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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000947871-03-001341.txt : 20030603
<SEC-HEADER>0000947871-03-001341.hdr.sgml : 20030603
<ACCEPTANCE-DATETIME>20030602183431
ACCESSION NUMBER:		0000947871-03-001341
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030602
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20030603

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DYCOM INDUSTRIES INC
		CENTRAL INDEX KEY:			0000067215
		STANDARD INDUSTRIAL CLASSIFICATION:	WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623]
		IRS NUMBER:				591277135
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0729

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10613
		FILM NUMBER:		03728940

	BUSINESS ADDRESS:	
		STREET 1:		4440 PGA BLVD. STE 500
		STREET 2:		FIRST UNION CENTER
		CITY:			PALM BEACH GARDENS
		STATE:			FL
		ZIP:			33410
		BUSINESS PHONE:		5616277171

	MAIL ADDRESS:	
		STREET 1:		4440 PGA BLVD STE 500
		STREET 2:		FIRST UNION CENTER
		CITY:			PALM BEACH GARDENS
		STATE:			FL
		ZIP:			33410

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MOBILE HOME DYNAMICS INC
		DATE OF NAME CHANGE:	19820302
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k_060203.txt
<DESCRIPTION>CURRENT REPORT FOR DYCOM INDUSTRIES, INC.
<TEXT>



                       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): June 2, 2003


                             Dycom Industries, Inc.
             (Exact name of Registrant as specified in its charter)


           Florida                      0-5423                   59-1277135
(State or other jurisdiction         (Commission              (I.R.S. Employer
      of incorporation)              File Number)           Identification No.)


4440 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida              33410
        (Address of principal executive offices)                      (Zip Code)


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


                             Exhibit Index on Page 3

<PAGE>


Item 7. FINANCIAL STATEMENTS AND EXHIBITS


        Exhibit
         Number      Description
         ------      -----------

          99.1       Press release of Dycom Industries, Inc. dated June 2, 2003,
                     reporting its financial results for the third quarter ended
                     April 26, 2003.

Item 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO
        ITEM 12. "DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL
        CONDITION")

                 In a press release dated June 2, 2003, which is attached as
        Exhibit 99.1 and incorporated herein by reference, the Company
        announced its financial results for the quarter ended April 26, 2003 and
        issued guidance with respect to expected financial results for the
        fourth quarter of fiscal 2003 and the first quarter of fiscal 2004.

                 In accordance with the procedural guidance in Securities and
        Exchange Release No. 33-8216, the information in this Form 8-K and the
        exhibit attached hereto is being furnished under "Item 9. Regulation FD
        Disclosure" rather than under "Item 12. Disclosure of Results of
        Operations and Financial Condition." The information in this Form 8-K
        and the exhibits attached hereto shall not be deemed "filed" for
        purposes of Section 18 of the Securities Exchange Act of 1934, and
        shall not be incorporated by reference into any filing of Dycom
        Industries, Inc. under the Securities Act of 1933 except as shall be
        expressly set forth by specific reference in such filing.




                                       2
<PAGE>



                                  EXHIBIT INDEX


Exhibit No                          Description
- ----------                          -----------

   99.1        Press release of Dycom Industries, Inc. issued on June 2, 2003.






                                       3

<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                              DYCOM INDUSTRIES, INC.


Date: June 2, 2003                            By: /s/ Steven Nielsen
                                                 -----------------------
                                                  Name: Steven Nielsen
                                                  Title: President and
                                                         Chief Executive Officer






                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ex99-1tof8k_060203.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                          [Dycom Industries, Inc. logo]
                                  [letterhead]

                              N E W S R E L E A S E

FOR IMMEDIATE RELEASE    Contact: Steven E. Nielsen, President and CEO
- ---------------------             Richard L. Dunn, Senior Vice President and CFO
                                  (561) 627-7171

Palm Beach Gardens, Florida                                         June 2, 2003


         DYCOM ANNOUNCES FISCAL 2003 THIRD QUARTER RESULTS AND PROVIDES
                    GUIDANCE FOR THE NEXT TWO FISCAL QUARTERS


Palm Beach Gardens, Florida, June 2, 2003--Dycom Industries, Inc. (NYSE Symbol:
"DY") announced its results today for the third quarter ended April 26, 2003.
The Company reported net income for the quarter ended April 26, 2003 of $2.8
million, or $0.06 per common share diluted, on total contract revenues of $139.7
million versus contract revenues of $169.8 million for the quarter ended April
27, 2002. This represents a year over year decrease of 17.7% in total contract
revenues. On a generally accepted accounting principles (GAAP) basis, Dycom's
reported net income for the quarter ended April 27, 2002 was $7.7 million, or
$0.17 per common share. Earnings per common share for the period ending April
27, 2002, excluding a nonrecurring gain of $0.02 per common share due to the
settlement of a federal employment tax issue relating to prior years, was $0.15
per common share.

