Transcript of Dycom Industries, Inc. second quarter earnings conference call
that was held on Tuesday, February 19, 2002.




DYCOM INDUSTRIES, INC.
2002 Second Quarter Earnings Conference Call
February 19, 2002


SPEAKERS:                  Steven E. Nielsen, President and Chief Executive
                           Officer Marc R. Tiller, Esq., General Counsel and
                           Corporate Secretary Richard L. Dunn, Senior Vice
                           President and Chief Financial Officer

OPERATOR:                  Ladies and gentlemen, thank you for standing by.
                           Welcome to the Second Quarter Earnings Call. At this
                           time, all participant lines are in a listen-only
                           mode. Later there will be questions and answers;
                           instructions will be given at that time. If you
                           should require assistance during the call, please
                           press zero, then star. As a reminder, the call is
                           being recorded. I would now like to turn the call
                           over to the President and CEO, Mr. Steven Nielsen.
                           Please go ahead.

Nielsen:                   Thank you, Rita. Good morning, everyone. I'd like to
                           thank you for attending our Second Quarter Fiscal
                           2002 Dycom Earnings Conference Call. With me, we have
                           in attendance Marc Tiller, our General Counsel, and
                           Richard Dunn, our Chief Financial Officer. Now I will
                           turn the call over to Marc Tiller.


Tiller:                    Thanks, Steve. Statements made in the course of this
                           conference call that state the company's or
                           management's intentions, hopes, beliefs, expectations
                           or predictions of the future are forward-looking
                           statements. It is important to note that the
                           company's actual results could differ materially from
                           those projected in such forward-looking statements.
                           Additional information concerning factors that could
                           cause actual results to differ materially from those
                           in the forward-looking statements is contained from
                           time to time in the company's SEC filings, including
                           but not limited to, the company's report on Form 10K
                           for the year ended July 28, 2001, and the company's
                           reports on Form 10Q for the quarters ended January
                           27, 2001, April 28, 2001, and October 27, 2001.
                           Copies of these filings may be obtained by contacting
                           the company or the SEC. Steve.

Nielsen:                   Thanks, Marc. Yesterday we issued a press release
                           announcing our second quarter fiscal 2002 earnings.
                           Please note that for fiscal 2002, we adopted FAS 142,
                           which eliminates goodwill amortization. Consequently,
                           in order to insure accurate

DYCOM 2002 Second Quarter Earnings Conference Call                             1



                           comparisons, all references to prior periods are pro
                           forma, as if we had not amortized goodwill.

                           For the quarter ending January 26, 2002, total
                           contract revenues were $138.3 million versus $195.8
                           million in the year ago period, a decrease of 29
                           percent. Net income for the period was $5 million
                           versus $14.1 million in the year-ago period, a
                           decrease of 65 percent, while fully diluted earnings
                           per share were $.12 cents versus $.33 cents, also a
                           decrease of 64 percent.

                           Backlog at the end of the second quarter was $953.8
                           million versus $914.8 million at the end of the first
                           quarter, a sequential increase of $39 million. Of
                           this backlog, approximately $428.5 million is
                           expected to be completed in the next twelve months.
                           Our first quarter results continue to demonstrate the
                           prudent management of our business and our balance
                           sheet during a very challenging period for our
                           industry. During the quarter, we were able to
                           generate operating cash flow of over $29 million and
                           pre-cash flow after capital expenditures of over $25
                           million. Day sale outstanding decreased sequentially
                           four days from the first quarter to 75.2 days, and
                           our net cash position increased to $165.4 million at
                           the end of the quarter. Additionally, working capital
                           and our current and quick ratios all improved
                           sequentially. Total head count was reduced by
                           approximately 500 without taking any special charges.

                           During the quarter, we continued to experience the
                           effects of a slow overall economy, reduced capital
                           expenditures by telephone companies, and the relative
                           absence of a major cable operator from the
                           marketplace. Yet despite these factors, some industry
                           indicators have begun to stabilize or show potential
                           for slight improvement, particularly during the
                           latter half of calendar 2002.

                           First, the year-long slowing of economic activity
                           showed signs of moderating during the quarter. For
                           telephone companies, while capital expenditures by
                           customers continued at reduced levels, and budgets
                           were executed with less urgency, customers, with the
                           exception of those most heavily indebted, appear to
                           have stabilized their spending plans for 2002. For
                           cable operators, anticipated new projects began to
                           commence and in some instances, accelerate. A leading
                           cable operator indicated publicly its return to the
                           market for system upgrade services, and its intention
                           was evidenced through increased bidding
                           opportunities.

