##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2005OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from            to
 Commission file number 001-32164
 INFRASOURCE SERVICES, INC.
  Delaware
    
    03-0523754(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 100 West Sixth Street, Suite 300, Media, PA   19063   (610) 480-8000
 þ o
 o þ




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##### Table of Contents



For the Quarter Ended June 30, 2005
FORM 10-Q
 INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
 Table of Contents
 Page #Part IFINANCIAL INFORMATION
    
    
    3Item 1.
    
    Financial Statements (Unaudited)
    
    
    3Condensed Consolidated Balance Sheets at December 31, 2004 and June 30, 2005
    
    
    3Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2004 and 2005
    
    
    4Condensed Consolidated Statement of Shareholders Equity for the six months ended June 30, 2005
    
    
    5Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2005
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 4.
    
    Controls and Procedures
    
    
    36PART IIOTHER INFORMATION
    
    
    37Item 1.
    
    Legal Proceedings
    
    
    37Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    37Item 3.
    
    Defaults Upon Senior Securities
    
    
    37Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    38Item 5.
    
    Other Information
    
    
    38Item 6.
    
    Exhibits
    
    
    39SIGNATURES
    
    
    40Second Amendment and WaiverManagement Agreement by and among Deborah C. Lofton and Infrasource Services, Inc.Management Agreement by and among Walter G. MacFarland and Infrasource Services, Inc.Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer.Certification pursuant to Section 1350
 2




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##### Table of Contents



PART IFINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
 
 
 December 31,
    
    June 30,2004
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    21,222
    
    
    $
    3,996Restricted cash
    
    
    5,000
    
    
    
    Contract receivables (less allowances for doubtful accounts
of $3,305 and $3,298, respectively)
    
    
    104,840
    
    
    
    118,903Costs and estimated earnings in excess of billings
    
    
    59,517
    
    
    
    99,725Inventories
    
    
    9,864
    
    
    
    10,193Deferred income taxes
    
    
    2,886
    
    
    
    4,302Other current assets
    
    
    10,803
    
    
    
    13,490Current assets  discontinued operations
    
    
    8,959
    
    
    
    6,441Total current assets
    
    
    223,091
    
    
    
    257,050Property and equipment (less accumulated depreciation
of $30,636 and $42,866, respectively)
    
    
    143,532
    
    
    
    144,395Goodwill
    
    
    134,478
    
    
    
    134,725Intangible assets (less accumulated amortization of $14,950 and $17,359, respectively)
    
    
    6,795
    
    
    
    3,485Deferred charges and other assets, net
    
    
    11,766
    
    
    
    13,396Deferred income taxes
    
    
    1,187
    
    
    
    1,667Noncurrent assets  discontinued operations
    
    
    1,732
    
    
    
    1,876Total assets
    
    $
    522,581
    
    
    $
    556,594Current liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    900
    
    
    $
    884Note payable  related party
    
    
    
    
    
    
    1,000Revolving credit facility borrowings
    
    
    
    
    
    
    18,000Other liabilities  related parties
    
    
    3,803
    
    
    
    12,351Accounts payable
    
    
    33,342
    
    
    
    36,494Accrued compensation and benefits
    
    
    17,525
    
    
    
    17,888Other current and accrued liabilities
    
    
    19,570
    
    
    
    28,835Accrued insurance reserves
    
    
    26,042
    
    
    
    28,201Billings in excess of costs and estimated earnings
    
    
    10,728
    
    
    
    12,187Deferred revenues
    
    
    5,359
    
    
    
    5,398Current liabilities  discontinued operations
    
    
    6,786
    
    
    
    4,777Total current liabilities
    
    
    124,055
    
    
    
    166,015Long-term debt, net of current portion
    
    
    83,878
    
    
    
    83,438Long-term debt  related party
    
    
    1,000
    
    
    
    Deferred revenues
    
    
    16,935
    
    
    
    16,156Other long-term liabilities  related parties
    
    
    8,493
    
    
    
    Other long-term liabilities
    
    
    4,226
    
    
    
    4,309Non-current liabilities  discontinued operations
    
    
    11
    
    
    
    11Total liabilities
    
    
    238,598
    
    
    
    269,929Commitments and contingenciesShareholders equity:Preferred stock, $.001 par value (authorized - 12,000,000 shares;
0 shares issued and outstanding)
    
