EX-99.3 4 dyfy2020q2non-gaapreconcil.htm EXHIBIT 99.3
Exhibit 99.3
Dycom Industries, Inc.
Non-GAAP Reconciliations
Q2 2020

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 also reports 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 provides information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period reported with the Company’s performance in prior periods. The Company cautions that Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Management defines the Non-GAAP financial measures used in this release as follows:

• | Non-GAAP Organic Contract Revenues - contract revenues from businesses that are included for the entire period in both the current and prior year periods, excluding contract revenues from storm restoration services. Non-GAAP Organic Contract Revenue growth (decline) is calculated as the percentage change in Non-GAAP Organic Contract Revenues over those of the comparable prior year 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 (loss) 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 (loss) 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.

• | 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 hedge in effect to offset the economic dilution of additional shares that would be issued in connection with the conversion of the Company’s 0.75% convertible senior notes due September 2021 (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 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 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 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.

• | Non-cash charge for accounts receivable and contract assets - During the quarter ended January 26, 2019, the Company recognized a pre-tax non-cash charge for accounts receivable and contract assets of $17.2 million related to balances owed from a customer. On February 25, 2019, this customer filed a voluntary petition for reorganization. The Company excludes the impact of this non-cash charge for accounts receivable and contract assets from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results or ongoing operations.

• | Impact on stock-based compensation expense from non-cash charge for accounts receivable and contract assets - The Company excludes the impact on stock-based compensation expense from the non-cash charge for accounts receivable and contract assets from its Non-GAAP financial measures because the Company believes it is not indicative of its underlying results or ongoing operations.

• | Recovery of previously reserved accounts receivable and contract assets - During the quarter ended April 27, 2019, the Company recognized $10.3 million of pre-tax income from the recovery of previously reserved accounts receivable and

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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.

• | Q1-20 charge for warranty costs - During the quarter ended April 27, 2019, the Company recorded an $8.2 million pre-tax charge 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.

• | 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 impact of previous tax year filing - During the quarter ended July 27, 2019, the Company recognized an income tax expense of $1.1 million on a previous tax year filing. The Company has excluded 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 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 |  | Non-GAAP - Organic Revenues |  | Growth (Decline)%
Quarter Ended |  |  |  |  |  | GAAP % |  | Non-GAAP - Organic %
July 27, 2019 |  | $ | 884.2 |  |  | $ | — |  |  | $ | — |  |  | $ | 884.2 |  |  | 10.6 | % |  | 11.1 | %
July 28, 2018 |  | $ | 799.5 |  |  | $ | — |  |  | $ | (3.8 | ) |  | $ | 795.7 |  |  |  |  |
April 27, 2019 |  | $ | 833.7 |  |  | $ | (6.1 | ) |  | $ | (4.7 | ) |  | $ | 822.9 |  |  | 14.0 | % |  | 15.8 | %
April 28, 2018 |  | $ | 731.4 |  |  | $ | (5.8 | ) |  | $ | (14.8 | ) |  | $ | 710.7 |  |  |  |  |
January 26, 2019 |  | $ | 748.6 |  |  | $ | (5.9 | ) |  | $ | (20.4 | ) |  | $ | 722.3 |  |  | 14.3 | % |  | 13.7 | %
January 27, 2018 |  | $ | 655.1 |  |  | $ | — |  |  | $ | (19.8 | ) |  | $ | 635.3 |  |  |  |  |
October 27, 2018 |  | $ | 848.2 |  |  | $ | (8.8 | ) |  | $ | (3.9 | ) |  | $ | 835.6 |  |  | 12.2 | % |  | 12.9 | %
October 28, 2017 |  | $ | 756.2 |  |  | $ | — |  |  | $ | (15.9 | ) |  | $ | 740.3 |  |  |  |  |
July 28, 2018 |  | $ | 799.5 |  |  | $ | (9.1 | ) |  | $ | (3.8 | ) |  | $ | 786.6 |  |  | 2.5 | % |  | 0.8 | %
July 29, 2017 |  | $ | 780.2 |  |  | $ | — |  |  | $ | — |  |  | $ | 780.2 |  |  |  |  |
April 28, 2018 |  | $ | 731.4 |  |  | $ | (15.4 | ) |  | $ | (14.8 | ) |  | $ | 701.1 |  |  | (7.0 | )% |  | (10.0 | )%
April 29, 2017 |  | $ | 786.3 |  |  | $ | (7.1 | ) |  | $ | — |  |  | $ | 779.2 |  |  |  |  |
January 27, 2018 |  | $ | 655.1 |  |  | $ | (8.4 | ) |  | $ | (19.6 | ) |  | $ | 627.1 |  |  | (6.6 | )% |  | (10.6 | )%
January 28, 2017 |  | $ | 701.1 |  |  | $ | — |  |  | $ | — |  |  | $ | 701.1 |  |  |  |  |
October 28, 2017 |  | $ | 756.2 |  |  | $ | (8.6 | ) |  | $ | (15.5 | ) |  | $ | 732.1 |  |  | (5.4 | )% |  | (8.4 | )%
October 29, 2016 |  | $ | 799.2 |  |  | $ | — |  |  | $ | — |  |  | $ | 799.2 |  |  |  |  |

