Dycom Industries, Inc. Announces Results For The Second Quarter And Six Month Period Ended January 27, 2018 And Affirms Guidance For Fiscal 2019

PALM BEACH GARDENS, Fla., Feb. 28, 2018 /PRNewswire/ -- Dycom Industries, Inc. (NYSE: DY) announced today its results for the second quarter and six month period ended January 27, 2018. The Company also affirmed its financial guidance for the 2019 fiscal year ending January 26, 2019 and outlook for the quarter ending April 28, 2018 that was previously provided by the Company on February 12, 2018.

Second Quarter Results Summary

    --  Contract revenues of $655.1 million for the quarter ended January 27,
        2018, compared to $701.1 million for the quarter ended January 28, 2017.
        Contract revenues for the quarter ended January 27, 2018 decreased 10.6%
        on an organic basis after excluding $19.6 million of contract revenues
        from storm restoration services in the current period and $8.4 million
        of contract revenues from an acquired business that was not owned during
        the prior year quarter.


    --  Non-GAAP Adjusted EBITDA of $59.6 million, or 9.1% of contract revenues,
        for the quarter ended January 27, 2018, compared to $86.2 million, or
        12.3% of contract revenues, for the quarter ended January 28, 2017.


    --  On a GAAP basis, net income was $40.1 million, or $1.24 per common share
        diluted, for the quarter ended January 27, 2018, compared to net income
        of $23.7 million, or $0.74 per common share diluted, for the quarter
        ended January 28, 2017. Non-GAAP Adjusted Net Income was $3.8 million,
        or $0.12 per Non-GAAP Adjusted Diluted Share, for the quarter ended
        January 27, 2018, compared to Non-GAAP Adjusted Net Income of $26.4
        million, or $0.82 per common share diluted, for the quarter ended
        January 28, 2017.Non-GAAP Adjusted Net Income for the quarter ended
        January 27, 2018 excludes approximately $32.2 million of income tax
        benefit resulting from the Tax Cuts and Jobs Act of 2017 ("Tax Reform"),
        primarily due to the re-measurement of the Company's net deferred tax
        liabilities at a lower U.S. federal corporate income tax rate. Non-GAAP
        Adjusted Net Income for the quarter ended January 27, 2018 also excludes
        approximately $6.9 million of income tax benefit for the tax effects of
        the vesting and exercise of share-based awards. In addition, Non-GAAP
        Adjusted Net Income for the quarters ended January 27, 2018 and January
        28, 2017 excludes $4.6 million and $4.4 million, respectively, of
        pre-tax interest expense incurred for non-cash amortization of the debt
        discount associated with the Company's 0.75% convertible senior notes
        due September 2021 (the "Notes"). Shares used in computing Non-GAAP
        Adjusted Diluted Earnings per Common Share for the quarter ended January
        27, 2018 exclude the GAAP dilutive effect of approximately 0.4 million
        weighted shares from the Notes, as the Company has a note hedge in
        effect to offset the economic dilution of additional shares up to an
        average quarterly share price of $130.43 per share.

Six Month Results Summary

    --  Contract revenues of $1.411 billion for the six months ended January 27,
        2018, compared to $1.500 billion for the six months ended January 28,
        2017. Contract revenues for the six months ended January 27, 2018
        decreased 9.4% on an organic basis after excluding $35.1 million of
        contract revenues from storm restoration services in the current period
        and $17.0 million of contract revenues from an acquired business that
        was not owned during the prior year period.


    --  Non-GAAP Adjusted EBITDA of $157.2 million, or 11.1% of contract
        revenues, for the six months ended January 27, 2018, compared to $215.4
        million, or 14.4% of contract revenues, for the six months ended January
        28, 2017.