                           Additionally, a customer's uncertainty regarding
                           potential merger

DYCOM 2002 Second Quarter Earnings Conference Call                             2


                           alternatives, which had sharply impacted our first
                           quarter performance, moderated during the quarter,
                           resulting in increasing demand for our services.
                           While all of these factors point to a potentially
                           stabilizing environment, the quarter and the
                           near-term environment remain challenging.

                           To manage these challenges, we have continued several
                           initiatives to help offset pressures on operating
                           margins.

                           First, we have eliminated essentially all capital
                           expenditures going forward with two exceptions:
                           continued investments in information technology,
                           which will have direct impact on our costs, and
                           maintenance replacement of limited amounts of
                           equipment. Capital expenditures net of disposals were
                           just $3 1/2 million during the quarter. Generally,
                           our fleet of capital equipment is in good condition
                           and significantly reduced investment will have little
                           or no impact on operational expenses.

                           Second, we continue to sell idle assets as we reduced
                           field head count, and thirdly, we continue
                           significant reductions in general and administrative
                           expenses, to better align our administrative costs
                           with our near-term anticipated activity. While we
                           sincerely regret the adjustments to our employee head
                           count that we have made and will continue to make,
                           they are necessary to maintain our financial strength
                           and better position Dycom for the current
                           environment.

                           On a positive note, backlog was up sequentially from
                           the first quarter, yet we maintained a disciplined
                           approach to new business, only booking new work so
                           long as it meets our margin targets. In our industry,
                           during periods of reduced demand, it is extremely
                           important to avoid prolonging reduced margins through
                           low margin backlog.

                           During the quarter we received several new projects
                           and a significant number of contract extensions. For
                           BellSouth, extensions of our master contracts in
                           South National, Tennessee; Knoxville, Tennessee;
                           Chattanooga, Tennessee; Pikeville, Kentucky;
                           Birmingham, Alabama; and Montgomery, Alabama. For
                           Verizon, an extension of our Lexington, Kentucky
                           master contractor. For Qwest, an extension of our
                           Utah/Northern Arizona master contracts. And for
                           Citizens, extensions of our master contracts for West
                           Virginia and Tennessee. During the quarter, we also
                           received a contract from Charter for an upgrade of
                           Reno, Nevada, and from Insight, a contract for
                           engineering services in

DYCOM 2002 Second Quarter Earnings Conference Call                             3


                           Louisville, Kentucky. Finally, we also received new
                           locating contracts with Texas Utilities and
                           Philadelphia Electric Company.

                           As Dycom continued to respond to a challenging
                           environment this quarter, we amply demonstrated our
                           strengths. First and foremost, we continued to
                           maintain strong customer relationships throughout all
                           of our markets; we possess an unparalleled blue chip
                           customer base, which has minimized our credit risk
                           during a difficult economic period. Our experienced
                           management team successfully and significantly
                           reduced our work force, and cash increased by over
                           $25 million dollars, strengthening what was already
                           the most robust balance sheet in our industry. Day
                           sale outstanding increased sequentially in a time
                           when other industry participants have experienced
                           more pronounced working capital issues, and while our
                           pricing environment remains tight, we remain focused
                           on time-tested cost controls and productivity
                           improvements as we continually evaluate appropriate
                           staffing and capital equipment levels.

                           In these difficult economic times, we firmly believe
                           that Dycom's superior financial health will
                           increasingly allow us to differentiate ourselves from
                           our competitors in the eyes of our customers,
                           employees, and suppliers. Dycom's financial strength
                           is key to our belief that when growth opportunities
                           return to our industry, we will be the first and the
                           best positioned to take profitable advantage of them.
                           We believe that this advantage relative to other
                           industry participants becomes more pronounced every
                           day. After weighing all of the factors we have
                           discussed today, we have updated our forecast as
                           follows.

                           For the third quarter fiscal 2002, we anticipate
                           earnings per share of $.10 to $.15 cents on revenues
                           of $128 to $138 million. This outlook anticipates a
                           continued slow economy in the U.S., customer budget
                           pressures which only begin to moderate at the end of
                           the first calendar quarter of 2002, and a continued
                           return to the marketplace by a major cable operator.

                           Looking beyond the third quarter, we are not
                           currently in a position to provide specific guidance
                           for the fourth quarter fiscal 2002, as macro-economic
                           conditions, capital market volatility and customer
                           plans generally remain uncertain in the intermediate
                           term and have reduced visibility. That being said, we
                           have three observations as to what factors will be
                           important to track during the next 12 months.

DYCOM 2002 Second Quarter Earnings Conference Call                             4



                           For telephone companies, it appears that current
                           capital spending run rates are below those necessary
                           to ensure that their networks operate efficiently in
                           the intermediate and long term. To the extent that
                           reduced levels of activity are maintained through the
                           first calendar quarter of 2002, as we are observing
                           currently, we believe somewhat counter-intuitively
                           that this will ensure a more sustained rebound in the
                           second half of 2002, when necessary expenditures can
                           no longer be delayed.


