dy-20210303
0000067215falseMarch 3, 202100000672152021-03-032021-03-03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2021
DYCOM INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Florida001-1061359-1277135
(State or other jurisdiction of incorporation)(Commission file number)(I.R.S. employer identification no.)
11780 U.S. Highway One, Suite 600
Palm Beach Gardens,FL33408
(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.33 1/3 per shareDYNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 2.02 Results of Operations and Financial Condition.

On March 3, 2021, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2021 fourth quarter and annual results. The Company also provided forward guidance. Additionally, on March 3, 2021, the Company made available related materials to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release and related conference call materials are furnished as Exhibits 99.1, 99.2, and 99.3, respectively, to this Current Report on Form 8-K and are incorporated into Item 2.02 of this Current Report on Form 8-K by reference.

The information in the preceding paragraphs, as well as Exhibits 99.1, 99.2, and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933 (the “Securities Act”) if such subsequent filing specifically references this Current Report on Form 8-K.



Forward Looking Statements 

This Current Report on Form 8-K, including the press release and related slide presentation and non-GAAP reconciliations that are furnished as exhibits to this Current Report on Form 8-K, contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act. 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 Current Report on Form 8-K. 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 the impact of the COVID-19 pandemic on our business operating results, cash flows and/or financial condition and the impacts of the measures we have taken in response to the COVID-19 pandemic, business and economic conditions and trends in the telecommunications industry affecting the Company’s customers, fluctuations in 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 our filings with the Securities and Exchange Commission. These filings are available on a web site maintained by the Securities and Exchange Commission at http://www.sec.gov. The Company does not undertake to update forward-looking statements except as required by law.


Item 9.01 Financial Statement and Exhibits.
     
(d)Exhibits
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



    

    





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Dated: March 3, 2021
DYCOM INDUSTRIES, INC.
(Registrant)
By:  /s/ Ryan F. Urness
Name:  Ryan F. Urness
Title:  Vice President, General Counsel and Corporate Secretary

Exhibit 99.1


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N E W S  R E L E A S E
FOR IMMEDIATE RELEASEContact:Steven E. Nielsen, President and CEO
H. Andrew DeFerrari, Senior Vice President and CFO
Callie A. Tomasso, Investor Relations
(561) 627-7171

March 3, 2021
DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2021 FOURTH QUARTER AND ANNUAL RESULTS

Palm Beach Gardens, Florida, March 3, 2021 - Dycom Industries, Inc. (NYSE: DY) announced today its results for the fourth quarter and fiscal year ended January 30, 2021.

Fourth Quarter Fiscal 2021 Highlights

•Contract revenues of $750.7 million for the quarter ended January 30, 2021, compared to $737.6 million for the quarter ended January 25, 2020. Contract revenues decreased 6.2% on an organic basis after excluding $5.7 million in contract revenues from storm restoration services and adjusting for the additional week of operations during the quarter ended January 30, 2021 as a result of the Company’s 52/53 week fiscal year.

•Non-GAAP Adjusted EBITDA of $45.7 million, or 6.1% of contract revenues, for the quarter ended January 30, 2021, compared to $44.5 million, or 6.0% of contract revenues, for the quarter ended January 25, 2020.

•On a GAAP basis, net loss was $4.2 million, or a loss of $0.13 per common share, for the quarter ended January 30, 2021, compared to net loss of $11.2 million, or a loss of $0.35 per common share, for the quarter ended January 25, 2020. Non-GAAP Adjusted Net Loss was $2.3 million, or a loss of $0.07 per common share, for the quarter ended January 30, 2021, compared to Non-GAAP Adjusted Net Loss of $7.2 million, or a loss of $0.23 per common share, for the quarter ended January 25, 2020.

•As of January 30, 2021, the Company had cash and equivalents of $11.8 million, borrowings on its revolving line of credit of $105.0 million, $421.9 million of term loans outstanding and $58.3 million aggregate principal amount of 0.75% convertible senior notes due September 2021 (the “Notes”) outstanding.

•During the quarter ended January 30, 2021, the Company repurchased 1,324,381 common shares in open market transactions for $100.0 million at an average price of $75.51 per share. As of January 30, 2021, the Company had 30,615,167 shares outstanding, excluding the dilutive effect of stock options and unvested restricted stock.