    --  On a GAAP basis, net income was $68.8 million, or $2.15 per common share
        diluted, for the six months ended January 27, 2018, compared to net
        income of $74.7 million, or $2.32 per common share diluted, for the six
        months ended January 28, 2017. Non-GAAP Adjusted Net Income was $35.4
        million, or $1.11 per Non-GAAP Adjusted Diluted Share, for the six
        months ended January 27, 2018, compared to Non-GAAP Adjusted Net Income
        of $80.2 million or $2.49 per common share diluted, for the six months
        ended January 28, 2017. Non-GAAP Adjusted Net Income for the six months
        ended January 27, 2018 excludes approximately $32.2 million of income
        tax benefit resulting from Tax Reform, primarily due to the
        re-measurement of the Company's net deferred tax liabilities at a lower
        U.S. federal corporate income tax rate. Non-GAAP Adjusted Net Income for
        the six months ended January 27, 2018 also excludes approximately $6.9
        million of income tax benefit for the tax effects of the vesting and
        exercise of share-based awards. In addition, Non-GAAP Adjusted Net
        Income for the six months ended January 27, 2018 and January 28, 2017
        excludes $9.2 million and $8.7 million, respectively, of pre-tax
        interest expense incurred for non-cash amortization of the debt discount
        associated with the Notes.  Shares used in computing Non-GAAP Adjusted
        Diluted Earnings per Common Share for the six months ended January 27,
        2018 exclude the GAAP dilutive effect of approximately 0.2 million
        weighted shares from the Notes, as the Company has a note hedge in
        effect to offset the economic dilution of additional shares up to an
        average quarterly share price of $130.43 per share.

Fiscal Year Change

As previously announced, the Company changed its fiscal year end from the last Saturday in July to the last Saturday in January. As a result, fiscal 2019 commenced on January 28, 2018.

Outlook

For the 2019 fiscal year ending January 26, 2019 and for the quarter ending April 28, 2018 (first quarter of fiscal 2019), the Company currently expects the following:


                                                           Fiscal 2019                  Quarter Ending

                                                                                        April 28, 2018

                                                                                           (Q1-19)
                                                                                            ------

    Contract revenues                                             $3.30 - $3.50 billion           $720 - $750 million

    Diluted Earnings per Common Share - GAAP(a)                           $4.78 - $5.70                 $0.52 - $0.67

    Non-GAAP Adjusted Diluted Earnings per Common Share(a)                $5.22 - $6.14                 $0.63 - $0.78

    Non-GAAP Adjusted EBITDA % of revenue                                 13.6% - 14.1%                10.7% - 11.1%

((a) )Based on a preliminary analysis of the impact of Tax Reform, the Company currently expects that the fiscal 2019 effective tax rate will be within a range of 27.0% to 27.5% before the tax effects of the settlement of share-based awards. Earnings per Common Share outlook calculations are based on effective tax rate of 27.3%.

Use of Non-GAAP Financial Measures

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

Conference Call Information and Other Selected Data

A conference call to review the Company's results will be hosted at 8:00 a.m. (ET), Wednesday, February 28, 2018; call (800) 230-1092 (United States) or (612) 332-0430 (International) ten minutes before the conference call begins and ask for the "Dycom Results" conference call. A live webcast of the conference call and related materials will be available at www.dycomind.com. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and related materials will be available shortly after the call at www.dycomind.com until Friday, March 30, 2018.

About Dycom Industries, Inc.

Dycom is a leading provider of specialty contracting services throughout the United States and in Canada. These services include program management, engineering, construction, maintenance and installation services for telecommunications providers, underground facility locating services for various utilities, including telecommunications providers, and other construction and maintenance services for electric and gas utilities.

Forward Looking Information

This press release contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. These statements include those related to the results for the quarter ended January 27, 2018 which are preliminary and unaudited, the outlook for the quarter ending April 28, 2018 and fiscal 2019 and statements found under the "Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures" section of this release. Forward looking statements are based on management's current expectations, estimates and projections. These statements are subject to risks and uncertainties that may cause actual results for completed periods and periods in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. The most significant of these risks and uncertainties are described in the Company's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and include business and economic conditions and trends in the telecommunications industry affecting the Company's customers, customer capital budgets and spending priorities, the adequacy of the Company's insurance and other reserves and allowances for doubtful accounts, whether the carrying value of the Company's assets may be impaired, preliminary purchase price allocations of acquired businesses, expected benefits and synergies of acquisitions, the future impact of any acquisitions or dispositions, adjustments and cancellations related to the Company's backlog, weather conditions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, the impact of the Tax Cuts and Jobs Act of 2017, and the other risks and uncertainties detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.