                           For cable operators, final resolution of the
                           AT&T/Comcast merger is key. AT&T or its eventual
                           owners continues to have a significant backlog of
                           plant to upgrade. Interestingly, AT&T was 4.2 percent
                           of our revenue this quarter, an increase from 3.3
                           percent for the first quarter. And finally, recent
                           developments continue to indicate that substantial
                           competitive capacity may be less able to respond to
                           increased future customer demand, due to capital
                           constraints. This trend may accelerate. At this
                           point, I will turn to call over to Dick Dunn, our
                           CFO. Dick.


Dunn:                      Thanks, Steve. Before I begin with my review, let me
                           remind everyone that we have adopted FAS 142,
                           effective in the first quarter of this fiscal year
                           2002. In accordance with the provisions of this
                           statement, we have not recorded an amortization
                           charge for our goodwill balance during the current
                           year. In order to give you a true apples-to-apples
                           comparison, I will provide you with prior period
                           information on a pro forma basis, as if we had
                           adopted FAS 142 in last year's first quarter. With
                           that in mind, I will begin my overview of our
                           quarterly financial performance, starting with the
                           income statement.

                           Contract revenues for the current quarter were $138.3
                           million, which is down 29.4 percent from last year's
                           Q2 of $195.8 million. Revenues for the quarter on a
                           same-store basis were down 32.9 percent. Total
                           revenues for the six-month period ended January 26
                           declined 28.9 percent to $306.1 million, versus
                           fiscal year 2001 revenue of $430.5 million. Organic
                           revenue activity for the six-month period was down
                           33.9 percent. For the quarter, the top five customers
                           accounted for 53.8 percent of total revenues, versus
                           49.8 percent for the prior year second quarter.

                           For the six months ended January 26, sales to the top
                           five customers as a percent of the total were 53
                           percent versus 49 percent for the prior year. The top
                           five customers and their respective percentages for
                           Q2 of fiscal year 2002 and 2001 are as follows.

DYCOM 2002 Second Quarter Earnings Conference Call                             5



                           In Q2 fiscal year 2002, our top five customers are as
                           follows: BellSouth, 16.9 percent; Comcast, 15
                           percent; Adelphia, 11.1 percent, DirecTV, 6.1 percent
                           and Qwest, 4.7 percent. And turning to Q2 of fiscal
                           year 2001, the top five were as follows: BellSouth,
                           17.8 percent; Comcast, 12.2 percent; Qwest, 7.6
                           percent, Williams Communication 6.3 percent, and
                           Charter Communications 5.9 percent.

                           Net income for the second quarter was $5 million
                           versus $14.1 million in fiscal year 2001,
                           representing a decrease of 64.6 percent. Net income
                           for the six months ended January 26 decreased 64.3
                           percent to $13 million versus last year's $36.6
                           million. Fully diluted earnings for the quarter were
                           $.12 cents per share, a 63.3 percent decrease in last
                           year's $.33 cents per share results. CPS for the
                           six-month period ended January 26 decreased 64.7
                           percent to $.30 cents per share versus last year's
                           $.85 cents per share.

                           Operating margins for the second quarter declined 569
                           basis points, coming in at 5.51 percent, versus last
                           year's 11.2 percent. This decrease was due to a 197
                           basis point increase in cost of earned revenues, a
                           175 basis point increase in general and
                           administrative costs, and a 197 basis point increase
                           in depreciation and amortization. Operating margins
                           for the six-month period declined 679 basis points,
                           coming in at 6.56 percent, versus last year's 13.35
                           percent. This decrease was due to a 302 basis point
                           increase in cost of earned revenues, a 180 basis
                           point increase in general and administrative costs,
                           and a 197 basis point increase in depreciation and
                           amortization.

                           The effective tax rates for the quarter and six-month
                           periods were 42.7 percent and 42.0 percent,
                           respectively, versus 40.2 percent and 39.8 percent
                           respectively for the prior year's period. This
                           increase was primarily attributable to the mix of
                           income among our subs and the impact that had on our
                           state tax rate.

                           Net interest income for the quarter and six months
                           was $679,000 and $1.6 million respectively, versus
                           $1.1 million and $2.4 million for the prior year.
                           This decrease was primarily a result of declining
                           short-term interest rates, partially offset by
                           positive operating cash generation throughout the
                           period. The interest income is generated through
                           investments in high quality municipal and corporate
                           instruments.