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 Organic Contract Revenues - Certain Customers
Unaudited
(Dollars in millions)
|  | Contract Revenues - GAAP |  | Revenues from acquired businesses1 |  | Revenues from storm restoration services |  | Non-GAAP - Organic Revenues |  | Growth (Decline)%
Quarter Ended |  |  |  |  |  | GAAP % |  | Non-GAAP - Organic %
Verizon
July 27, 2019 |  | $ | 205.0 |  |  | $ | — |  |  | $ | — |  |  | $ | 205.0 |  |  | 39.1 | % |  | 39.1 | %
July 28, 2018 |  | $ | 147.3 |  |  | $ | — |  |  | $ | — |  |  | $ | 147.3 |  |  |  |  |
AT&T
July 27, 2019 |  | $ | 183.3 |  |  | $ | — |  |  | $ | — |  |  | $ | 183.3 |  |  | 10.9 | % |  | 13.5 | %
July 28, 2018 |  | $ | 165.2 |  |  | $ | — |  |  | $ | (3.8 | ) |  | $ | 161.5 |  |  |  |  |
CenturyLink
July 27, 2019 |  | $ | 138.7 |  |  | $ | — |  |  | $ | — |  |  | $ | 138.7 |  |  | 29.0 | % |  | 29.0 | %
July 28, 2018 |  | $ | 107.6 |  |  | $ | — |  |  | $ | — |  |  | $ | 107.6 |  |  |  |  |
Windstream
July 27, 2019 |  | $ | 34.7 |  |  | $ | — |  |  | $ | — |  |  | $ | 34.7 |  |  | 20.7 | % |  | 20.7 | %
July 28, 2018 |  | $ | 28.8 |  |  | $ | — |  |  | $ | — |  |  | $ | 28.8 |  |  |  |  |
Top 5 Customers2
July 27, 2019 |  | $ | 694.8 |  |  | $ | — |  |  | $ | — |  |  | $ | 694.8 |  |  | 12.1 | % |  | 12.7 | %
July 28, 2018 |  | $ | 620.0 |  |  | $ | — |  |  | $ | (3.8 | ) |  | $ | 616.3 |  |  |  |  |
All Other Customers (excluding Top 5 Customers)
July 27, 2019 |  | $ | 189.4 |  |  | $ | — |  |  | $ | — |  |  | $ | 189.4 |  |  | 5.5 | % |  | 5.5 | %
July 28, 2018 |  | $ | 179.4 |  |  | $ | — |  |  | $ | — |  |  | $ | 179.4 |  |  |  |  |

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
| July 27, 2019 |  | July 28, 2018
Net income | $ | 29,896 |  |  | $ | 29,900 |
Interest expense, net | 12,878 |  |  | 10,446 |
Provision for income taxes | 12,710 |  |  | 11,544 |
Depreciation and amortization | 47,244 |  |  | 44,805 |
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”) | 102,728 |  |  | 96,695 |
Gain on sale of fixed assets | (4,806 | ) |  | (4,909 | )
Stock-based compensation expense | 2,277 |  |  | 6,048 |
Non-GAAP Adjusted EBITDA | $ | 100,199 |  |  | $ | 97,834 |
Contract revenues | $ | 884,221 |  |  | $ | 799,470 |
Non-GAAP Adjusted EBITDA % of contract revenues | 11.3 | % |  | 12.2 | %
Comparable Prior Periods for Q3 2020 and Q4 2020 Outlook: | Quarter Ended
| October 27, 2018 |  | January 26, 2019
Net income (loss) | $ | 27,830 |  |  | $ | (12,054 | )
Interest expense, net | 11,310 |  |  | 12,447 |
Provision (benefit) for income taxes | 10,454 |  |  | (3,345 | )
Depreciation and amortization | 45,533 |  |  | 45,909 |
Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”) | 95,127 |  |  | 42,957 |
Gain on sale of fixed assets | (3,874 | ) |  | (2,192 | )
Stock-based compensation expense | 7,366 |  |  | 1,910 |
Non-cash charge for accounts receivable and contract assets | — |  |  | 17,157 |
Non-GAAP Adjusted EBITDA | $ | 98,619 |  |  | $ | 59,832 |
Contract revenues | $ | 848,237 |  |  | $ | 748,619 |
Non-GAAP Adjusted EBITDA % of contract revenues | 11.6 | % |  | 8.0 | %

