Dycom Industries, Inc. Announces Fiscal 2019 Second Quarter Results and Affirms Updated Guidance for Fiscal 2019 and Fiscal 2019 Third Quarter

PALM BEACH GARDENS, Fla., Aug. 29, 2018 /PRNewswire/ -- Dycom Industries, Inc. (NYSE: DY) announced today its results for the second quarter and six months ended July 28, 2018. The Company also affirmed its financial guidance for the 2019 fiscal year ending January 26, 2019 and outlook for the quarter ending October 27, 2018 that was previously provided by the Company on August 13, 2018. The Company reported:

    --  Contract revenues of $799.5 million for the quarter ended July 28, 2018,
        compared to $780.2 million for the quarter ended July 29, 2017. Contract
        revenues for the quarter ended July 28, 2018 increased 0.8% on an
        organic basis after excluding $3.8 million of contract revenues from
        storm restoration services in the current period and $9.1 million of
        contract revenues from an acquired business that was not owned during
        the comparable prior period.
    --  Non-GAAP Adjusted EBITDA of $97.8 million, or 12.2% of contract
        revenues, for the quarter ended July 28, 2018, compared to $118.0
        million, or 15.1% of contract revenues, for the quarter ended July 29,
        2017.
    --  On a GAAP basis, net income was $29.9 million, or $0.94 per common share
        diluted, for the quarter ended July 28, 2018, compared to net income of
        $43.7 million, or $1.38 per common share diluted, for the quarter ended
        July 29, 2017. Non-GAAP Adjusted Net Income was $33.3 million, or $1.05
        per Non-GAAP Adjusted Diluted Share, for the quarter ended July 28,
        2018, compared to Non-GAAP Adjusted Net Income of $46.5 million, or
        $1.47 per common share diluted, for the quarter ended July 29, 2017.

Non-GAAP Adjusted Net Income for the quarters ended July 28, 2018 and July 29, 2017 excludes $4.8 million and $4.5 million, respectively, of pre-tax interest expense for the 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 July 28, 2018 exclude the GAAP dilutive effect of approximately 0.1 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.

The Company also reported:

    --  Contract revenues of $1.531 billion for the six months ended July 28,
        2018, compared to $1.567 billion for the six months ended July 29, 2017.
        Contract revenues for the six months ended July 28, 2018 decreased 4.8%
        on an organic basis after excluding $18.6 million of contract revenues
        from storm restoration services in the current period and contract
        revenues from acquired businesses that were not owned for the entire
        period in both the current and comparable prior periods. Total contract
        revenues from acquired businesses were $35.9 million for the six months
        ended July 28, 2018, compared to $15.3 million for the six months ended
        July 29, 2017.
    --  Non-GAAP Adjusted EBITDA of $171.5 million, or 11.2% of contract
        revenues, for the six months ended July 28, 2018, compared to $226.2
        million, or 14.4% of contract revenues, for the six months ended July
        29, 2017.
    --  On a GAAP basis, net income was $47.1 million, or $1.46 per common share
        diluted, for the six months ended July 28, 2018, compared to net income
        of $82.5 million, or $2.60 per common share diluted, for the six months
        ended July 29, 2017. Non-GAAP Adjusted Net Income was $54.0 million, or
        $1.70 per Non-GAAP Adjusted Diluted Share, for the six months ended July
        28, 2018, compared to Non-GAAP Adjusted Net Income of $88.1 million, or
        $2.77 per common share diluted, for the six months ended July 29, 2017.

Non-GAAP Adjusted Net Income for the six months ended July 28, 2018 and July 29, 2017 excludes $9.4 million and $8.9 million, respectively, of pre-tax interest expense for the 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 July 28, 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.