---Tables Follow---


                                                                   DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

                                                                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                            (Dollars in thousands)

                                                                                  Unaudited


                                                                                                                     January 27, 2018                   July 29, 2017
                                                                                                                     ----------------                   -------------

    ASSETS

    Current assets:

    Cash and equivalents                                                                                                                      $84,029                                   $38,608

    Accounts receivable, net                                                                                                  318,684                          369,800

    Costs and estimated earnings in excess of billings                                                                        369,472                          389,286

    Inventories                                                                                                                79,039                           83,204

    Deferred tax assets, net (a)                                                                                                    -                          26,524

    Income tax receivable                                                                                                      13,852                            7,493

    Other current assets                                                                                                       39,710                           23,603
                                                                                                                               ------                           ------

       Total current assets                                                                                                   904,786                          938,518
                                                                                                                              -------                          -------


    Property and equipment, net                                                                                               414,768                          422,107

    Goodwill and other intangible assets, net                                                                                 493,212                          505,309

    Other                                                                                                                      28,190                           33,373
                                                                                                                               ------                           ------

       Total non-current assets                                                                                               936,170                          960,789
                                                                                                                              -------                          -------

       Total assets                                                                                                                        $1,840,956                                $1,899,307
                                                                                                                                           ==========                                ==========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accounts payable                                                                                                                          $92,361                                  $132,974

    Current portion of debt                                                                                                    26,469                           21,656

    Billings in excess of costs and estimated earnings                                                                          6,480                            9,284

    Accrued insurance claims                                                                                                   53,890                           39,909

    Income taxes payable                                                                                                          755                            1,112

    Other accrued liabilities                                                                                                  79,657                          113,603
                                                                                                                               ------                          -------

       Total current liabilities                                                                                              259,612                          318,538


    Long-term debt                                                                                                            733,843                          738,265

    Accrued insurance claims                                                                                                   59,385                           62,007

    Deferred tax liabilities, net non-current (a)                                                                              57,428                          103,626

    Other liabilities                                                                                                           5,692                            5,288
                                                                                                                                -----                            -----

       Total liabilities                                                                                                    1,115,960                        1,227,724


       Total stockholders' equity                                                                                             724,996                          671,583
                                                                                                                              -------                          -------

       Total liabilities and stockholders' equity                                                                                          $1,840,956                                $1,899,307
                                                                                                                                           ==========                                ==========


    (a) The Company adopted Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, on a prospective basis effective July 30,
     2017, the first day of the six month period ended January 27, 2018. As a result of this adoption, Deferred tax liabilities, net non-current is presented net of deferred tax assets
     within the condensed consolidated balance sheets as of January 27, 2018.


                                                                                                      DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

                                                                                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                   (Dollars in thousands, except share amounts)

                                                                                                                     Unaudited


                                                                                                                              Quarter                   Quarter                  Six Months                Six Months

                                                                                                                               Ended                     Ended                      Ended                     Ended

                                                                                                                            January 27,               January 28,                January 27,               January 28,
                                                                                                                                   2018                       2017                        2018                       2017
                                                                                                                                   ----                       ----                        ----                       ----

    Contract revenues                                                                                                                      $655,133                                  $701,131                               $1,411,348                              $1,500,355
                                                                                                                                           --------                                  --------                               ----------                              ----------


    Costs of earned revenues, excluding depreciation and                                                                        540,633                    561,371                   1,141,480                  1,176,361
    amortization

    General and administrative expenses (a)                                                                                      60,370                     58,191                     124,930                    118,395

    Depreciation and amortization                                                                                                42,401                     35,705                      85,053                     70,252
                                                                                                                                 ------                     ------                      ------                     ------

    Total                                                                                                                       643,404                    655,267                   1,351,463                  1,365,008
                                                                                                                                -------                    -------                   ---------                  ---------


    Interest expense, net (b)                                                                                                   (9,853)                   (9,181)                   (19,560)                  (18,248)