Fiscal 2021 Highlights

•Contract revenues of $3.199 billion for the fiscal year ended January 30, 2021, compared to $3.340 billion for the fiscal year ended January 25, 2020. Contract revenues for the fiscal year ended January 30, 2021 decreased 6.1% on an organic basis after excluding contract revenues from storm restoration services and adjusting for the additional week of operations during the quarter ended January 30, 2021 as a result of the Company’s 52/53 week fiscal year. Contract revenues from storm restoration services were $14.6 million and $4.7 million for the fiscal years ended January 30, 2021 and January 25, 2020, respectively.

•Non-GAAP Adjusted EBITDA of $311.0 million, or 9.7% of contract revenues, for the fiscal year ended January 30, 2021, compared to $299.1 million, or 9.0% of contract revenues, for the fiscal year ended January 25, 2020. Non-GAAP Adjusted EBITDA for the fiscal year ended January 25, 2020 excludes $11.0 million of income before taxes reflecting the net benefit of a contract modification.

•On a GAAP basis, net income was $34.3 million, or $1.07 per common share diluted, for the fiscal year ended January 30, 2021, compared to $57.2 million, or $1.80 per common share diluted, for the fiscal year ended January 25, 2020.


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Non-GAAP Adjusted Net Income was $81.4 million, or $2.54 per common share diluted, for the fiscal year ended January 30, 2021, compared to $65.1 million, or $2.05 per common share diluted, for the fiscal year ended January 25, 2020.

Outlook

For the quarter ending May 1, 2021, as compared sequentially to the quarter ended January 30, 2021, the Company expects contract revenues to range from in-line to modestly lower and Non-GAAP Adjusted EBITDA as a percentage of contract revenues to range from in-line to modestly higher. The Company believes the impact of the COVID-19 pandemic on its operating results, cash flows and financial condition is uncertain, unpredictable and could affect its ability to achieve these expected financial results.

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 in the press release tables that follow.

Conference Call Information and Other Selected Data

The Company will host a conference call to discuss fiscal 2021 fourth quarter results on Wednesday, March 3, 2021 at 9:00 a.m. Eastern time. 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. Parties interested in participating via telephone should dial (833) 519-1313 (United States) or (914) 800-3879 (International) with the conference ID 2407007, ten minutes before the conference call begins. For those who cannot participate at the scheduled time, a replay of the live webcast and the related materials will be available at https://ir.dycomind.com for approximately 120 days following the event.

About Dycom Industries, Inc.

Dycom is a leading provider of specialty contracting services throughout the United States. These services include program management; planning; engineering and design; aerial, underground, and wireless construction; maintenance; and fulfillment services for telecommunications providers. Additionally, Dycom provides 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 outlook for the quarter ending May 1, 2021 found under the “Outlook” section of this release. These statements are subject to change. 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 the projected impact of COVID-19 on the Company’s business operating results, cash flows and/or financial condition and the impacts of the measures the Company has taken in response to COVID-19, the Company’s ability to effectively execute its business and capital plans, 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 of the Company’s projects, the related impact to the Company’s backlog from project cancellations, weather conditions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, the Company’s ability to generate sufficient cash to service its indebtedness, restrictions imposed by the Company’s credit agreement, 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 any obligation to update forward-looking statements.
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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited
January 30, 2021January 25, 2020
ASSETS
Current assets:
Cash and equivalents$11,770 $54,560 
Accounts receivable, net858,123 817,245 
Contract assets197,110 253,005 
Inventories70,849 98,324 
Income tax receivable1,706 3,168 
Other current assets29,072 31,991 
Total current assets1,168,630 1,258,293 
Property and equipment, net273,960 376,610 
Operating lease right-of-use assets63,179 69,596 
Goodwill and other intangible assets, net391,807 465,694 
Other46,589 47,438 
Total assets$1,944,165 $2,217,631 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$158,966 $119,612 
Current portion of debt81,722 22,500 
Contract liabilities14,101 16,332 
Accrued insurance claims41,736 38,881 
Operating lease liabilities24,769 26,581 
Income taxes payable6,387 344 
Other accrued liabilities120,809 98,775 
Total current liabilities448,490 323,025 
Long-term debt501,562 844,401 
Accrued insurance claims - non-current70,224 56,026 
Operating lease liabilities - non-current38,359 43,606 
Deferred tax liabilities, net - non-current47,650 75,527 
Other liabilities26,572 6,442 
Total liabilities1,132,857 1,349,027 
Total stockholders’ equity811,308 868,604 
Total liabilities and stockholders’ equity$1,944,165 $2,217,631 
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DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share amounts)
Unaudited
QuarterQuarterFiscal YearFiscal Year
EndedEndedEndedEnded
January 30, 2021January 25, 2020January 30, 2021January 25, 2020
Contract revenues$750,665 $737,603 $3,199,165 $3,339,682 
Costs of earned revenues, excluding depreciation and amortization1,2
645,476 633,203 2,641,989 2,779,730 
General and administrative3,4
63,898 60,976 259,770 254,590 
Depreciation and amortization43,584 46,615 175,897 187,556 
Goodwill impairment charge5
— — 53,264 — 
Total752,958 740,794 3,130,920 3,221,876 
Interest expense, net6
(4,651)(12,620)(29,671)(50,859)
Gain (loss) on debt extinguishment7
— (76)12,046 (76)
Other income, net676 554 8,597 11,665 
(Loss) income before income taxes(6,268)(15,333)59,217 78,536 
(Benefit) provision for income taxes8
(2,073)(4,144)24,880 21,321 
Net (loss) income$(4,195)$(11,189)$34,337 $57,215 
(Loss) earnings per common share:
Basic (loss) earnings per common share$(0.13)$(0.35)$1.08 $1.82 
Diluted (loss) earnings per common share$(0.13)$(0.35)$1.07 $1.80 
Shares used in computing (loss) earnings per common share:
Basic31,445,075 31,549,417 31,665,183 31,498,474 
Diluted31,445,075 31,549,417 32,090,578 31,821,782 
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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 - GAAPRevenues from storm restoration servicesAdditional week of revenue as a result of the Company's 52/53 week fiscal yearNon-GAAP
- Organic Contract Revenues
GAAP - Organic Growth (Decline) %Non-GAAP - Organic (Decline) %
Quarter Ended January 30, 20219
$750,665 $(5,693)$(53,212)$691,760 1.8 %(6.2)%
Quarter Ended January 25, 2020$737,603 $— $— $737,603 
Fiscal Year Ended January 30, 20219
$3,199,165 $(14,587)$(53,212)$3,131,366 (4.2)%(6.1)%
Fiscal Year Ended January 25, 2020$3,339,682 $(4,716)$— $3,334,966 