Outlook

For the 2019 fiscal year ending January 26, 2019 and for the quarter ending October 27, 2018, the Company currently expects the following:


                                  Fiscal 2019       Quarter Ending
                                                   October 27, 2018
                                                   ----------------

    Contract revenues        $3.01 - $3.11 billion  $785 - $835 million

    Diluted Earnings per
     Common Share -GAAP              $2.17 - $2.62        $0.69 - $0.93

    Non-GAAP Adjusted
     Diluted Earnings per
     Common Share                    $2.62 - $3.07        $0.80 - $1.04

    Non-GAAP Adjusted EBITDA
     % of contract revenues          10.7% - 11.1%       11.6% - 12.2%

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 9:00 a.m. (ET), Wednesday, August 29, 2018; call (800) 230-1059 (United States) or (612) 234-9959 (International) ten minutes before the conference call begins and ask for the "Dycom Results" conference call. A live webcast of the conference call and related materials will be available on the Company's Investor Center website at https://ir.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 https://ir.dycomind.com until Friday, September 28, 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 statements related to the outlook for fiscal 2019 and the quarter ending October 27, 2018 found under the "Outlook" and "Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures" sections of this release. Forward looking statements are based on management's current expectations, estimates and projections. These statements are subject to risks and uncertainties that may cause actual results for completed periods and periods in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release. The most significant of these risks and uncertainties are described in the Company's Transition Report on Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports) and include business and economic conditions and trends in the telecommunications industry affecting the Company's customers, customer capital budgets and spending priorities, the adequacy of the Company's insurance and other reserves and allowances for doubtful accounts, whether the carrying value of the Company's assets may be impaired, preliminary purchase price allocations of acquired businesses, expected benefits and synergies of acquisitions, the future impact of any acquisitions or dispositions, adjustments and cancellations related to the Company's backlog, weather conditions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, and the other risks and uncertainties detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements.

---Tables Follow---


                                                             DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

                                                              CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                     (Dollars in thousands)

                                                                            Unaudited


                                                                                                               July 28, 2018                  January 27,
                                                                                                                                                  2018
                                                                                                               -------------                 ------------

    ASSETS

    Current assets:

    Cash and equivalents                                                                                                           $23,906                                  $84,029

    Accounts receivable, net (a)                                                                                     684,862                       318,684

    Contract assets (a)                                                                                              169,931                       369,472

    Inventories                                                                                                       87,785                        79,039

    Income tax receivable                                                                                              7,662                        13,852

    Other current assets                                                                                              31,116                        39,710
                                                                                                                      ------                        ------

    Total current assets                                                                                           1,005,262                       904,786
                                                                                                                   ---------                       -------


    Property and equipment, net                                                                                      423,680                       414,768

    Goodwill and other intangible assets, net                                                                        498,054                       493,212

    Other                                                                                                             25,389                        28,190
                                                                                                                      ------                        ------

    Total non-current assets                                                                                         947,123                       936,170
                                                                                                                     -------                       -------

    Total assets                                                                                                                $1,952,385                               $1,840,956
                                                                                                                                ==========                               ==========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accounts payable                                                                                                              $125,720                                  $92,361

    Current portion of debt                                                                                           31,281                        26,469

    Contract liabilities                                                                                               8,152                         6,480

    Accrued insurance claims                                                                                          39,010                        53,890

    Income taxes payable                                                                                               1,530                           755

    Other accrued liabilities                                                                                        104,626                        79,657
                                                                                                                     -------                        ------

    Total current liabilities                                                                                        310,319                       259,612


    Long-term debt                                                                                                   727,318                       733,843

    Accrued insurance claims                                                                                          61,100                        59,385

    Deferred tax liabilities, net non-current                                                                         64,489                        57,428

    Other liabilities                                                                                                  5,954                         5,692
                                                                                                                       -----                         -----

    Total liabilities                                                                                              1,169,180                     1,115,960


    Total stockholders' equity                                                                                       783,205                       724,996
                                                                                                                     -------                       -------

    Total liabilities and stockholders' equity                                                                                  $1,952,385                               $1,840,956
                                                                                                                                ==========                               ==========


