2008			2009			2008
	($ in 000’s, except per share amounts)
Reconciling Items (a):
Items decreasing Income (loss) from continuing operations:
Goodwill impairment charge	$	—		$	—		$	(94,429	)	$	—
Charge for wage and hour class action settlement	$	—		$	—		$	—		$	(7,591	)
Write-off of deferred financing costs	$	—		$	—		$	(551	)	$	—
Items increasing Income (loss) from continuing operations:
Gain on debt extinguishment, net	$	1,727		$	—		$	3,027		$	—
Reversal of interest expense on certain income tax liabilities	$	268		$	339		$	268		$	339
Reversal of certain income tax liabilities	$	1,358		$	858		$	1,358		$	858
Reversal of pre-acquisition payroll related accruals	$	—		$	1,680		$	—		$	1,680
(a)        Reconciling Items reported above are on a pre-tax basis, except for “Reversal of certain income tax liabilities.”
GAAP income (loss) from continuing operations	$	7,569		$	7,693		$	(59,799	)	$	19,816
Adjustment for Reconciling Items above, net of tax		(2,560	)		(2,144	)		74,019			2,451
Non-GAAP income from continuing operations	$	5,009		$	5,549		$	14,220		$	22,267
Earnings (loss) per common share from continuing operations:
Basic earnings (loss) per common share from continuing operations — GAAP	$	0.19		$	0.19		$	(1.52	)	$	0.49
Adjustment for Reconciling Items above, net of tax		(0.07	)		(0.05	)		1.88			0.06
Basic earnings per common share from continuing operations — Non-GAAP	$	0.13		$	0.14		$	0.36		$	0.55
Diluted earnings (loss) per common share from continuing operations — GAAP	$	0.19		$	0.19		$	(1.52	)	$	0.48
Adjustment for Reconciling Items above, net of tax		(0.07	)		(0.05	)		1.88			0.06
Diluted earnings per common share from continuing operations- Non-GAAP	$	0.13		$	0.14		$	0.36		$	0.54
Shares used in computing GAAP earnings (loss) per common share from continuing operations and adjustment for Reconciling Items above:
Basic		39,330,308			40,436,212			39,343,834			40,651,236
Diluted		39,346,102			40,486,765			39,343,834			40,865,349
Shares used in computing Non-GAAP earnings per common share from continuing operations:
Basic		39,330,308			40,436,212			39,343,834			40,651,236
Diluted		39,346,102			40,486,765			39,393,923			40,901,585

Earnings per share amounts may not add due to rounding.

EX-99.2

Exhibit 99.2

3rd Quarter Fiscal 2009 Results Presentation May 20, 2009 (r)

Participants Steven E. Nielsen President & Chief Executive Officer Timothy R. 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 10 of this presentation.

Q3-2009 Overview Results of $0.13 per share, non-GAAP Revenue of $257.7 million in Q3-09 increased sequentially by 5.0% but declined year over year by 12.2% Customer reductions in near-term capital spending plans prompted by current economic conditions Margins improved year over year Operating cash flows supported repurchase of $10.0 million face value of our Senior Subordinated Notes and repurchase of 450,000 shares of common stock Note: See "Regulation G Disclosure" slide for a reconciliation of non-GAAP financial measures.

Revenue by Customer Top 5 customers represented 61.2% of revenue in Q3-09 and 64.6% of revenue in Q3-08 Overall revenue decline was 12.2%, with top 5 customers down approximately 16.7% and all other customers down approximately 3.8% Revenue from Windstream, our sixth largest customer, was up over 100% on a year over year basis to $15.7 million in Q3-09 Q3 2009 Telecommunications 0.777 Utility Line Locating 0.172 Electric Utilities and Other Customers 0.051 Telecommunications Underground Facility Locating Electric Utilities and Other Construction and Maintenance

Q3-2009 Backlog and Employees Current Contract Awards and Extensions Customer Area Description Term (in years) AT&T Florida and Georgia Master Construction Contract - Extensions 1 Embarq New Jersey Master Construction Contract 1 Qwest Southern Utah Master Construction Contract - Extension 3 Comcast Farmington, New Mexico System Upgrade 1 Exelon Pennsylvania Underground Facility Locating - Extension 3 Verizon Texas Underground Facility Locating 3 Backlog ($ in millions) $1,388 $1,189 $1,468 $1,409 $1,313 $1,150 $1,131 $1,118 $795 $689 $843 $820 $765 $715 $726 $679 $200 $600 $1,000 $1,400 $1,800 Q4 07 Q1 08 Q2 08 Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 Total Backlog 12 Month Backlog Number of Employees 10,899 11,159 10,835 10,786 10,746 10,355 9,407 9,426 8,000 9,000 10,000 11,000 12,000 Q4 07 Q1 08 Q2 08 Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 Number of employees

Q3-2009 Summary Note: See "Regulation G Disclosure" slide for a reconciliation of non-GAAP financial measures. Year over year revenue decline of 12.2% reflects customer reductions in near-term capital spending plans prompted by current economic conditions (12.2)% (9.7)% Contract Revenues ($ in millions) $257.7 $293.4 $200.0 $220.0 $240.0 $260.0 $280.0 $300.0 Q3 2008 Q3 2009 Income from Continuing Operations - Non- GAAP ($ in millions) $5.5 $5.0 $0.0 $2.0 $4.0 $6.0 $8.0 Q3 2008 Q3 2009 Q3-08 Q3-09 $0.14 $0.13 Fully Diluted EPS - Non-GAAP Income from Continuing Operations