    Other income, net                                                                                                               295                      1,006                       6,225                      1,946
                                                                                                                                    ---                      -----                       -----                      -----

    Income before income taxes                                                                                                    2,171                     37,689                      46,550                    119,045


    (Benefit) provision for income taxes (c)                                                                                   (37,888)                    14,026                    (22,285)                    44,332


    Net income                                                                                                                              $40,059                                   $23,663                                  $68,835                                 $74,713
                                                                                                                                            =======                                   =======                                  =======                                 =======


    Earnings per common share:


    Basic earnings per common share                                                                                                           $1.29                                     $0.75                                    $2.22                                   $2.37
                                                                                                                                              =====                                     =====                                    =====                                   =====


    Diluted earnings per common share                                                                                                         $1.24                                     $0.74                                    $2.15                                   $2.32
                                                                                                                                              =====                                     =====                                    =====                                   =====



    Shares used in computing earnings per common share:

    Basic                                                                                                                    31,056,840                 31,531,834                  31,059,140                 31,480,660
                                                                                                                             ==========                 ==========                  ==========                 ==========


    Diluted (d)                                                                                                              32,218,324                 32,161,566                  32,054,945                 32,180,923
                                                                                                                             ==========                 ==========                  ==========                 ==========


    (a) Includes stock-based compensation expense of $5.9 million and $5.3 million for the quarter ended January 27, 2018 and January 28, 2017, respectively, and $13.3 million and $11.0 million for the six months ended January 27, 2018 and January 28, 2017, respectively.

    (b) Includes pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes of approximately $4.6 million and $4.4 million for the quarter ended January 27, 2018 and January 28, 2017, respectively, and $9.2 million and $8.7 million for the
     six months ended January 27, 2018 and January 28, 2017, respectively.

    (c) During the quarter and six months ended January 27, 2018, the (benefit) provision for income taxes includes approximately $32.2 million of income tax benefit resulting from Tax Reform, primarily due to the re-measurement of the Company's net deferred tax liabilities at a
     lower U.S. federal corporate income tax rate. It also included approximately $6.9 million and $7.8 million for the quarter and six months ended January 27, 2018, respectively, of income tax benefit for the tax effects of the vesting and exercise of share-based awards.

    (d) During the quarter ended January 27, 2018, the Company's average stock price exceeded the conversion price of its Notes of $96.89. As a result, diluted shares used in computing diluted earnings per common share for the quarter and six months ended January 27, 2018
     includes approximately 0.4 million and 0.2 million weighted shares, respectively, of potential dilution from the embedded conversion feature in the Notes.


                                                                                                                      DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

                                                                                                                   RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                                                                                                                       TO COMPARABLE GAAP FINANCIAL MEASURES

                                                                                                                               (Dollars in thousands)

                                                                                                                                     Unaudited


    CONTRACT REVENUES, NON-GAAP ORGANIC CONTRACT REVENUES, AND DECLINE %'s
    ----------------------------------------------------------------------


                                                                                          Contract                      Revenues                     Revenues               Non-GAAP                 GAAP                  Non-
                                                                                         Revenues -                       from                      from storm                                                            GAAP -
                                                                                            GAAP                        acquired                    restoration             - Organic             - Decline              Organic
                                                                                                                    business (a)                   services               Contract                                     Decline
                                                                                                                                                                          Revenues                  %
                                                                                                                                                                                                                          %
                                                                                                                                                                                                                           ---

    Quarter Ended January 27, 2018                                                                         $655,133                                     $(8,424)                        $(19,573)             $627,136           (6.6)% (10.6)%


    Quarter Ended January 28, 2017                                                                         $701,131                              $             -                      $         -             $701,131


    Six Months Ended January 27, 2018                                                                    $1,411,348                                    $(17,005)                        $(35,058)           $1,359,285           (5.9)%  (9.4)%


    Six Months Ended January 28, 2017                                                                    $1,500,355                              $             -                      $         -           $1,500,355


    (a) Amounts for the quarter and six months ended January 27, 2018 represent contract revenues from an acquired business that was not owned in the prior year periods.