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 Income and Non-GAAP Adjusted Diluted Earnings Per Share
Unaudited
(Dollars and shares in thousands, except per share amounts)
| Quarter Ended July 27, 2019
| GAAP |  | Reconciling Items |  | Non-GAAP Adjusted
Contract revenues | $ | 884,221 |  |  | $ | — |  |  | $ | 884,221 |
Costs of earned revenues, excluding depreciation and amortization | 720,382 |  |  | — |  |  | 720,382 |
General and administrative | 65,117 |  |  | — |  |  | 65,117 |
Depreciation and amortization | 47,244 |  |  | — |  |  | 47,244 |
Total | 832,743 |  |  | — |  |  | 832,743 |
Interest expense, net3 | (12,878 | ) |  | 5,015 |  |  | (7,863 | )
Other income, net | 4,006 |  |  | — |  |  | 4,006 |
Income before income taxes | 42,606 |  |  | 5,015 |  |  | 47,621 |
Provision for income taxes4,5 | 12,710 |  |  | 287 |  |  | 12,997 |
Net income | $ | 29,896 |  |  | $ | 4,728 |  |  | $ | 34,624 |
Diluted earnings per common share | $ | 0.94 |  |  | $ | 0.15 |  |  | $ | 1.09 |
Shares used in computing diluted earnings per common share | 31,820 |  |  | — |  |  | 31,820 |
| Quarter Ended July 28, 2018
| GAAP |  | Reconciling Items |  | Non-GAAP Adjusted
Contract revenues | $ | 799,470 |  |  | $ | — |  |  | $ | 799,470 |
Costs of earned revenues, excluding depreciation and amortization | 642,376 |  |  | — |  |  | 642,376 |
General and administrative | 64,555 |  |  | — |  |  | 64,555 |
Depreciation and amortization | 44,805 |  |  | — |  |  | 44,805 |
Total | 751,736 |  |  | — |  |  | 751,736 |
Interest expense, net3 | (10,446 | ) |  | 4,750 |  |  | (5,696 | )
Other income, net | 4,156 |  |  | — |  |  | 4,156 |
Income before income taxes | 41,444 |  |  | 4,750 |  |  | 46,194 |
Provision for income taxes4 | 11,544 |  |  | 1,314 |  |  | 12,858 |
Net income | $ | 29,900 |  |  | $ | 3,436 |  |  | $ | 33,336 |
Diluted earnings per common share | $ | 0.94 |  |  | $ | 0.11 |  |  | $ | 1.05 |
Shares used in computing diluted earnings per common share6 | 31,954 |  |  | (120 | ) |  | 31,834 |