    (a) The Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") effective January 28, 2018, the first day of
     fiscal 2019. The adoption of ASU 2014-09 resulted in balance sheet classification changes for amounts that have not been invoiced to customers but for which the Company has
     satisfied the performance obligation and has an unconditional right to receive payment. Prior to adoption, amounts not invoiced to customers were included in the Company's
     contract asset, historically referred to as Costs and Estimated Earnings in Excess of Billings, regardless of rights to payment. Under ASU 2014-09, these amounts of unbilled
     receivables are included in accounts receivable, net. As of January 28, 2018, the date of adoption, the Company reclassified $311.7 million of unbilled receivables from
     contract assets to accounts receivable, net. Upon reclassification, accounts receivable, net and contract assets were $630.4 million and $57.8 million, respectively, as of
     January 28, 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

                                                                                                                            July 28, 2018               July 29, 2017                  July 28, 2018               July 29, 2017
                                                                                                                            -------------               -------------                  -------------               -------------

    Contract revenues                                                                                                                        $799,470                                        $780,188                                 $1,530,844                                $1,566,526
                                                                                                                                             --------                                        --------                                 ----------                                ----------


    Costs of earned revenues, excluding depreciation and                                                                          642,376                      606,898                       1,241,949                    1,228,373
    amortization

    General and administrative expenses (a)                                                                                        64,555                       59,519                         126,838                      120,836

    Depreciation and amortization                                                                                                  44,805                       40,244                          88,160                       77,655
                                                                                                                                   ------                       ------                          ------                       ------

    Total                                                                                                                         751,736                      706,661                       1,456,947                    1,426,864
                                                                                                                                  -------                      -------                       ---------                    ---------


    Interest expense, net (b)                                                                                                    (10,446)                     (9,735)                       (20,612)                    (19,117)

    Other income, net                                                                                                               4,156                        6,043                          11,868                       10,836
                                                                                                                                    -----                        -----                          ------                       ------

    Income before income taxes                                                                                                     41,444                       69,835                          65,153                      131,381


    Provision for income taxes                                                                                                     11,544                       26,127                          18,022                       48,877


    Net income                                                                                                                                $29,900                                         $43,708                                    $47,131                                   $82,504
                                                                                                                                              =======                                         =======                                    =======                                   =======


    Earnings per common share:


    Basic earnings per common share                                                                                                             $0.96                                           $1.41                                      $1.51                                     $2.64
                                                                                                                                                =====                                           =====                                      =====                                     =====


    Diluted earnings per common share                                                                                                           $0.94                                           $1.38                                      $1.46                                     $2.60
                                                                                                                                                =====                                           =====                                      =====                                     =====



    Shares used in computing earnings per common share:

    Basic                                                                                                                      31,206,340                   31,084,019                      31,198,349                   31,220,719
                                                                                                                               ==========                   ==========                      ==========                   ==========


    Diluted (c)                                                                                                                31,954,013                   31,664,148                      32,180,960                   31,787,185
                                                                                                                               ==========                   ==========                      ==========                   ==========


    (a) Includes stock-based compensation expense of $6.0 million and $4.9 million for the quarters ended July 28, 2018 and July 29, 2017, respectively, and $10.9 million and $9.8 million for the six months ended July 28, 2018 and July 29, 2017, respectively.

    (b) Includes pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes of approximately $4.8 million and $4.5 million for the quarters ended July 28, 2018 and July 29, 2017, respectively, and $9.4 million and $8.9 million for the six months
     ended July 28, 2018 and July 29, 2017, respectively.