                           For the quarter, our cash flow from operating
                           activities was $29.1 million. The primary components
                           of this cash flow were net

DYCOM 2002 Second Quarter Earnings Conference Call                             6


                           income of $5 million, depreciation and amortization
                           of $8.7 million, and reduction to working capital of
                           approximately $15.4 million. Offsetting the operating
                           cash flow for the quarter were investing and
                           financing activities of $3.7 million, primarily
                           consisting of net capital expenditures of $3.5
                           million. Cash and cash equivalent at the end of the
                           quarter were $173.3 million, up $25.4 million from
                           the prior quarter. During the quarter, net
                           receivables dropped from $106.7 million to $89.8
                           million, resulting in a DSO of 69.1 days versus 67.9
                           at the end of the first quarter, an increase of 1.2
                           days. Net unbilled revenue balances dropped from the
                           quarter from $39.8 million to $24.5 million,
                           resulting in a DSO of 16.1 days, a reduction of 5.4
                           days from Q1's figure of 21.5 days.

                           On a cumulative basis, the combined DSO for our trade
                           receivables and unbilled revenues decreased from 79.4
                           days to 75.2 days, a decrease of 4.2 days. At January
                           26, our accruals for our self-insured casualty
                           program increased to $14.4 million from $13.1 million
                           at October 27. Of the $14.4 million, $8.7 million
                           represents incurred but not reported claims, an
                           increase of $771,000 from the first quarter. Steve.

Nielsen:                   Thanks, Dick. On a final note, our tender offer for
                           Argus Communications is proceeding as expected. Now,
                           Rita, we will open the call for questions.

Chris Gutek, Morgan Stanley

Gutek:                     Thanks, good morning, guys.

Nielsen:                   Good morning, Chris.

Gudek:                     Steve, just a quick question to follow up on the
                           Argus situation. I guess we have a couple days before
                           the tender offer should expire and seems likely that
                           the deal will close then. Could you elaborate on, or
                           give us some sense on, what you guys have done and
                           what their management team has done to prepare for
                           the closure of this deal, in terms of any integration
                           risks over the next couple of months? Have there been
                           any plans put in place in advance of the closing?

Nielsen:                   Yeah, Chris, we've done all the normal integration
                           planning and we've been hard at it, ever since we
                           announced the deal. It's hard for us to go into a lot
                           of detail, given the fact that we're still in

DYCOM 2002 Second Quarter Earnings Conference Call                             7


                           registration for the tender offer. But we've been
                           hard at it.

Gudek:                     Okay, great. Switching gears, Steve, in your prepared
                           remarks you mentioned that it sounds as if AT&T
                           broadband has an increase in their cap ex, modestly,
                           and there are certainly expectations that if the
                           acquisition by Comcast closes, that would increase
                           more substantially. Could you elaborate just a bit
                           more on the comment that the cap ex has been
                           increasing here in the short term, what's driving
                           that and if you could quantify it? I know you did
                           mention the percent of your company's revenues, but
                           just a better sense for what they're up to?

Nielsen:                   I think you can think about it in a couple ways. One,
                           they've publicly announced that in certain of their
                           major markets that they plan on increasing their
                           spending this year significantly at a rate that I've
                           seen published at two to three times what they spent
                           in 2001. Now, that was a small base but that's still
                           a pretty significant increase. I think we're seeing
                           that both in renewed opportunities, where they're
                           beginning to start the process to hire contractors to
                           get work done, and also in a couple instances where
                           we have had projects that had been dramatically
                           slowed last year, we're seeing them come back to us
                           and tell us to plan to turn up the production rates
                           on those particular projects.

Gudek:                     Okay, very interesting. And then finally, if I could,
                           Steve, you also mentioned in your prepared remarks
                           about you then reducing SG&A expenses and reducing
                           head count further. Could you quantify the head count
                           reductions and also elaborate a bit more on other
                           SG&A reduction initiatives, and potentially how much
                           more costs could be cut if it is necessary?

Nielsen:                   At the end of the first quarter, Chris, we disclosed
                           that we had almost 5,969 employees. We finished the
                           second quarter with 5,445. So we're down about 500
                           employees. So we were able to manage that very
                           effectively. We're continuing to do what contractors
                           have to do in a slow environment, which is just make
                           sure that the G&A support staff matches the revenue
                           streams on a market by market, project by project
                           basis. And that's something that we're continuing to
                           do throughout the company every day.

Gudek:                     Okay.  Great.  Thanks, Steve.

DYCOM 2002 Second Quarter Earnings Conference Call                             8



Stacy Devine, Deutsche Bank

Devine:                    Just following up somewhat as far as some of the
                           margins and so forth. In the first quarter, you had
                           some issues with DirecTV on your margins. Was that
                           completely out of the picture in the second quarter
                           or was there still a little bit of that flowing into
                           the second quarter?

Nielsen:                   I think, Stacy, as we had talked about on the
                           November conference call, we still had some of that
                           impact trailing into the first half of this quarter.
                           But it performed as we had expected, and that impact
                           has reversed itself and we're looking to a more
                           stable relationship going forward.