    NON-GAAP ADJUSTED EBITDA
    ------------------------


                                                          Quarter              Quarter    Six Months     Six Months

                                                           Ended                Ended        Ended          Ended

                                                       January 27,           January 28,  January 27,   January 28,
                                                                                    2017          2018            2017
                                                               2018
                                                               ----

    Reconciliation of net income to Non-GAAP Adjusted
    EBITDA:

    Net income                                                       $40,059                   $23,663                     $68,835    $74,713

    Interest expense, net                                     9,853                 9,181        19,560          18,248

    (Benefit) provision for income taxes                   (37,888)               14,026      (22,285)         44,332

    Depreciation and amortization expense                    42,401                35,705        85,053          70,252
                                                             ------                ------        ------          ------

       Earnings Before Interest, Taxes, Depreciation &       54,425                82,575       151,163         207,545
       Amortization ("EBITDA")

    Gain on sale of fixed assets                              (722)              (1,729)      (7,217)        (3,172)

    Stock-based compensation expense                          5,897                 5,309        13,277          11,015

       Non-GAAP Adjusted EBITDA                                      $59,600                   $86,155                    $157,223   $215,388
                                                                     =======                   =======                    ========   ========


    Contract revenues                                               $655,133                  $701,131                  $1,411,348 $1,500,355

       Non-GAAP Adjusted EBITDA % of Contract Revenues         9.1%                12.3%        11.1%          14.4%


                                                                                                    DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

                                                                                                 RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
                                                                                               TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)

                                                                                                  (Dollars in thousands, except share amounts)

                                                                                                                   Unaudited


    NET INCOME, NON-GAAP ADJUSTED NET INCOME, NET INCOME PER COMMON SHARE, NON-GAAP ADJUSTED DILUTED EARNINGS PER COMMON SHARE, AND NON-GAAP ADJUSTED DILUTED SHARES
    ----------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                                Quarter                  Quarter                  Six Months                Six Months

                                                                                                                                 Ended                    Ended                       Ended                    Ended

                                                                                                                              January 27,              January 28,                January 27,               January 28,
                                                                                                                                     2018                      2017                        2018                       2017
                                                                                                                                     ----                      ----                        ----                       ----

    Reconciliation of Non-GAAP Adjusted Net Income:

    Net income                                                                                                                               $40,059                                   $23,663                               $68,835                              $74,713
                                                                                                                                             -------                                   -------                               -------                              -------


    Pre-Tax Adjustments:

    Non-cash amortization of debt discount on Notes                                                                                 4,623                     4,379                       9,170                      8,686


    Tax Adjustments:

    Tax impact of Tax Reform (a)                                                                                                 (32,249)                        -                   (32,249)                         -

    Tax impact of share-based vesting and exercises (b)                                                                           (6,912)                        -                    (6,912)                         -

    Tax impact of non-cash amortization of debt discount                                                                          (1,757)                  (1,631)                    (3,485)                   (3,242)
    on Notes

    Total adjustments, net of tax                                                                                                (36,295)                    2,748                    (33,476)                     5,444


    Non-GAAP Adjusted Net Income                                                                                                              $3,764                                   $26,411                               $35,359                              $80,157
                                                                                                                                              ======                                   =======                               =======                              =======


    Reconciliation of Non-GAAP Adjusted Diluted
    Earnings per Common Share:

    Net income per common share                                                                                                                $1.24                                     $0.74                                 $2.15                                $2.32

    Total adjustments, net of tax                                                                                                  (1.12)                     0.09                      (1.04)                      0.17
                                                                                                                                    -----                      ----                       -----                       ----

    Non-GAAP Adjusted Diluted Earnings per Common                                                                                              $0.12                                     $0.82                                 $1.11                                $2.49
    Share
                                                                                                                                                                                                                                                                   ===


    Shares used in computing Non-GAAP Adjusted Diluted
    Earnings per Common Share:

    Diluted shares - GAAP                                                                                                      32,218,324                32,161,566                  32,054,945                 32,180,923

    Adjustment for economic benefit of note hedge related                                                                       (434,788)                        -                  (217,394)                         -
    to Notes (c)
                                                                                                                                                                                                                    ---

    Non-GAAP Adjusted Diluted Shares (c)                                                                                       31,783,536                32,161,566                  31,837,551                 32,180,923
                                                                                                                               ==========                ==========                  ==========                 ==========


    (a) During the quarter and six months ended January 27, 2018, the Company recognized an income tax benefit of approximately $32.2 million resulting from Tax Reform, primarily due to the re-measurement of the Company's net deferred tax liabilities at a lower
     U.S. federal corporate income tax rate.