    (c) During the quarter and six months ended July 28, 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 July 28, 2018
     include approximately 0.1 million and 0.4 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 GROWTH (DECLINE) %'s


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

    Quarter Ended July 28, 2018                                                                    $799,470                                                     $(9,074)                                                 $(3,760)                   $786,636   2.5%

                                                                                                                                                                                                                                                                    0.8%


    Quarter Ended July 29, 2017                                                                    $780,188                                $                           -                            $                           -                   $780,188


    Six Months Ended July 28, 2018                                                               $1,530,844                                                    $(35,863)                                                $(18,609)                 $1,476,372 (2.3)%      (4.8)%


    Six Months Ended July 29, 2017                                                               $1,566,526                                                    $(15,306)                            $                           -                 $1,551,220


    (a) Amounts for the quarters and six months ended July 28, 2018 and July 29, 2017 represent contract revenues from acquired businesses that were not owned for the full period in both the current and comparable prior periods.


    NON-GAAP ADJUSTED EBITDA


                                                                    Quarter                Quarter       Six Months     Six Months

                                                                     Ended                  Ended           Ended          Ended

                                                                 July 28, 2018          July 29, 2017  July 28, 2018   July 29, 2017
                                                                 -------------          -------------  -------------   -------------

    Reconciliation of net income to Non-GAAP Adjusted EBITDA:

    Net income                                                                  $29,900                       $43,708                      $47,131    $82,504

    Interest expense, net                                               10,446                   9,735          20,612           19,117

    Provision for income taxes                                          11,544                  26,127          18,022           48,877

    Depreciation and amortization expense                               44,805                  40,244          88,160           77,655
                                                                        ------                  ------          ------           ------

    Earnings Before Interest, Taxes, Depreciation & Amortization        96,695                 119,814         173,925          228,153
    ("EBITDA")

    Gain on sale of fixed assets                                       (4,909)                (6,645)       (13,324)        (11,694)

    Stock-based compensation expense                                     6,048                   4,874          10,911            9,789

    Non-GAAP Adjusted EBITDA                                                    $97,834                      $118,043                     $171,512   $226,248
                                                                                =======                      ========                     ========   ========


    Contract revenues                                                          $799,470                      $780,188                   $1,530,844 $1,566,526

    Non-GAAP Adjusted EBITDA % of contract revenues                      12.2%                  15.1%          11.2%           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, DILUTED EARNINGS 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

                                                                                                                                                 July 28, 2018               July 29, 2017                  July 28, 2018               July 29, 2017
                                                                                                                                                 -------------               -------------                  -------------               -------------

    Reconciliation of Non-GAAP Adjusted Net Income:

    Net income                                                                                                                                                     $29,900                                         $43,708                                 $47,131     $82,504
                                                                                                                                                                   -------                                         -------                                 -------     -------


    Adjustments:

    Pre-tax non-cash amortization of debt discount on Notes                                                                                              4,750                        4,499                           9,422                        8,924

    Tax impact of non-cash amortization of debt discount on Notes                                                                                      (1,314)                     (1,675)                        (2,589)                     (3,319)


    Total adjustments, net of tax                                                                                                                        3,436                        2,824                           6,833                        5,605


    Non-GAAP Adjusted Net Income                                                                                                                                   $33,336                                         $46,532                                 $53,964     $88,109
                                                                                                                                                                   =======                                         =======                                 =======     =======


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

    Diluted earnings per common share - GAAP                                                                                                                         $0.94                                           $1.38                                   $1.46       $2.60

    Total adjustments, net of tax and dilutive share effect of                                                                                            0.11                         0.09                            0.23                         0.18
    Notes (a)
                                                                                                                                                                                                                                                  ---

    Non-GAAP Adjusted Diluted Earnings per Common Share                                                                                                              $1.05                                           $1.47                                   $1.70       $2.77
                                                                                                                                                                     =====                                           =====                                   =====       =====


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

    Diluted shares - GAAP                                                                                                                           31,954,013                   31,664,148                      32,180,960                   31,787,185

    Adjustment for economic benefit of note hedge related to                                                                                         (120,196)                           -                      (367,597)                           -

    Notes (a)
                                                                                                                                                                                                                                                  ---