    
    
    
    
    
    Common stock
$.001 par value (authorized - 120,000,000 shares; issued and
outstanding - 38,942,728 and 39,120,779, respectively)
    
    
    39
    
    
    
    39Treasury
stock at cost (0 and 29,870, respectively)
    
    
    
    
    
    
    (137
    )Additional paid-in capital
    
    
    272,954
    
    
    
    274,212Deferred compensation
    
    
    (329
    )
    
    
    (187
    )Retained earnings
    
    
    10,911
    
    
    
    12,243Accumulated other comprehensive income
    
    
    408
    
    
    
    495Total shareholders equity
    
    
    283,983
    
    
    
    286,665Total liabilities and shareholders equity
    
    $
    522,581
    
    
    $
    556,594
  3




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INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
 
 
 Three Months Ended
    
    Three Months Ended
    
    Six Months Ended June
    
    Six Months Ended JuneJune 30, 2004
    
    June 30, 2005
    
    30, 2004
    
    30, 2005Contract revenues
    
    $
    143,311
    
    
    $
    231,670
    
    
    $
    288,344
    
    
    $
    412,300Cost of revenues
    
    
    119,671
    
    
    
    212,026
    
    
    
    240,308
    
    
    
    371,559Gross profit
    
    
    23,640
    
    
    
    19,644
    
    
    
    48,036
    
    
    
    40,741Selling, general and administrative expenses
    
    
    15,340
    
    
    
    17,846
    
    
    
    30,144
    
    
    
    34,637Merger related costs
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    152Provision (recoveries) of uncollectible accounts
    
    
    (464
    )
    
    
    4
    
    
    
    (471
    )
    
    
    84Amortization of intangible assets
    
    
    4,022
    
    
    
    1,698
    
    
    
    8,569
    
    
    
    3,310Income from operations
    
    
    4,742
    
    
    
    20
    
    
    
    9,794
    
    
    
    2,558Interest income
    
    
    68
    
    
    
    28
    
    
    
    122
    
    
    
    222Interest expense and amortization of debt discount
    
    
    (2,840
    )
    
    
    (2,246
    )
    
    
    (6,192
    )
    
    
    (3,703
    )Loss on early extinguishment of debt
    
    
    (5,549
    )
    
    
    
    
    
    
    (5,549
    )
    
    
    Other income (expense), net
    
    
    17
    
    
    
    27
    
    
    
    160
    
    
    
    3,858Income (loss) before income taxes
    
    
    (3,562
    )
    
    
    (2,171
    )
    
    
    (1,665
    )
    
    
    2,935Income tax expense (benefit)
    
    
    (1,496
    )
    
    
    (808
    )
    
    
    (718
    )
    
    
    1,234Income (loss) from continuing operations
    
    
    (2,066
    )
    
    
    (1,363
    )
    
    
    (947
    )
    
    
    1,701Discontinued operations:Income (loss) from discontinued operations (net of income
tax provision (benefit) of $28, $(52), $(5) and $(267),
respectively)
    
    
    40
    
    
    
    (47
    )
    
    
    (8
    )
    
    
    (369
    )Net income (loss)
    
    $
    (2,026
    )
    
    $
    (1,410
    )
    
    $
    (955
    )
    
    $
    1,332Basic income (loss) per share:Income (loss) from continuing operations
    
    $
    (0.06
    )
    
    $
    (0.04
    )
    
    $
    (0.03
    )
    
    $
    0.04Income (loss) from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.01
    )Net income (loss)
    
    $
    (0.06
    )
    
    $
    (0.04
    )
    
    $
    (0.03
    )
    
    $
    0.03Weighted average basic common shares outstanding
    
    
    34,755
    
    
    
    39,056
    
    
    
    31,453
    
    
    
    39,018Diluted income (loss) per share:Income (loss) from continuing operations
    
    $
    (0.06
    )
    
    $
    (0.04
    )
    
    $
    (0.03
    )
    
    $
    0.04Income (loss) from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.01
    )Net income (loss)
    
    $
    (0.06
    )
    
    $
    (0.04
    )
    
    $
    (0.03
    )
    
    $
    0.03Weighted average diluted common shares outstanding
    
    
    34,755
    
    
    