NET (LOSS) INCOME AND NON-GAAP ADJUSTED EBITDA
QuarterQuarterFiscal YearFiscal Year
EndedEndedEndedEnded
January 30, 2021January 25, 2020January 30, 2021January 25, 2020
Reconciliation of net (loss) income to Non-GAAP Adjusted EBITDA:
Net (loss) income$(4,195)$(11,189)$34,337 $57,215 
Interest expense, net4,651 12,620 29,671 50,859 
(Benefit) provision for income taxes(2,073)(4,144)24,880 21,321 
Depreciation and amortization expense43,584 46,615 175,897 187,556 
Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")41,967 43,902 264,785 316,951 
Gain on sale of fixed assets(819)(1,094)(10,026)(14,879)
Stock-based compensation expense2,281 1,584 12,771 10,034 
Charges for a wage and hour litigation settlement1
2,254 — 2,254 — 
Goodwill impairment charge5
— — 53,264 — 
(Gain) loss on debt extinguishment7
— 76 (12,046)76 
Recovery of previously reserved accounts receivable and contract assets4
— — — (10,345)
Charge for warranty costs2
— — — 8,200 
Non-GAAP Adjusted EBITDA$45,683 $44,468 $311,002 $310,037 
Non-GAAP Adjusted EBITDA % of contract revenues6.1 %6.0 %9.7 %9.3 %
Non-GAAP Adjusted EBITDA, excluding contract modification10
$299,076 
Non-GAAP Adjusted EBITDA, excluding contract modification % of contract revenues10
9.0 %