Devine:                    So would you expect -- even though it sounds like
                           revenue is relatively flat sequentially to down --
                           that you might have a little bit of an uptick in
                           gross margin because you won't any of that DirecTV
                           impact in the third quarter?

Nielsen:                   I think when you model out our EPS guidance, Stacy,
                           that would be indicative given the kind of flat to
                           slightly down revenues that we'll see an uptick in
                           margins.

Devine:                    Okay. And on the activity from AT&T broadband, you
                           mentioned that it sounds like at least the bidding
                           has picked up and so forth. When do you expect that
                           activity to really start to ramp up?

Nielsen:                   I think it's probably, for our fourth quarter, which
                           would be kind of the latter part of calendar second
                           quarter, there's a lot of engineering work that needs
                           to be done, or engineering that was performed in
                           2000, has to be what the industry calls re-walked out
                           for changed conditions. And also they've got to build
                           up some material inventory to support it. But we're
                           seeing activity on the engineering side; we're seeing
                           or hearing reports of increased material ordering,
                           and we're seeing projects that were slowed almost to
                           a standstill have some interest from AT&T to get
                           those up and going again.

Devine:                    Okay. So it sounds like it's more fiscal '03 before
                           we really see that.

Nielsen:                   You know, we'd always like these things to happen
                           sooner rather than later, but I think for a sustained
                           push, I think it's going to take them that long to
                           get the machine running again. It's a big system,

DYCOM 2002 Second Quarter Earnings Conference Call                             9


                           a lot of moving pieces, and I think that's a
                           reasonable expectation.

Devine:                    Okay.  Thank you.

Ram Kasargod, Morgan Keegan

Kasargod:                  Steve, I've got several questions for you. The first
                           one, I'm curious when you gave your third quarter
                           guidance, which shows no pick-up from the second
                           quarter in spite of backlogs increasing modestly --
                           can you give us your thoughts on that? How
                           conservative are you being, or?

Nielsen:                   Well, I think there's a couple things going on, Ram.
                           One, the backlog increased particularly because of
                           the contract extensions that we had on several of our
                           master service agreements that we outlined in our
                           comments. And so what that speaks to is, obviously, a
                           reaffirmation of kind of our current term business,
                           because those are contracts that were expiring that
                           we have gotten renewed, but it also gives us
                           visibility out two, three, four years, depending on
                           the length of those extensions. So I think it helps
                           reinforce our current spend rate and indicates that
                           we'll have a good long-term outlook on those
                           contracts.

                           I think, secondly, we are certainly being
                           conservative in our views, given that while the
                           customers are beginning to stabilize their fiscal
                           2002 plans, it's still late for our industry,
                           generally, for customers to still be figuring that
                           out. And we just don't want to be getting ahead of
                           ourselves, anticipating more vigorous spending when
                           there is still some uncertainty out there.

Kasargod:                  Secondly, Steve, one of your peers reported last
                           week, kind of provided some guidance or thought
                           process, on what they see going forward. I think they
                           were looking for the electric utility maintenance
                           business to be strong for them from outsourcing. They
                           really thought the telecom cap ex markets were still
                           going to be down in the high single digits with CATV
                           being flat. Can you give us your thoughts? I'm
                           particularly curious about CATV because last week we
                           had several major cable companies report, and the
                           trend there seems to be mixed, with some cable
                           companies doing well, and then some cable companies
                           investors seem to be concerned about liquidity
                           issues. And since I don't follow cable service
                           providers as closely as I do telecom, I would like
                           your thoughts on that.

DYCOM 2002 Second Quarter Earnings Conference Call                            10



Nielsen:                   Yeah, I think there's definitely a mixed performance
                           with the cable operators. There are some that have
                           very ambitious plans for this year, and certainly
                           AT&T's portion, or dominant market position, is key.
                           You know, they represent about a third of the
                           [passings] in America and their spending can have a
                           significant impact on overall industry spending. I
                           think, on the telecom side, what we're seeing is run
                           rates, as best we can tell currently, that are at or
                           maybe slightly better than the fourth quarter --
                           calendar quarter -- of 2001, that are being
                           forecasted to continue for a period of time. So we're
                           not seeing any real marked deceleration. We're just
                           not seeing a re-acceleration, given full year 2001
                           run rates. The only exception that I would note there
                           is that the situation at Qwest, in particular, is
                           still somewhat fluid given their widely-known issues
                           with the commercial paper markets. So I think that's
                           probably the situation that's probably the most fluid
                           on the telecom side. But it appears like run rates
                           are settling in, you know, at rates that are not a
                           deceleration, for the most part, from the fourth
                           calendar quarter.

