Item 7.01 Regulation FD Disclosure.
On November 23, 2021, Dycom Industries, Inc. (the "Company") held a webcast and
conference call to review its fiscal 2022 third quarter results and provide
forward guidance. A copy of the transcript is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The transcript contains the financial measures of Non-GAAP Adjusted EBITDA,
Non-GAAP Adjusted Net Income, Non-GAAP Adjusted Diluted Earnings per Common
Share and certain amounts relating to organic contract revenue, which are
Non-GAAP financial measures within the meaning of Regulation G promulgated by
the Securities and Exchange Commission. Non-GAAP Adjusted EBITDA, defined by the
Company as earnings before interest, taxes, depreciation and amortization, gain
on sale of fixed assets, stock-based compensation expense, and certain
non-recurring items, is not a recognized term under GAAP and does not purport to
be an alternative to net income, operating cash flows, or a measure of earnings.
Non-GAAP Adjusted Net Income is not a recognized term under GAAP and does not
purport to be an alternative to GAAP net income. Non-GAAP Adjusted Diluted
Earnings per Common Share is not a recognized term under GAAP and does not
purport to be an alternative to GAAP diluted earnings per common share. Organic
contract revenue is not a recognized term under GAAP and does not purport to be
an alternative to GAAP contract revenue. Because all companies do not use
identical calculations, the presentation of these Non-GAAP financial measures
may not be comparable to other similarly titled measures of other companies. The
Company believes these Non-GAAP financial measures provide 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. A reconciliation of these Non-GAAP financial measures to the most
directly comparable GAAP measures is provided in the conference call materials
referred to on the webcast and conference call, a copy of which has been
furnished as Exhibit 99.1 to the Company's Form 8-K previously filed with the
Securities and Exchange Commission on November 23, 2021.
The information in the preceding paragraphs, as well as Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of 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 if
such subsequent filing specifically references this Current Report on Form 8-K.
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Forward Looking Statements
The transcript of Dycom Industries, Inc.'s webcast and conference call held on
November 23, 2021 (the "Transcript") included in this Current Report on Form 8-K
contains forward-looking statements as contemplated by the 1995 Private
Securities Litigation Reform Act. 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 duration and severity of a pandemic caused by COVID-19, our ability
to comply with various COVID-19 legal and contractual requirements and the
impacts that those requirements may have on our workforce and our ability to
perform our work, vaccination rates in the areas where we operate, any worsening
of the pandemic caused by increasing infection rates triggered by new variants,
future economic conditions and trends including the potential impacts of an
inflationary economic environment, customer capital budgets and spending
priorities, the availability and cost of materials, equipment and labor
necessary to perform our work, 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, 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. 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.
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Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
99.1 Transcript of Dycom Industries, Inc.'s webcast and conference call held on
N ovember 23 , 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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