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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 (LOSS) INCOME, NON-GAAP ADJUSTED NET (LOSS) INCOME, DILUTED (LOSS) EARNINGS PER COMMON SHARE, AND NON-GAAP ADJUSTED DILUTED (LOSS) EARNINGS PER COMMON SHARE
QuarterQuarterFiscal YearFiscal Year
EndedEndedEndedEnded
January 30, 2021January 25, 2020January 30, 2021January 25, 2020
Reconciliation of net (loss) income to Non-GAAP Adjusted Net (Loss) Income:
Net (loss) income$(4,195)$(11,189)$34,337 $57,215 
Pre-Tax Adjustments:
Non-cash amortization of debt discount on Notes710 5,097 7,441 20,112 
Charges for a wage and hour litigation settlement1
2,254 — 2,254 — 
Gain on debt extinguishment7
— — (12,046)— 
Goodwill impairment charge5
— — 53,264 — 
Charge for warranty costs2
— — — 8,200 
Recovery of previously reserved accounts receivable and contract assets4
— — — (10,345)
Tax Adjustments:
Tax impact for the vesting and exercise of share-based awards(255)255 (497)1,056 
Tax effect from net operating loss carryback under enacted CARES Act8
— — (2,631)— 
Tax impact related to previous tax year filing8
— — — 1,092 
Tax impact of pre-tax adjustments(815)(1,402)(702)(4,941)
Total adjustments, net of tax1,894 3,950 47,083 15,174 
Non-GAAP Adjusted Net (Loss) Income$(2,301)$(7,239)$81,420 $72,389 
Non-GAAP Adjusted Net Income, excluding contract modification10
$65,138 
Reconciliation of diluted (loss) earnings per common share to Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share:
GAAP diluted (loss) earnings per common share$(0.13)$(0.35)$1.07 $1.80 
Total adjustments, net of tax0.06 0.13 1.47 0.48 
Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share$(0.07)$(0.23)$2.54 $2.27 
Non-GAAP Adjusted Diluted Earnings per Common Share, excluding contract modification10
$2.05 
Shares used in computing Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share31,445,075 31,549,417 32,090,578 31,821,782 
Amounts in table above may not add due to rounding.

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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 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, adjusted for the additional week in the fourth quarter of fiscal 2021, the quarter ended January 30, 2021, as a result of the Company’s 52/53 week fiscal year. Non-GAAP Organic Contract Revenue (decline) growth is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year periods. Management believes organic (decline) growth is a helpful measure for comparing the Company’s revenue performance with prior periods.

•Non-GAAP Adjusted EBITDA - net (loss) 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 (Loss) Income - GAAP net (loss) income before the non-cash amortization of the debt discount and the related tax impact, certain tax impacts resulting from vesting and exercise of share-based awards, and certain non-recurring items. Management believes Non-GAAP Adjusted Net (Loss) Income is a helpful measure for comparing the Company’s operating performance with prior periods.

•Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share - Non-GAAP Adjusted Net (Loss) Income divided by weighted average diluted shares outstanding. Diluted shares used in the calculation of GAAP loss per common share and Non-GAAP Adjusted Loss per Common Share for the quarters ended January 30, 2021 and January 25, 2020 exclude common stock equivalents related to share-based awards as their effect would be anti-dilutive.

•Notional Net Debt - Notional net debt is a Non-GAAP financial measure that is calculated by subtracting cash and equivalents from the aggregate face amount of outstanding long-term debt. Management believes notional net debt is a helpful measure to assess the Company’s liquidity.

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

•Non-cash amortization of debt discount on Notes - 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 excludes 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.

•Charges for a wage and hour litigation settlement - During the fiscal year ended January 30, 2021, the Company incurred a $2.3 million pre-tax charge in the fourth quarter for a wage and hour litigation settlement. The Company excludes the impact of this charge from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results in the current period.

•Goodwill impairment charge - During the fiscal year ended January 30, 2021, the Company incurred a goodwill impairment charge in the first quarter of $53.3 million for a reporting unit that performs installation services inside third party premises. Management believes excluding the goodwill impairment charge from the Company’s Non-GAAP financial measures assists investors’ overall
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understanding of the Company’s current financial performance and provides management with a consistent measure for assessing the current and historical financial results.

•Gain (loss) on debt extinguishment - During the fiscal year ended January 30, 2021, the Company recognized a gain on debt extinguishment of $12.0 million in connection with its purchase of $401.7 million aggregate principal amount of Notes for $371.4 million, including interest and fees. Additionally, during the fiscal year ended January 25, 2020 the Company incurred a pre-tax charge of approximately $0.1 million for extinguishment of debt in connection with the purchase of $25.0 million aggregate principal amount of Notes for $24.3 million, including interest and fees. Management believes excluding the gain (loss) on debt extinguishment from the Company’s Non-GAAP financial measures assists investors’ overall understanding of the Company’s current financial performance and provides management with a consistent measure for assessing the current and historical financial results.

•Charge for warranty costs - During the fiscal year ended January 25, 2020, the Company recorded an $8.2 million pre-tax charge in the first quarter for estimated warranty costs for work performed for a customer in prior periods. The Company excludes the impact of this charge from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results in the current period.

•Recovery of previously reserved accounts receivable and contract assets - During the fiscal year ended January 25, 2020, the Company recognized $10.3 million of pre-tax income from the recovery of previously reserved accounts receivable and contract assets in the first quarter based on collections from a customer. The Company excludes the impact of this recovery from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results.