    39,056
    
    
    
    31,453
    
    
    
    39,801
  4




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INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Shareholders Equity
(Unaudited)
(in thousands, except share amounts)
 AccumulatedAdditional
    
    
    
    
    
    OtherCommon Stock
    
    Treasury Stock
    
    Paid-In
    
    Deferred
    
    Comprehensive
    
    RetainedShares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Compensation
    
    Income
    
    Earnings
    
    TotalBalance as of December 31, 2004
    
    
    38,942,728
    
    
    $
    39
    
    
    
    
    
    
    $
    
    
    
    $
    272,954
    
    
    $
    (329
    )
    
    $
    408
    
    
    $
    10,911
    
    
    $
    283,983Treasury stock (see Note 8)
    
    
    29,870
    
    
    
    
    
    
    
    (29,870
    )
    
    
    (137
    )
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unearned compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (108
    )
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    Amortization of unearned
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    34Stock options exercised
    
    
    71,176
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    327Income tax benefit from options
exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219Issuance of shares under employee
stock purchase plan
    
    
    77,005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    683
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    683Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,332
    
    
    
    1,332Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87
    
    
    
    
    
    
    
    87Balance as of June 30, 2005
    
    
    39,120,779
    
    
    $
    39
    
    
    
    (29,870
    )
    
    $
    (137
    )
    
    $
    274,212
    
    
    $
    (187
    )
    
    $
    495
    
    
    $
    12,243
    
    
    $
    286,665
  5




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INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
 
 
 Six Months Ended June
    
    Six Months Ended June30, 2004
    
    30, 2005Cash flows used in operating activities:Income (loss) from continuing operations
    
    $
    (947
    )
    
    $
    1,701Adjustments to reconcile income (loss) from continuing
operations to cash used in operating activities:Depreciation
    
    
    11,314
    
    
    
    13,597Amortization of intangibles
    
    
    8,569
    
    
    
    3,310Deferred income taxes
    
    
    (7,490
    )
    
    
    (1,988
    )Loss on early extinguishment of debt
    
    
    5,549
    
    
    
    Reversal of litigation judgment
    
    
    
    
    
    
    (4,279
    )Other
    
    
    1,489
    
    
    
    (1,531
    )Changes in operating assets and liabilities, net of
effects of acquisitions:Contract receivables, net
    
    
    (3,546
    )
    
    
    (14,146
    )Contract receivables due from related parties, net
    
    
    14,617
    
    
    
    Costs and estimated earnings in excess of billings, net
    
    
    (17,055
    )
    
    
    (38,749
    )Inventories
    
    
    (1,533
    )
    
    
    (329
    )Other current assets
    
    
    (6,299
    )
    
    
    (805
    )Deferred charges and other assets
    
    
    (616
    )
    
    
    (1,844
    )Accounts payable
    
    
    (5,527
    )
    
    
    3,152Other current and accrued liabilities
    
    
    (16,490
    )
    
    
    12,427Accrued insurance reserves
    
    
    2,253
    
    
    
    2,159Deferred revenue
    
    
    5,507
    
    
    
    (739
    )Other liabilities
    
    
    (201
    )
    
    
    (143
    )Net cash flows used in operating
activities from continuing operations
    
    
    (10,406
    )
    
    
    (28,207
    )Net cash flows provided by (used in) operating
activities from discontinued operations
    
    
    2,106
    
    
    
    (282
    )Net cash flows used in operating activities
    
    
    (8,300
    )
    
    
    (28,489
    )Cash flows used in investing activities:Acquisitions of businesses, net of cash acquired
    
    
    (20,101
    )
    
    
    (38
    )Proceeds from restricted cash
    
    
    
    
    
    
    5,000Proceeds from sales of equipment
    
    
    2,019
    
    
    
    2,871Additions to property and equipment
    
    
    (11,634
    )
    
    
    (15,404
    )Net cash flows used in investing
activities from continuing operations
    
    
    (29,716
    )
    
    
    (7,571
    )Net cash flows used in investing
activities from discontinued operations
    
    
    (928
    )
    
    
    (210
    )Net cash flows used in investing activities
    
    
    (30,644
    )
    
    
    (7,781
    )Cash flows from financing activities:Increase in revolving credit facility borrowings
    