    Non-GAAP Adjusted Diluted Shares (a)                                                                                                            31,833,817                   31,664,148                      31,813,363                   31,787,185
                                                                                                                                                    ==========                   ==========                      ==========                   ==========


    (a) 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 share 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)

                                                                                                                      Unaudited


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


                                                                                                                                                                                                                          Quarter Ending

                                                                                                                                                                                       Fiscal 2019 (a)                              October 27, 2018 (a)
                                                                                                                                                                                      --------------                                -------------------


    Diluted earnings per common share - GAAP                                                                                                                                               $2.17 - $2.62                                   $0.69 - $0.93
                                                                                                                                                                                           -------------                                   -------------


    Adjustment

    Addback of after-tax non-cash amortization of debt discount and dilutive share                                                                                                                  0.45                                             0.11
    effect of Notes (b)(c)



    Non-GAAP Adjusted Diluted Earnings per Common Share                                                                                                                                    $2.62 - $3.07                                   $0.80 - $1.04
                                                                                                                                                                                           =============                                   =============


    Diluted shares (in millions) (c)                                                                                                                                                                32.0                                             31.8

    Adjustment for economic benefit of note hedge related to Notes (in millions) (c)                                                                                                               (0.2)                                               -
                                                                                                                                                                                                    ----                                              ---

    Non-GAAP Adjusted Diluted Shares (in millions) (c)                                                                                                                                              31.8                                             31.8
                                                                                                                                                                                                    ====                                             ====


    (a) The tax effects of future vestings and exercises of share-based awards are excluded from both Diluted earnings per common share - GAAP and Non-GAAP Adjusted Diluted Earnings per Common Share.

    (b) The Company expects to recognize approximately $19.1 million and $4.8 million in pre-tax interest expense during fiscal 2019 and the quarter ending October 27, 2018, respectively, for the non-cash amortization of the debt discount associated with the Notes. The addback
     for fiscal 2019 also includes approximately $0.01 per share for the Non-GAAP impact of the dilutive share effect of the Notes.

    (c) Actual GAAP diluted shares will include any 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 any, 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)

                                                                                                                               Unaudited


    RECONCILIATION OF NET INCOME TO NON-GAAP ADJUSTED EBITDA BASED ON THE MIDPOINT OF EARNINGS PER COMMON SHARE ("EPS") GUIDANCE


                                                                                                                                                                                 Quarter Ending

                                                                                                                                                                Fiscal 2019                     October 27, 2018
                                                                                                                                                              -----------                       ----------------


                                                                                                                                                             (at midpoint of EPS guidance)

    Net income                                                                                                                                                                              $77                    $26

    Interest expense, net                                                                                                                                                   43                                 11

    Provision for income taxes                                                                                                                                              29                                 10

    Depreciation and amortization                                                                                                                                          179                                 45
                                                                                                                                                                           ---                                ---

    Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")                                                                                                327                                 92

    Gain on sale of fixed assets                                                                                                                                          (17)                               (3)

    Stock-based compensation expense                                                                                                                                        24                                  7
                                                                                                                                                                           ---                                ---

    Non-GAAP Adjusted EBITDA                                                                                                                                                               $334                    $96
                                                                                                                                                                                           ====                    ===


    Contract revenues (at midpoint of guidance)                                                                                                                                          $3,060                   $810

    Non-GAAP Adjusted EBITDA % of contract revenues (at midpoint of guidance)                                                                                            10.9%                             11.9%


    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
        comparable prior periods, excluding contract revenues from storm
        restoration services. Non-GAAP Organic Contract Revenue growth (decline)
        is calculated as the percentage change in Non-GAAP Organic Contract
        Revenues over those of the comparable prior year periods. Management
        believes organic growth (decline) is a helpful measure for comparing the
        Company's revenue performance with prior periods.
    --  Non-GAAP Adjusted EBITDA - net income 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 the non-cash
        amortization of the debt discount and the related tax impact 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 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.