•Tax impact of the vesting and exercise of share-based awards - The Company excludes certain tax impacts resulting from the vesting and exercise of share-based awards as these amounts may vary significantly from period to period. Excluding these amounts from the Company’s Non-GAAP financial measures provides management with a more consistent measure for assessing financial results.

•Tax effect from a net operating loss carryback under enacted CARES Act - For the fiscal year ended January 30, 2021, the Company recognized an income tax benefit of $2.6 million during the first quarter from a net operating loss carryback under the enacted U.S. Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Company excludes this impact because the Company believes it is not indicative of the Company’s underlying results or ongoing operations.

•Tax impact of previous tax year filing - During the fiscal year ended January 25, 2020, the Company recognized an income tax expense of $1.1 million on a previous tax year filing. The Company excludes this impact because the Company believes it is not indicative of the Company’s underlying results or ongoing operations.

•Tax impact of pre-tax adjustments - The tax impact of pre-tax adjustments reflects the Company’s estimated tax impact of specific adjustments and the effective tax rate used for financial planning for the applicable period.
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Notes

1 During the fiscal year ended January 30, 2021, the Company incurred a $2.3 million pre-tax charge in the fourth quarter for a wage and hour litigation settlement.
2 During the fiscal year ended January 25, 2020, the Company recorded an $8.2 million pre-tax charge in the first quarter for estimated warranty costs for work performed for a customer in prior periods.
3 Includes stock-based compensation expense of $2.3 million and $1.6 million for the quarters ended January 30, 2021 and January 25, 2020, respectively, and $12.8 million and $10.0 million for the fiscal years ended January 30, 2021 and January 25, 2020, respectively.
4 During the fiscal year ended January 25, 2020, the Company recognized $10.3 million of pre-tax income from the recovery of previously reserved accounts receivable and contract assets in the first quarter based on collections from a customer.
5 The Company incurred a goodwill impairment charge of $53.3 million during the fiscal year ended January 30, 2021 for a reporting unit that performs installation services inside third party premises.
6 Includes pre-tax interest expense for non-cash amortization of the debt discount associated with the Notes of $0.7 million and $5.1 million for the quarters ended January 30, 2021 and January 25, 2020, respectively, and $7.4 million and $20.1 million for the fiscal years ended January 30, 2021 and January 25, 2020, respectively.
7 During the fiscal year ended January 30, 2021, the Company purchased $401.7 million aggregate principal amount of its Notes for $371.4 million, including interest and fees. The purchase price was allocated between the debt and equity components of the Notes. Based on the net carrying amount of the Notes, the Company recognized a net gain on debt extinguishment of $12.0 million after the write-off of associated debt issuance costs. The Company also recognized the equity component of the settlement of the Notes.
During the quarter ended January 25, 2020, the Company purchased $25.0 million aggregate principal amount of 0.75% Convertible Senior Notes due September 2021 (the “Notes”) for $24.3 million, including interest and fees. The purchase price was allocated between the debt and equity components of the Notes. Based on the net carrying amount of the Notes, the Company recognized a net loss on debt extinguishment of $0.1 million after the write-off of associated debt issuance costs. The Company also recognized the equity component of the settlement of the Notes.
8 For the quarter and fiscal year ended January 30, 2021, the provision for income taxes includes $0.3 million and $0.5 million, respectively, of income tax benefit for the vesting and exercise of share-based awards. Additionally, for the fiscal year ended January 30, 2021, the Company recognized an income tax benefit of $2.6 million during the first quarter from a net operating loss carryback under the enacted CARES Act. For the quarter and fiscal year ended January 25, 2020, the provision for income taxes includes $0.3 million and $1.1 million, respectively, of income tax expense for the vesting and exercise of share-based awards. Additionally, for the fiscal year ended January 25, 2020, the provision for income taxes includes $1.1 million of income tax expense related to a previous tax year filing.
9 The Company has a 52/53 week fiscal year. The fiscal year ended January 25, 2020 contains 52 weeks, while the quarter and fiscal year ended January 30, 2021 contains an additional week of operations. The Non-GAAP adjustment for the additional week of operations is calculated for the quarter ended January 30, 2021 as (i) contract revenues less (ii) contract revenues from storm restoration services (iii) divided by 14 weeks.
10 During the fiscal year ended January 25, 2020, the Company entered into a contract modification in the second quarter that increased revenue produced by a large customer program. As a result, the Company recognized $11.8 million of contract revenues for services performed in prior periods, $0.8 million of related performance-based compensation expense, and $1.0 million of stock-based compensation. On an after-tax basis, these items contributed approximately $7.3 million to net income, or $0.23 per common share diluted, for the fiscal year ended January 25, 2020. These amounts are excluded from the calculations of Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Diluted Earnings per Common Share for the fiscal year ended January 25, 2020.
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Exhibit 99.3