Kasargod:                  I have two more, if you don't mind, Steve. The one
                           before the last is, can you give us your thoughts on
                           some of these bills before Congress on the telecom
                           sector -- Tauzin Dingle, what it does for last-mile
                           spending and how you guys are going to play into
                           that?

Nielsen:                   Sure, I think, Ram, anything that happens that
                           effectively reduces the cost to capital for new
                           telecom build-outs or expansion of existing services
                           to wider markets is going to be good for the
                           business. I'm not specifically aware of all of the
                           bills there, but I know that several of them either
                           offer tax credits or rapidly accelerated depreciation
                           on new telecom build-outs. And certainly anything
                           that can re-ignite capital spending is going to be
                           good for our business.

Kasargod:                  And then finally, you know, you made some comments
                           about the Arguss merger, how it was going along. When
                           you announced that merger, you talked about the
                           synergies; hopefully it would be neutral to your
                           results this year and then accretive in your next
                           fiscal year. Can you give us an update on that based
                           upon further due diligence you might have done?
                           Number one, is there any more exposure at both
                           companies to emerging carriers or riskier
                           receivables? And then secondly, what happens to the
                           status of their Conceptronic manufacturing business?
                           Have any been decisions been made yet? And then when
                           do you hope to close that merger?

Nielsen:                   We'll start with the emerging carrier comment, Ram. I
                           think from

DYCOM 2002 Second Quarter Earnings Conference Call                            11



                           the Dycom perspective, if you look at the list of
                           customers that Dick provided as the top five, these
                           are all good, solid customers. They represent a
                           little bit over 50 percent of our business, and so I
                           don't think Dycom's risk profile has materially
                           changed at all this quarter. We're hesitant, Ram, to
                           give a lot of details about the status of the Argus
                           transaction because we are in registration and what
                           we plan to do is when we close that transaction --
                           which will hopefully be shortly -- we will certainly
                           have a call and provide our latest views at the time
                           of that call on where we see our forward numbers,
                           synergies, and what we'll do to look at Conceptronic.
                           But at this point, until we close it, we don't have
                           any new views that we can share with you.

Kasargod:                  Thanks a lot.

Greg Myrtle, Advantage Capital

Myrtle:                    Hi, Steve, how you guys doing?

Nielsen:                   Very good.

Myrtle:                    Just a quick question. Did you guys buy any stock
                           back this quarter and Q1 as well?

Nielsen:                   We did not buy any shares back in this quarter.
                           That's not something to do when you're in the midst
                           of a tender offer. And we did buy about $1.1 million
                           dollars worth of shares back in the first quarter.

Myrtle:                    Thank you very much.

Alex Rygell, Friedman Billings

Rygell:                    Good morning, Steve. Couple quick questions. Number
                           one, is Argus going to report their fourth quarter
                           results, and if so, when?

Nielsen:                   At this point, I think if you look at the
                           registration statement, they have not pulled together
                           their fourth quarter numbers, and so we don't have
                           any further information than what's in the
                           registration statement.

Rygell:                    Great. And with regards to your G&A in the quarter
                           improved nicely sequentially, can you provide us an
                           update as to what the

DYCOM 2002 Second Quarter Earnings Conference Call                            12



                           current run rate G&A expense is?

Nielsen:                   I think it's in line with what we reported for this
                           quarter, although that we had, at a couple of
                           subsidiaries, made further cuts in the January
                           period. So we would hope that we would continue to
                           have a downward bias until business picks up. We'll
                           be very happy when our G&A, in an absolute dollar
                           sense, starts to trend upwards, because that means
                           revenue will be going the other way, too.

Rygell:                    Sure. And one other question. With regards to the
                           contract extensions with BellSouth, Verizon and
                           Qwest, could you comment on the pricing trends on
                           those? I apologize if I missed your answer earlier.

Nielsen:                   Yeah. There were no negative trends whatsoever. They
                           were renewed at essentially flat to increasing
                           prices, so we do not incur any real negative
                           renegotiations in the quarter.

Rygell:                    Great. Thank you.

Eric Warren, Kaufman Brothers

Warren:                    Good morning.

Nielsen:                   Good morning.

Warren:                    Just a quick question on your IT spending, if you
                           could go into detail, exactly what you're doing -
                           financial or field work? And does Argus have the same
                           or similar systems?

Nielsen:                   What we have been doing is, we continue to go through
                           an upgrade process, subsidiary by subsidiary, on our
                           field accounting systems, with a primary focus on
                           improving their ability to manage their labor costs
                           and equipment costs. We went through an upgrade last
                           year of our Dycom Corporate Systems by implementing
                           Hyperion, which gives us excellent capabilities to
                           consolidate numbers and do analytics. And
                           furthermore, we've also introduced several
                           initiatives on our Dycom Corporate Internet site,
                           which allows us for timely requisition activities so
                           that we keep a real pulse on the cap ex spending and
                           disposals. So those are the areas that we're focused
                           on right now.