    (b) During the quarter and six months ended January 27, 2018, the Company excluded an income tax benefit of approximately $6.9 million for the tax effects of the vesting and exercise of share-based awards from its Non-GAAP Adjusted Net Income and Non-GAAP
     Adjusted Diluted Earnings per Common Share.

    (c) The Company has a note hedge in effect to offset the economic dilution of additional shares from the Notes up to an average quarterly share price of $130.43 per share. Non-GAAP Adjusted Diluted Shares excludes the GAAP dilutive effect of the Notes.


    Amounts in table above may not add due to rounding.


                                                                                                            DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

                                                                                                         RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                                                                                                       TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)

                                                                                                          (Dollars in thousands, except share amounts)

                                                                                                                           Unaudited


    OUTLOOK - DILUTED EARNINGS PER COMMON SHARE AND NON-GAAP ADJUSTED DILUTED EARNINGS PER COMMON SHARE
    ---------------------------------------------------------------------------------------------------


                                                                                                                                                                                                                                                          Quarter Ending

                                                                                                                                                                                                                                                          April 28, 2018

                                                                                                                                                                                                                                            Fiscal 2019       (Q1-19)
                                                                                                                                                                                                                                            -----------        ------

    Diluted Earnings per Share:
    ---------------------------

    Diluted earnings per common share - GAAP (a)                                                                                                                                                                                            $4.78 - $5.70   $0.52 - $0.67
                                                                                                                                                                                                                                            -------------   -------------


    Adjustment

    Addback of after-tax non-cash amortization of debt discount on Notes (b)                                                                                                                                                                        $0.44            $0.11


    Non-GAAP Adjusted Diluted Earnings per Common Share                                                                                                                                                                                     $5.22 - $6.14   $0.63 - $0.78
                                                                                                                                                                                                                                            =============   =============



    Diluted shares - in millions (c)                                                                                                                                                                                                                 31.9             31.8


    (a) Based on a preliminary analysis of the impact of Tax Reform, the Company currently expects that the fiscal 2019 effective tax rate will be within a range of 27.0% to 27.5% before the tax effects of the settlement of share-based
     awards.

    (b) The Company expects to recognize approximately $19.1 million and $4.7 million in pre-tax interest expense during fiscal 2019 and the quarter ending April 28, 2018, respectively, for non-cash amortization of the debt discount
     associated with the Notes.

    (c) Actual GAAP diluted shares will include any applicable dilutive effect of the Notes based on the average share price during the respective period. The Company has a note hedge in effect to offset the economic dilution of
     additional shares from the Notes up to an average quarterly price of $130.43 per share. Accordingly, for Non-GAAP Adjusted Diluted Earnings per Common Share calculations, the Company expects to present results per share that
     exclude the dilutive effect of the Notes, if applicable, based on the expected effect of the note hedge.


    Amounts in table above may not add due to rounding.


                                                                                                        DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

                                                                                                     RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                                                                                                   TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)

                                                                                                      (Dollars in millions, except share amounts)

                                                                                                                       Unaudited


    RECONCILIATION OF NET INCOME TO NON-GAAP ADJUSTED EBITDA BASED ON THE MIDPOINT OF EARNINGS PER COMMON SHARE ("EPS") GUIDANCE FOR FISCAL 2019 AND QUARTER ENDING APRIL 28, 2018 (Q1-19)
    -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                                                                                                                     Quarter Ending

                                                                                                                                                                                                                     April 28, 2018

                                                                                                                                                                                           Fiscal 2019                   (Q1-19)
                                                                                                                                                                                           -----------                    ------