For the nine months ended April 26, 2003 net income was $5.8 million, or $0.12
per common share. On a generally accepted accounting principles (GAAP) basis,
Dycom's reported net loss for the nine months ended April 27, 2002 was $66.2
million, or $1.50 per common share. Net income for the nine-month period ending
April 27, 2002, excluding a nonrecurring gain of $0.02 per common share due to
the settlement of a federal employment tax issue relating to prior years and the
$1.97 per common share charge for the cumulative effect of the adoption of SFAS
No.142 relating to the accounting for goodwill and other intangible assets, was
$19.8 million, or $0.45 per common share.

In evaluating the operating performance of its business for the three and nine
month periods ended April 27, 2002, Dycom's management excluded certain gains
and charges that are required by GAAP. The Company believes that presentation of
net income and earnings per share excluding these items is beneficial to
investors due to their unusual nature. Please see attached table for
reconciliation of these financial measures to GAAP.

Dycom also announced its outlook for the remainder of fiscal 2003 and the first
quarter of fiscal 2004. The Company currently expects revenue for the fourth
quarter of fiscal 2003 to range from $150.0 million to $165.0 million and
earnings per share to range from $0.15 to $0.20. For the first quarter of fiscal
2004, the Company currently expects revenue to range from $150.0 million to
$165.0 million and earnings per share to range from $0.16 to $0.21.

A Tele-Conference call to review the Company's results and address its outlook
will be hosted at 9:00 a.m. (ET), Tuesday, June 3, 2003; Call 888-273-9890
(United States) or 612-332-0228 (International) and request "Dycom

<PAGE>

Earnings" conference call. A live webcast of the conference call will be
available at http://www.dycomind.com. If you are unable to attend the conference
call at the scheduled time, a replay of the live webcast will also be available
at http://www.dycomind.com until Thursday, July 3, 2003.

Dycom is a leading provider of engineering, construction, and maintenance
services to telecommunication providers throughout the United States.
Additionally, the Company provides similar services related to the installation
of integrated voice, data, and video local and wide area networks within office
buildings and similar structures. Dycom also provides underground utility
locating and mapping and electric utility construction services.

This press release contains forward-looking statements as contemplated by the
1995 Private Securities Litigation Reform Act. Such statements include, but are
not limited to, the Company's expectations for revenues and earnings per share.
These statements are based on management's current expectations, estimates and
projections. Forward-looking statements are subject to risks and uncertainties
that may cause actual results in the future to differ materially from the
results projected or implied in any forward-looking statements contained in this
press release. Such risks and uncertainties include: business and economic
conditions in the telecommunications industry affecting our customers, continued
deterioration in our customers' financial condition, the adequacy of our
reserves and allowances for doubtful accounts, whether the carrying value of our
assets may be impaired, the anticipated outcome of contingent events, including
litigation, liquidity needs and the availability of financing, as well as other
risks detailed in our filings with the Securities and Exchange Commission. The
Company undertakes no obligation to update the information in this press
release.


                               ---Tables Follow---

<PAGE>

NYSE: "DY"

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
April 26, 2003 and July 27, 2002
Unaudited

                                                           April 26,    July 27,
($ in 000's)                                                  2003        2002
                                                           ---------    --------

ASSETS
Current Assets:
Cash and equivalents                                       $118,032     $116,052
Accounts receivable, net                                    105,289       86,443
Costs & estimated earnings in excess of billings             30,986       33,349
Deferred tax assets, net                                      7,908        8,681
Income tax receivable                                         7,297          460
Inventories                                                   2,766        5,643
Other current assets                                          7,599        6,108
                                                           --------     --------

Total current assets                                        279,877      256,736

Property and Equipment, net                                  91,753      110,452
Intangible assets, net                                      107,413      107,743
Deferred tax asset, net                                       6,693       13,042
Other                                                        30,568       26,580
                                                           --------     --------

Total                                                      $516,304     $514,553
                                                           ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable                                           $ 25,706     $ 26,611
Notes payable                                                    14           79
Billings in excess of costs & estimated earnings              1,108          354
Accrued self-insurance claims                                 9,561        8,463
Customer advances                                                85        5,013
Other accrued liabilities                                    28,803       30,031
                                                           --------     --------

Total current liabilities                                    65,277       70,551

Notes payable                                                    23           30
Accrued self-insured claims                                  12,034       10,814
Other liabilities                                             1,617        1,861

Stockholders' Equity                                        437,353      431,297
                                                           --------     --------

Total                                                      $516,304     $514,553
                                                           ========     ========



<PAGE>


NYSE: "DY"

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

<TABLE>
<CAPTION>
($ in 000's except EPS)                           Three Months Ended          Nine Months Ended
                                                ----------------------     -----------------------
                                                April 26,    April 27,     April 26,     April 27,
                                                   2003        2002          2003         2002
                                                ---------    ---------     ---------    ----------