DYCOM 2002 Second Quarter Earnings Conference Call                            13



Warren:                    Okay. And Argus using similar systems or do you see
                           that continuing as you integrate the businesses?

Nielsen:                   Eric, once again, we can't comment specifically on
                           Argus given the status of the tender--

Warren:                    Okay.

Nielsen:                   But I can tell you this, that in all of our
                           operations, as we've taken ownership, we have put an
                           increased emphasis on job tracking and productivity
                           enhancements that we think we can get through the use
                           of IT, and I'll just leave it at that.

Warren:                    All right  Thank you.

Chris Gudek, Morgan Stanley

Gudek:                     Thanks. Dick, do you have the revenues broken out by
                           the four different segments, and would you also have
                           the same-store revenue growth by the segments for the
                           quarter?

Dunn:                      No, I don't have that, Chris, but I do have the
                           breakout of each category. For the quarter, we had
                           telecom came in at 40.7 percent; cable TV at 48.7,
                           utility locating at 8 percent, and electrical
                           installation at 2.6, versus last year, telecom at
                           52.4, cable at 41.2, utility at 4.5, and electrical
                           at 1.9.

Gudek:                     Okay.

Nielsen:                   I think what you'd see, Chris, overall -- Dick
                           disclosed that we had negative organic growth of
                           about, a little more than 30 percent. I think what
                           you'd find is the utility locating business grew year
                           over year on an absolute basis, so that obviously we
                           had some good growth there. And that the cable
                           business probably declined somewhat less than the
                           telecom spending.

Gudek:                     Okay. And Steve, a follow-up on your comments earlier
                           about a strong balance sheet. The company arguably is
                           over-capitalized. Are you -- in the context of
                           hopefully closing the Argus acquisition within a
                           couple days -- considering or open to the
                           considerations for additional decent-sized
                           acquisitions potentially through the payment of cash?
                           Or what is your thinking with the use of the cash on
                           the balance sheet?

DYCOM 2002 Second Quarter Earnings Conference Call                            14



Nielsen:                   I think, Chris, we have no specific plans other than
                           closing the Argus tender right now. I think generally
                           what we've said, you know, repeatedly over the past,
                           is that we look at that cash as an opportunity to
                           profitably respond to new growth opportunities that
                           other more strained companies may have difficulty
                           doing. And also, you know, we've always said we're
                           going to look at the external returns for the use of
                           that cash versus the share buy-back.

Gudek:                     And any interest in commenting on what price you'd be
                           interested in buying back stock more aggressively?

Nielsen:                   How many times have you had a company comment on that
                           one, Chris? Other than to say that we're continually
                           evaluating it versus the alternatives.

Gudek:                     Okay, fair enough.  Thanks, guys.

Nielsen:                   Thanks, Chris.

Toby Summer, Sun Trust

Summer:                    Good morning. Could you comment on some of the
                           factors that you listed going forward that'll impact
                           the business, specifically telecom and the run rate
                           for network maintenance if that extends itself out
                           another quarter or so, may imply a more sustained
                           rebound? What sort of metrics should we look at? Is
                           it, typically speaking, in the RBOC space, a
                           percentage of revenue that is typically spent on cap
                           ex?

Nielsen:                   That's certainly only proxy that you can look at. I
                           think the other more granular approach is to take a
                           look at where they're in trouble with state
                           regulatory commissions, where they're having trouble
                           meeting service requirements, average intervals for
                           them to clear out-of-service customers and all of
                           those things that tend to expand when they invest
                           less than kind of the long-term run rate in their
                           infrastructure.

Summer:                    And lastly, I had one follow-up question. Could you
                           go over the percentage of revenue for your top five
                           customers? I missed that.

Nielsen:                   Yeah.  Dick?

Dunn:                      Sure. For this quarter, it was BellSouth at 16.9;
                           Comcast 15

DYCOM 2002 Second Quarter Earnings Conference Call                            15


                           percent; Adelphia 11.1; DirecTV 6.1 and Qwest 4.7.
                           And for the comparable quarter last year it was
                           BellSouth at 17.8; Comcast at 12.2; Qwest at 7.6;
                           Williams Communications at 6.3 and Charter
                           Communications at 5.9.

Summer:                    Thank you.

Nielsen:                   Thank you.

Rom Kasargod, Morgan Keegan

Kasargod:                  Steve, I'm kind of curious to get your thoughts on
                           this, you being in this business a long time and
                           seeing all the different cycles come and go. You
                           know, the last couple of calls you're still being
                           very hesitant to go beyond one quarter in giving your
                           guidance. And right now, you're starting to say
                           things are stabilizing. When do you think you're
                           going to be in a position to start being more
                           specific about your growth outlook, or what you
                           believe will be a growth outlook for the company
                           going forward? I'm just curious to get your thoughts.
                           What are you waiting to see happen? I mean, are your
                           customers going to start increasing their cap ex
                           budgets, or?