Dycom Industries, Inc.
Non-GAAP Reconciliations
Q4 2021

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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 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, adjusted for the additional week in the fourth quarter of fiscal 2021 and the fourth quarter of fiscal 2016, as a result of the Company’s 52/53 week fiscal year. Non-GAAP Organic Contract Revenue (decline) growth is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year periods. Management believes organic (decline) growth is a helpful measure for comparing the Company’s revenue performance with prior periods.

•Non-GAAP Adjusted EBITDA - net (loss) 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 (Loss) Income - GAAP net (loss) income before the non-cash amortization of the debt discount and the related tax impact, certain tax impacts resulting from vesting and exercise of share-based awards, and certain non-recurring items. Management believes Non-GAAP Adjusted Net (Loss) Income is a helpful measure for comparing the Company’s operating performance with prior periods.

•Non-GAAP Adjusted Diluted (Loss) Earnings per Common Share - Non-GAAP Adjusted Net (Loss) Income divided by weighted average diluted shares outstanding. Diluted shares used in the calculation of GAAP loss per common share and Non-GAAP Adjusted Loss per Common Share for the quarters ended January 30, 2021 and January 25, 2020 exclude common stock equivalents related to share-based awards as their effect would be anti-dilutive.

•Notional Net Debt - Notional net debt is a Non-GAAP financial measure that is calculated by subtracting cash and equivalents from the aggregate face amount of outstanding long-term debt. Management believes notional net debt is a helpful measure to assess the Company’s liquidity.

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

•Non-cash amortization of debt discount on Notes - The Company’s 0.75% convertible senior notes due September 2021 (the “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 excludes 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.

•Charges for a wage and hour litigation settlement - During the fiscal year ended January 30, 2021, the Company incurred a $2.3 million pre-tax charge in the fourth quarter for a wage and hour litigation settlement. The Company excludes the impact of this charge from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results in the current period.

•Goodwill impairment charge - During the fiscal year ended January 30, 2021, the Company incurred a goodwill impairment charge in the first quarter of $53.3 million for a reporting unit that performs installation services inside third party premises. . Management believes excluding the goodwill impairment charge from the Company’s Non-GAAP financial measures assists investors’ overall understanding of the Company’s current financial performance and provides management with a consistent measure for assessing the current and historical financial results.

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•Gain (loss) on debt extinguishment - During the fiscal year ended January 30, 2021, the Company recognized a gain on debt extinguishment of $12.0 million in connection with its purchase of $401.7 million aggregate principal amount of Notes for $371.4 million, including interest and fees. Additionally, during the fiscal year ended January 25, 2020 the Company incurred a pre-tax charge of approximately $0.1 million for extinguishment of debt in connection with the purchase of $25.0 million aggregate principal amount of Notes for $24.3 million, including interest and fees. Management believes excluding the gain (loss) on debt extinguishment from the Company’s Non-GAAP financial measures assists investors’ overall understanding of the Company’s current financial performance and provides management with a consistent measure for assessing the current and historical financial results.

•Charge for warranty costs - During the fiscal year ended January 25, 2020, the Company recorded an $8.2 million pre-tax charge in the first quarter for estimated warranty costs for work performed for a customer in prior periods. The Company excludes the impact of this charge from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results in the current period.

•Recovery of previously reserved accounts receivable and contract assets - During the fiscal year ended January 25, 2020, the Company recognized $10.3 million of pre-tax income from the recovery of previously reserved accounts receivable and contract assets in the first quarter based on collections from a customer. The Company excludes the impact of this recovery from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results.

•Tax impact of the vesting and exercise of share-based awards - The Company excludes certain tax impacts resulting from the vesting and exercise of share-based awards as these amounts may vary significantly from period to period. Excluding these amounts from the Company’s Non-GAAP financial measures provides management with a more consistent measure for assessing financial results.

•Tax effect from a net operating loss carryback under enacted CARES Act - For the fiscal year ended January 30, 2021, the Company recognized an income tax benefit of $2.6 million during the first quarter from a net operating loss carryback under the enacted U.S. Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Company excludes this impact because the Company believes it is not indicative of the Company’s underlying results or ongoing operations.