<S>                                             <C>          <C>           <C>          <C>
Contract revenues earned                        $ 139,666    $ 169,752     $ 435,300    $ 475,849

Cost of earned revenues                           109,266      127,018       344,204      363,963
General & administrative expenses                  17,772       20,019        53,496       51,362
Depreciation & amortization                         8,885       10,208        30,175       27,930
                                                ---------    ---------     ---------    ---------

Total costs and expenses                          135,923      157,245       427,875      443,255
                                                ---------    ---------     ---------    ---------

Interest income, net                                  345          505           991        2,111
Other income, net                                     646          578         2,349        1,373
                                                ---------    ---------     ---------    ---------

Income before income taxes                          4,734       13,590        10,765       36,078

Provision for income taxes                          1,950        5,878         4,977       15,332
                                                ---------    ---------     ---------    ---------

Income before cumulative effect of
 change in accounting principle                     2,784        7,712         5,788       20,746

Cumulative effect of change in accounting
 principle, net of tax (1)
                                                     --           --            --        (86,929)
                                                ---------    ---------     ---------    ---------

Net income (loss)                               $   2,784    $   7,712     $   5,788    $ (66,183)
                                                =========    =========     =========    =========

Earnings (loss) per common share:
Basic earnings per share before cumulative
 effect of change in accounting principle       $    0.06    $    0.17     $    0.12    $    0.47
Cumulative effect of change in accounting
 principle                                           --           --            --          (1.97)
                                                ---------    ---------     ---------    ---------
Basic earnings (loss) per share                 $    0.06    $    0.17     $    0.12    $   (1.50)
                                                =========    =========     =========    =========

Diluted earnings per share before cumulative
 effect of change in accounting principle       $    0.06    $    0.17     $    0.12    $    0.47
Cumulative effect of change in accounting
 principle                                           --           --            --          (1.97)
                                                ---------    ---------     ---------    ---------
Diluted earnings (loss) per share               $    0.06    $    0.17     $    0.12    $   (1.50)
                                                =========    =========     =========    =========

Shares used in computing earnings (loss)
 per common share:
   Basic                                           47,872       46,472        47,868       44,115
                                                =========    =========     =========    =========

   Diluted                                         47,873       46,601        47,871       44,237
                                                =========    =========     =========    =========
</TABLE>




(1)   In the first quarter fiscal 2002, the Company adopted SFAS No. 142,
      "Goodwill and Intangible Assets." SFAS No. 142 eliminates the amortization
      of goodwill and instead requires that goodwill be tested for impairment.
      Because we adopted these statements effective with the beginning of fiscal
      2002, we do not have goodwill amortization in either year.


<PAGE>


NYSE: "DY"

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

<TABLE>
<CAPTION>
($ in 000's except EPS)                           Three Months Ended           Nine Months Ended
                                                ----------------------      -----------------------
                                                 April 26,    April 27,      April 26,    April 27,
                                                   2003         2002            2003        2002
                                                --------      --------      ---------     ---------
Item
<S>                                             <C>           <C>           <C>           <C>
Gain on employment tax settlement               $      -      $  1,585      $       -     $   1,585
Income tax on gain                                                (686)                        (686)
Charge for the cumulative effect of a change
  in accounting principle, net of $12,117
  income tax benefit                                   -             -              -       (86,929)
                                                --------      --------      ---------     ---------
      Total adjustments                         $      -      $    899      $       -     $ (86,030)
                                                ========      ========      =========     =========
GAAP net income (loss)                          $  2,784      $  7,712      $   5,788     $ (66,183)
Adjusted for items above                               -          (899)             -        86,030
                                                --------      --------      ---------     ---------
Non GAAP net income                             $  2,784      $  6,813      $   5,788     $  19,847
                                                ========      ========      =========     =========

Earnings (loss) per common share:

Basic earnings per share - GAAP                 $   0.06      $   0.17      $    0.12     $   (1.50)
Basic earnings per share - Adjustments                 -         (0.02)          -             1.95
                                                --------      --------      ---------     ---------
Basic earnings per share - Non GAAP             $   0.06      $   0.15      $    0.12     $    0.45
                                                ========      ========      =========     =========


Diluted earnings per share - GAAP               $   0.06      $   0.17      $    0.12     $   (1.50)
Diluted earnings per share - Adjustments               -         (0.02)          -             1.95
                                                --------      --------      ---------     ---------
Diluted earnings per share - Non GAAP           $   0.06      $   0.15      $    0.12     $    0.45
                                                ========      ========      =========     =========

Shares used in computing earnings (loss)
 per common share:
   Basic                                          47,872        46,472         47,868        44,115
                                                ========      ========      =========     =========
   Diluted                                        47,873        46,601         47,871        44,237
                                                ========      ========      =========     =========
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