Selected Financial Information Year-over-year revenue decline. Cost of earned revenues on a Non-GAAP basis declined as a percentage of revenue due to lower fuel prices and safety and claims costs. This decline was partially offset by increased costs for labor and direct material as a percentage of revenue. G&A declined primarily from a reduction in stock-based compensation. Depreciation & amortization declined primarily from assets becoming full depreciated and asset sales. Interest expense-Non-GAAP consistent with Q3-08. Provision for income taxes-Non-GAAP increased from Q3-08. See "Regulation G Disclosure" slide for a reconciliation of Non-GAAP financial measures. Amounts may not foot due to rounding. Q3-09 Q3-08 Change (b) Contract Revenues 257.7 $ 293.4 $ (35.7) $ (12.2)% Cost of Earned Revenues - 206.7 $ 241.3 $ (34.5) $ Non-GAAP (a) 80.2% 82.2% (2.0)% General & Administrative 24.3 $ 25.0 $ (0.7) $ 9.4% 8.5% 0.9 % Depreciation & Amortization 16.2 $ 17.3 $ (1.1) $ 6.3% 5.9% 0.4 % Interest expense - Non-GAAP (a) 3.4 $ 3.4 $ - - $ 1.3% 1.2% 0.2 % Income taxes - Non-GAAP (a) 4.0 $ 3.8 $ 0.2 $ ($ in millions)

Cash Flow and Liquidity Cash flow from operations strong at $20.9 million for Q3-09 Combined days sales outstanding on trade receivables and net unbilled revenues were 61 days in Q3-09 and 64 days in Q2-09 (a) Capital expenditures, net of disposals declined sequentially to $4.8 million Repurchased $10.0 million face value of our Senior Subordinated Notes for approximately $8.0 million. Repurchased 450,000 shares of our common stock for approximately $2.9 million. Total debt, less cash balances, down to $58.1 million at end of Q3-09 compared to $73.4 million as of Q2-09 In compliance with covenants of debt agreements as of April 25, 2009 (a) Days sales outstanding calculated by using the sum of current accounts receivable, plus costs and estimated earnings in excess of billings less billings in excess of costs and estimated earnings, divided by average revenue per day during the respective quarter. Cash Flows from Operating Activities and Cap-ex, net ($ in millions) $71.1 $4.1 $20.9 $23.9 $17.5 $8.6 $8.4 $8.0 $4.8 $14.4 $0 $20 $40 $60 $80 Q3-08 Q4-08 Q1-09 Q2-09 Q3-09 Cash flow from operating activities Capital Expenditures, net of disposals Q3-09 ($ in millions) Cash and equivalents 78.8 $ Capital Leases Payable 1.5 $210 million Senior Credit Agreement, due Sept 2011 - - Senior Subordinated Notes, due Oct 2015 135.4 Debt, including current portion 136.9 $ Letters of Credit outstanding 51.8 $ Availability on $210 million Senior Credit Agreement 158.2 $

Summary Challenging economic environment Solid customer relationships At the forefront of evolving industry opportunities including those resulting from industry mergers and acquisitions Growing market share as customers consolidate vendors Encouraged by deployment of new technologies by cable operators Strong cash flows support working capital needs and capital investment Looking ahead: Seasonal uptick in revenue within the context of a negative growth economy Stable margins

Appendix: Regulation G Disclosure Reconciliation of GAAP to Non-GAAP Measures Amounts may not foot due to rounding ($ in 000's, except per share amounts) GAAP Reconciling Items Non-GAAP GAAP Reconciling Items Non-GAAP Contract revenues 257,719 $ - - $ 257,719 $ 293,440 $ - - $ 293,440 $ Cost of earned revenues, excluding depreciation and amortization 206,733 - - 206,733 239,598 1,680 (e) 241,278 General and administrative expenses (a) 24,276 - - 24,276 24,969 - - 24,969 Depreciation and amortization 16,163 - - 16,163 17,301 - - 17,301 Interest income 60 - - 60 238 - - 238 Interest (expense) (3,162) (268) (b) (3,430) (3,110) (339) (b) (3,449) Other income, net 3,566 (1,727) (c) 1,839 2,670 - - 2,670 Income from continuing operations before income taxes 11,011 (1,995) 9,016 11,370 (2,019) 9,351 Provision for income taxes 3,442 565 (d) 4,007 3,677 125 (d) 3,802 Income from continuing operations, net of tax 7,569 $ (2,560) $ 5,009 $ 7,693 $ (2,144) $ 5,549 $ Earnings per common share - Diluted: Income from continuing operations, net of tax 0.19 $ (0.07) $ 0.13 $ 0.19 $ (0.05) $ 0.14 $ Shares used in computing Diluted EPS: 39,346,102 39,346,102 40,486,765 40,486,765 Three Months Ended April 25, 2009 Three Months Ended April 26, 2008 (a) Includes stock-based compensation expense of $0.9 million and $1.4 million for the three months ended April 25, 2009 and April 26, 2008, respectively. The items reconciling to "non-GAAP" financial measures are specifically described below. (b) Interest expense - GAAP for each period includes the effect of a reversal of interest on certain income tax liabilities accrued upon the adoption of FIN No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN 48") that were no longer required. (c) Other income, net - GAAP for Q3-09 includes a gain on the extinguishment of debt from the repurchase of $10.0 million face value of our Senior Subordinated Notes. (d) Provision for income taxes-GAAP includes the tax effect of the other Reconciling Items identified herein. Additionally, for the three months ended April 25, 2009 and April 26, 2008, Provision for income taxes-GAAP includes the reversal of $1.4 million and $0.9 million, respectively, for certain income tax liabilities accrued upon the adoption of FIN No. 48 that were no longer required. (e) Cost of earned revenues-GAAP for Q3-08 includes a $1.7 million reversal of pre-acquisition payroll related accruals.

3rd Quarter Fiscal 2009 Results Presentation May 20, 2009 (r)