                                                                                                                                                                                               (at midpoint of EPS guidance)

    Net income                                                                                                                                                                                                $167                   $19.0

    Interest expense, net                                                                                                                                                                            41                         10.1

    Provision for income taxes                                                                                                                                                                       63                          7.1

    Depreciation and amortization                                                                                                                                                                   184                         43.8

    Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")                                                                                                                         455                         80.0

    Gain on sale of fixed assets                                                                                                                                                                   (11)                       (5.1)

    Stock-based compensation expense                                                                                                                                                                 26                          5.3

    Non-GAAP Adjusted EBITDA                                                                                                                                                                                  $470                   $80.3
                                                                                                                                                                                                              ====                   =====


    Contract revenues (at midpoint of guidance)                                                                                                                                                             $3,400                    $735

    Non-GAAP Adjusted EBITDA % of Contract Revenues (at midpoint of guidance)                                                                                                                     13.8%                       10.9%


    Amounts in table above may not add due to rounding.

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
TO COMPARABLE GAAP FINANCIAL MEASURES (CONTINUED)

Explanation of Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). In the Company's quarterly results releases, trend schedules, conference calls, slide presentations, and webcasts, it may use or discuss Non-GAAP financial measures, as defined by Regulation G of the Securities and Exchange Commission. The Company believes that the presentation of certain Non-GAAP financial measures in these materials provides information that is useful to investors because it allows for a more direct comparison of the Company's performance for the period reported with the Company's performance in prior periods. The Company cautions that Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. Management defines the Non-GAAP financial measures used in this release as follows:

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


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


    --  Non-GAAP Adjusted Net Income - GAAP net income before non-cash
        amortization of the debt discount and the related tax impact, certain
        tax impacts resulting from vesting and exercise of share-based awards,
        certain tax impacts of Tax Reform, and certain non-recurring items.
    --  Non-GAAP Adjusted Diluted Earnings per Common Share and Non-GAAP
        Adjusted Diluted Shares - Non-GAAP Adjusted Net Income divided by
        Non-GAAP Adjusted Diluted Shares outstanding. The Company has a note
        hedge in effect to offset the economic dilution of additional shares
        from the Notes up to an average quarterly share price of $130.43. The
        measure of Non-GAAP Adjusted Diluted shares used in computing Non-GAAP
        Adjusted Diluted Earnings per Common Share excludes dilution from the
        Notes. Management believes that the calculation of Non-GAAP Adjusted
        Diluted shares to reflect the note hedge will be useful to investors
        because it provides insight into the offsetting economic effect of the
        hedge against potential conversion of the Notes.

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

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


    --  Tax impact from Tax Reform - During the quarter and six months ended
        January 27, 2018, the Company recognized an income tax benefit of
        approximately $32.2 million resulting from Tax Reform, primarily due to
        a reduction of net deferred tax liabilities. The Company has excluded
        this impact because it is a significant change in the U.S. federal
        corporate tax rate and because the Company believes it is not indicative
        of the Company's underlying results or ongoing operations.


    --  Tax impact of excess tax benefits as a result of ASU 2016-09 - ASU
        2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU
        2016-09") became effective for the Company July 30, 2017, the first day
        of the 2018 transition period, and changed the treatment of windfalls
        (or shortfalls) arising from the vesting and exercise of share-based
        awards. Prior to ASU 2016-09, these amounts were recorded as an
        adjustment to additional paid-in capital. With the adoption of ASU
        2016-09, these amounts are now captured in the Company's provision for
        income taxes. The Company excluded the impact of approximately $6.9
        million of excess tax benefits during the quarter and six months ended
        January 27, 2018 from its provision for income taxes in its Non-GAAP
        measures as this amount may vary significantly from period to period and
        excluding this amount from the Company's Non-GAAP financial measures
        provides management with a more consistent measure for assessing
        financial results.
    --  Tax impact of adjusted results - The tax impact of adjusted results
        reflects the Company's effective tax rate used for financial planning
        for the applicable period.

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SOURCE Dycom Industries, Inc.