Nielsen:                   I think on the telephone side, Ram, we always look at
                           the macro economy, with somewhat of a lag, so that
                           they don't respond to an immediate upturn but they
                           generally do with a lag. I think this is a year --
                           and this is just from experience, not based on
                           anything we're seeing now -- but this will be a year
                           where we should watch cap ex budgets and not
                           necessarily look for cap ex increases, but look for
                           disclosures where they've overspent budgets. I think
                           historically the pattern has been that there's a
                           transition period where customers overspend budgets,
                           then reflect that overspending in the next year's
                           budget. So I think that this normally would be a year
                           where we would look for that. And then clearly, it's
                           hard to underemphasize the role of AT&T. You can't
                           have a third of the cable business sitting on the
                           sideline and have any real strong visibility with
                           them there. So as they get off the sideline and get
                           back into procuring services, that certainly will
                           strengthen up trend lines and help provide
                           visibility.

Kasargod:                  The RBOC's, in reporting fourth quarter results,
                           have all talked about aggressively pushing DSL
                           deployment this year. And in fact, The Wall Street
                           Journal last week, on Monday, had a cover story on
                           SBC and them trying to hold the regulators hostage
                           before increasing their DSL deployment. Do you have
                           any thoughts on

DYCOM 2002 Second Quarter Earnings Conference Call                            16


                           that?

Nielsen:                   I mean, we continue to see some activity where there
                           is quite a bit of DSL activity ongoing, so I think we
                           see that in the marketplace, in line with what our
                           customers have disclosed. I mean, clearly -- and this
                           goes back to your prior question on the overall
                           political and regulatory environment -- there is some
                           desire on the path of our telephone company customers
                           to have more certainty that the money that they spend
                           for increasing bandwidth will earn them a return
                           similar to those that the cable operators can earn.
                           And anything that resolves that situation will
                           certainly accelerate their spending. I think the
                           other thing, on the cable side of the business, is
                           that we're beginning to see several new applications
                           that are being rolled out by our customers, all of
                           which are going to help their cash flows. And I think
                           anything that helps customer cash flow will enable
                           them to spend some more money. So I think that's also
                           a positive.

Kasargod:                  And then finally Steve, if you don't mind, could you
                           review what your cap ex budget is going to be for
                           this fiscal year? And then, has any cap ex budget
                           been set for '03 going forward?

Nielsen:                   You know, our budget this year, Ram -- and Dick, you
                           can get the exact numbers where we stand year to date
                           while I'm answering the question. We disclosed on the
                           last call that we were looking at $12 to $15 million.
                           I think that's still where we are able to bring the
                           budget in, maybe a little bit less, and I think we're
                           able to do that because we have not had any -- you
                           know, we invested in good equipment for a long period
                           of time and so we've got a good, well-performing
                           fleet.

Dunn:                      Right. We're on track -- I mean, we're at $6.8
                           through the second quarter, so pretty much right on
                           line with that $12 million figure, and probably, if
                           anything, we could squeeze down the second half of
                           the year a bit.

Nielsen:                   We'll be happy to report back that our cap ex has
                           gone through our original budget, Ram, because
                           that'll indicate that we've got a bullish outlook to
                           our growth. In the meantime, we're going to be as
                           cost efficient and effective as we can be.

Kasargod:                  And then finally, on your sale of idle assets, are
                           you making money on them, breaking even, or is it
                           hurting your Other Income line?

DYCOM 2002 Second Quarter Earnings Conference Call                            17



Nielsen:                   If you look at the Other Income, Ram, that's
                           basically our interest income in our proceeds from
                           the sale of assets, where we have shown a slight
                           profit on the sale of those assets. So we have not
                           hesitated to surplus idle assets based on any concern
                           about the impact. So I think generally it's either
                           been -- you know, one quarter it's a slight positive,
                           one quarter it's a slight negative, but generally
                           it's been a good number. I think the one that's
                           probably impacted us the most, as everybody's aware,
                           is while we have a lot of cash, our interest income
                           is down just based on the overall pronounced decline
                           in short-term rates.

Kasargod:                  Okay, thanks a lot.

OPERATOR:                  And there are no further questions queued up at this
                           time.

Nielsen:                   Well, Rita, we thank everybody for attending the
                           call, and we'll look forward to speaking to you at
                           our next call. Thank you.

OPERATOR:                  Ladies and gentlemen, that does conclude your
                           teleconference for today. Thank you for your
                           participation. You may now disconnect.