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 Income and Non-GAAP Adjusted Diluted Earnings Per Share
Unaudited
(Dollars and shares in thousands, except per share amounts)
Comparable Prior Periods for Q3 2020 and Q4 2020 Outlook: | Quarter Ended October 27, 2018
| GAAP |  | Reconciling Items |  | Non-GAAP Adjusted
Contract revenues | $ | 848,237 |  |  | $ | — |  |  | $ | 848,237 |
Costs of earned revenues, excluding depreciation and amortization | 687,164 |  |  | — |  |  | 687,164 |
General and administrative | 68,763 |  |  | — |  |  | 68,763 |
Depreciation and amortization | 45,533 |  |  | — |  |  | 45,533 |
Total | 801,460 |  |  | — |  |  | 801,460 |
Interest expense, net3 | (11,310 | ) |  | 4,800 |  |  | (6,510 | )
Other income, net | 2,817 |  |  | — |  |  | 2,817 |
Income before income taxes | 38,284 |  |  | 4,800 |  |  | 43,084 |
Provision for income taxes4 | 10,454 |  |  | 1,321 |  |  | 11,775 |
Net income | $ | 27,830 |  |  | $ | 3,479 |  |  | $ | 31,309 |
Diluted earnings per common share | $ | 0.87 |  |  | $ | 0.11 |  |  | $ | 0.98 |
Shares used in computing diluted earnings per common share | 31,835 |  |  | — |  |  | 31,835 |
| Quarter Ended January 26, 2019
| GAAP |  | Reconciling Items |  | Non-GAAP Adjusted
Contract revenues | $ | 748,619 |  |  | $ | — |  |  | $ | 748,619 |
Costs of earned revenues, excluding depreciation and amortization | 633,279 |  |  | — |  |  | 633,279 |
General and administrative7 | 73,540 |  |  | (15,306 | ) |  | 58,234 |
Depreciation and amortization | 45,909 |  |  | — |  |  | 45,909 |
Total | 752,728 |  |  | (15,306 | ) |  | 737,422 |
Interest expense, net3 | (12,447 | ) |  | 4,881 |  |  | (7,566 | )
Other income, net | 1,157 |  |  | — |  |  | 1,157 |
(Loss) income before income taxes | (15,399 | ) |  | 20,187 |  |  | 4,788 |
(Benefit) provision for income taxes4 | (3,345 | ) |  | 4,886 |  |  | 1,541 |
Net (loss) income | $ | (12,054 | ) |  | $ | 15,301 |  |  | $ | 3,247 |
Diluted (loss) earnings per common share | $ | (0.38 | ) |  | $ | 0.49 |  |  | $ | 0.10 |
Shares used in computing diluted (loss) earnings per common share8 | 31,360 |  |  | 419 |  |  | 31,778 |

Note: Amounts above may not add due to rounding.
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Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Financial Measures
Outlook - Non-GAAP Adjusted Diluted Earnings Per Share
Unaudited
| Quarter Ending
| October 26, 2019
GAAP Diluted earnings per common share | $0.48 - $0.68 |
Adjustment: |
Addback of after-tax non-cash amortization of debt discount on Notes9 | 0.12 |
Non-GAAP Adjusted Diluted Earnings per Common Share | $0.60 - $0.80 |
Shares used in computing Non-GAAP Adjusted Diluted Earnings per Common Share (in millions) | 31.8 |

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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) Top 5 Customers included Verizon, AT&T, CenturyLink, Comcast and Windstream for the quarter ended July 27, 2019, compared to Comcast, AT&T, Verizon, CenturyLink and Charter for the quarter ended July 28, 2018.
3) Non-GAAP Adjusted Interest expense, net excludes the non-cash amortization of the debt discount associated with the Notes.
4) Non-GAAP Adjusted Provision (Benefit) for income taxes excludes the tax related impact of the non-cash amortization of the debt discount associated with the Notes as well as the tax effects of the vesting and exercise of share-based awards.
5) During the quarter ended July 27, 2019, the Company recognized an income tax expense of $1.1 million related to a previous year tax filing.
6) The Company has a hedge in effect to offset the economic dilution of additional shares that would be issued in connection with the conversion of the Notes up to an average quarterly share price of $130.43. Non-GAAP Adjusted Diluted Shares excludes the GAAP dilutive share effect of the Notes. See the Company’s Form 8-K previously filed with the Securities and Exchange Commission on September 28, 2015 for further information regarding the Notes and note hedge.
7) During the quarter ended January 26, 2019, the Company recognized a pre-tax non-cash charge for accounts receivable and contract assets of $17.2 million related to balances owed from a customer. On February 25, 2019, this customer filed a voluntary petition for reorganization. Partially offsetting this charge, the Company’s stock-based compensation expense was reduced by approximately $1.9 million for the quarter ended January 26, 2019 as a result of the pre-tax non-cash charge for accounts receivable and contract assets.
8) For the quarter ended January 26, 2019, GAAP diluted shares excludes 418,695 common stock equivalents related to share-based awards as their effect would be antidilutive. Non-GAAP Adjusted Diluted Shares includes the dilutive effect of these additional shares.
9) The Company expects to recognize approximately $5.1 million in pre-tax interest expense during the quarter ending October 26, 2019 for the non-cash amortization of the debt discount associated with the Notes.
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