•Tax impact of previous tax year filing - During the fiscal year ended January 25, 2020, the Company recognized an income tax expense of $1.1 million on a previous tax year filing. The Company excludes this impact because the Company believes it is not indicative of the Company’s underlying results or ongoing operations.

•Tax impact of pre-tax adjustments - The tax impact of pre-tax adjustments reflects the Company’s estimated tax impact of specific adjustments and the effective tax rate used for financial planning for the applicable period.
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Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Organic Contract Revenues
Unaudited
(Dollars in millions)
Contract Revenues - GAAP
Revenues from acquired businesses1
Revenues from storm restoration services
Additional week as a result of the Company’s 52/53 week fiscal year3
Non-GAAP - Organic Revenues Growth (Decline)%
GAAP Organic %Non-GAAP - Organic %
Quarter Ended January 30, 2021$750.7 $— $(5.7)$(53.2)$691.8 1.8 %(6.2)%
Quarter Ended January 25, 2020$737.6 $— $— $— $737.6 
Fiscal Years Ended2
January 30, 2021$3,199.2 $— $(14.6)$(53.2)$3,131.4 (4.2)%(6.1)%
January 25, 2020$3,339.7 $— $(4.7)$— $3,335.0 
January 25, 2020$3,339.7 $(26.6)$(4.7)$— $3,308.3 6.8 %8.3 %
January 26, 2019$3,127.7 $(29.6)$(42.9)$— $3,055.3 
January 26, 2019$3,127.7 $(69.9)$(42.9)$— $3,014.9 5.0 %3.6 %
Four Quarters Ended Jan. 27, 20182
$2,977.9 $(32.3)$(35.1)$— $2,910.5 
Four Quarters Ended Jan. 27, 20182
$2,977.9 $(87.3)$(35.1)$— $2,855.5 0.8 %(0.2)%
Four Quarters Ended Jan. 28, 20172
$2,954.2 $(37.3)$— $(56.0)$2,860.9 
July 29, 2017$3,066.9 $(214.9)$— $— $2,851.9 14.8 %14.1 %
July 30, 2016$2,672.5 $(119.8)$— $(53.5)$2,499.2 
July 30, 2016$2,672.5 $(159.0)$— $(52.9)$2,460.7 32.2 %22.7 %
July 25, 2015$2,022.3 $(17.7)$— $— $2,004.7 
July 25, 2015$2,022.3 $(40.4)$— $— $1,982.0 11.6 %9.6 %
July 26, 2014$1,811.6 $(2.8)$— $— $1,808.8 

Note: Amounts above may not add due to rounding.
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Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Organic Contract Revenues - Certain Customers
Unaudited
(Dollars in millions)
Contract Revenues
- GAAP
Revenues from storm restoration services
Additional week as a result of the Company’s 52/53 week fiscal year3
Non-GAAP - Organic Revenues Growth (Decline)%
Quarter EndedGAAP Organic %Non-GAAP - Organic %
Comcast
January 30, 2021$140.9 $— $(10.1)$130.8 38.7 %28.8 %
January 25, 2020$101.6 $— $— $101.6 
Top 5 Customers4
January 30, 2021$521.3 $(3.2)$(37.0)$481.1 (8.5)%(15.5)%
January 25, 2020$569.4 $— $— $569.4 
All Other Customers (excluding Top 5 Customers)
January 30, 2021$229.4 $(2.5)$(16.2)$210.7 36.4 %25.3 %
January 25, 2020$168.2 $— $— $168.2 
Fiber Construction Revenue from Electrical Utility Customers
January 30, 2021$44.1 $— $(3.2)$41.0 142.0 %124.8 %
January 25, 2020$18.2 $— $— $18.2 

Note: Amounts above may not add due to rounding.

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Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Adjusted EBITDA
Unaudited
(Dollars in thousands)
Quarter Ended
January 30, 2021January 25, 2020
Net loss$(4,195)$(11,189)
Interest expense, net4,651 12,620 
Benefit for income taxes(2,073)(4,144)
Depreciation and amortization43,584 46,615 
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”)41,967 43,902 
Gain on sale of fixed assets(819)(1,094)
Stock-based compensation expense2,281 1,584 
Charges for a wage and hour litigation settlement5
2,254 — 
Loss on debt extinguishment6
— 76 
Non-GAAP Adjusted EBITDA$45,683 $44,468 
Non-GAAP Adjusted EBITDA % of contract revenues6.1 %6.0 %

Note: Amounts above may not add due to rounding.
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Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Non-GAAP Adjusted Net Loss and Non-GAAP Adjusted Loss per Common Share
Unaudited
(Dollars and shares in thousands, except per share amounts)
Quarter Ended January 30, 2021
GAAPReconciling ItemsNon-GAAP Adjusted
Contract revenues$750,665 $— $750,665 
Costs of earned revenues, excluding depreciation and amortization5
645,476 (2,100)643,376 
General and administrative5
63,898 (154)63,744 
Depreciation and amortization43,584 — 43,584 
Total752,958 (2,254)750,704 
Interest expense, net7
(4,651)710 (3,941)
Other income, net676 — 676 
Loss before income taxes(6,268)2,964 (3,304)
Benefit for income taxes8
(2,073)1,070 (1,003)
Net loss$(4,195)$1,894 $(2,301)
Loss per common share$(0.13)$0.06 $(0.07)
Shares used in computing loss per common share31,445 — 31,445 
Quarter Ended January 25, 2020
GAAPReconciling ItemsNon-GAAP Adjusted
Contract revenues$737,603 $— $737,603 
Costs of earned revenues, excluding depreciation and amortization633,203 — 633,203 
General and administrative60,976 — 60,976 
Depreciation and amortization46,615 — 46,615 
Total740,794 — 740,794 
Interest expense, net7
(12,620)5,097 (7,523)
Loss on debt extinguishment6
(76)— (76)
Other income, net554 — 554 
Loss before income taxes(15,333)5,097 (10,236)
Benefit for income taxes8
(4,144)1,147 (2,997)
Net loss$(11,189)$3,950 $(7,239)
Loss per common share$(0.35)$0.13 $(0.23)
Shares used in computing loss per common share31,549 — 31,549 

Note: Amounts above may not add due to rounding.
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Notes to Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures

1 Amounts represent contract revenues from acquired businesses that were not owned for the full period in both the current and comparable prior periods, including any contract revenues from storm restoration services for these acquired businesses.
2 Due to the change in the Company’s fiscal year end, the Company’s fiscal 2018 six month transition period consisted of Q1 2018 and Q2 2018. Amounts provided for the Four Quarters Ended January 27, 2018 represent the aggregate of Q3 2017, Q4 2017, Q1 2018, and Q2 2018, and amounts provided for the Four Quarters Ended January 28, 2017 represent the aggregate of Q3 2016, Q4 2016, Q1 2017, and Q2 2017, for comparative purposes to other twelve month periods presented.
3 The Company has a 52/53 week fiscal year. All four-quarter periods presented contain 52 weeks except for those that include the quarters ended January 30, 2021 and July 30, 2016, which contained an additional week of operations.
The Non-GAAP adjustment for the additional week of operations for the quarter ended January 30, 2021 is calculated as (i) contract revenues less (ii) contract revenues from storm restoration services (iii) divided by 14 weeks.
The Non-GAAP adjustment for the additional week of operations is calculated independently for each four-quarter period presented that includes the quarter ended July 30, 2016. The impact of the additional week of operations for the quarter ended July 30, 2016 is calculated as (i) contract revenues less (ii) contract revenues from acquired businesses in each comparative period (iii) divided by 14 weeks.
4 Top 5 Customers included Comcast, AT&T, Verizon, Lumen (formerly known as CenturyLink, Inc.), and Windstream for the quarters ended January 30, 2021 and January 25, 2020.
5 During the quarter ended January 30, 2021 the Company incurred a $2.3 million pre-tax charge for a wage and hour litigation settlement. Of the $2.3 million pre-tax charge, $2.1 million and $0.2 million were included in costs of earned revenues and general and administrative expenses, respectively.
6 During the quarter ended January 25, 2020, the Company purchased $25.0 million aggregate principal amount of 0.75% Convertible Senior Notes due September 2021 (the “Notes”) for $24.3 million, including interest and fees. The purchase price was allocated between the debt and equity components of the Notes. Based on the net carrying amount of the Notes, the Company recognized a net loss on debt extinguishment of $0.1 million after the write-off of associated debt issuance costs. The Company also recognized the equity component of the settlement of the Notes.
7 Non-GAAP Adjusted Interest expense, net excludes the non-cash amortization of the debt discount associated with the Notes.
8 Non-GAAP Adjusted Provision for income taxes reflects the tax related impact of all pre-tax adjustments as well as the tax effects of the vesting and exercise of share-based awards. For the quarters ended January 30, 2021 and January 25, 2020 the provision for income taxes includes $0.3 million of income tax benefit and $0.3 million of income tax expense, respectively, for the vesting and exercise of share-based awards.









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