    
    
    
    
    
    18,000Repayments of long-term debt and capital lease obligations
    
    
    (83,620
    )
    
    
    (458
    )Proceeds from exercise of stock options and employee stock purchase plan
    
    
    2,250
    
    
    
    1,010Proceeds from sale of common stock
    
    
    128,093
    
    
    
    Net cash flows provided by financing
activities from continuing operations
    
    
    46,723
    
    
    
    18,552Net cash flows provided by (used in) financing
activities from discontinued operations
    
    
    (1,000
    )
    
    
    Net cash flows provided by financing activities
    
    
    45,723
    
    
    
    18,552Cash and cash equivalents:Net increase (decrease) in cash and cash equivalents
    
    
    6,779
    
    
    
    (17,718
    )Cash and cash equivalents transferred (to) from discontinued operations
    
    
    (178
    )
    
    
    492Cash and cash equivalents  beginning of period
    
    
    12,013
    
    
    
    21,222Cash and cash equivalents  end of period
    
    $
    18,614
    
    
    $
    3,996Supplemental Disclosure of Non-Cash Investing and Financing Activities:Distribution of property and equipment owed to related party
    
    $
    7,218
    
    
    $
    We acquired all of the voting interests of Maslonka for $77,476 in January, 2004In conjunction with this acquisition, assets acquired and liabilities assumed were as follows:Fair value of assets acquired
    
    
    41,093
    
    
    
    Goodwill
    
    
    59,549
    
    
    
    Liability to sellers for taxes and cash holdback
    
    
    (6,704
    )
    
    
    Liabilities assumed
    
    
    (23,166
    )
    
    
    Equity issued to sellers
    
    
    (50,671
    )
    
    
    Cash paid for acquisition, net of cash acquired
    
    
    (20,101
    )
    
    
    
  6




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INFRASOURCE SERVICES, INC. AND SUBSIDARIES
 
 Notes to Condensed Consolidated Financial Statements
(Unaudited)
 1. Organization and Basis of Presentation
     2. Recently Issued Accounting Pronouncements
  7




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,
 3. Acquisitions
 Maslonka
  8




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Utili-Trax
  EnStructure
  9




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Pro Forma Financial Information
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June2004
    
    30,2004Contract revenues
    
    $
    161,924
    
    
    $
    332,983Net loss
    
    
    (3,092
    )
    
    
    (21,302
    )Earnings Per Share Data:Weighted average basic and
diluted common shares outstanding
    
    
    34,755
    
    
    
    33,085Basic and diluted net loss per
share
    
    $
    (0.09
    )
    
    $
    (0.64
    )
   4. Discontinued Operations
   10




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December 31,
    
    June 30,2004
    
    2005(in thousands)Cash and cash equivalents
    
    $
    559
    
    
    $
    67Contract receivables, net
    
    
    6,153
    
    
    
    2,937Other current assets
    
    
    2,247
    
    
    
    3,437Total current assets
    
    
    8,959
    
    
    
    6,441Property and equipment, net
    
    
    1,626
    
    
    
    1,770Other long-term assets, net
    
    
    106
    
    
    
    106Total assets
    
    
    10,691
    
    
    
    8,317Accounts payable and other
liabilities
    
    
    6,786
    
    
    
    4,777Deferred income taxes  long term
    
    
    11
    
    
    
    11Total liabilities
    
    
    6,797
    
    
    
    4,788Net assets
    
    $
    3,894
    
    
    $
    3,529
  Three
    
    ThreeMonths
    
    Months
    
    Six Months
    
    Six MonthsEnded June
    
    ended June
    
    Ended June
    
    Ended June30, 2004
    
    30, 2005
    
    30, 2004
    
    30, 2005(in thousands)Contract revenues
    
    $
    12,184
    
    
    $
    6,455
    
    
    $
    20,833
    
    
    $
    11,333Pre-tax income
(loss)
    
    
    68
    
    
    
    (99
    )
    
    
    (13
    )
    
    
    (636
    )
 5. Costs And Estimated Earnings In Excess Of Billings and Contract Losses
   11




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6. Goodwill and Intangible Assets
  December 31,
    
    June 30,2004
    
    2005(in thousands)Goodwill
    
    $
    134,478
    
    
    $
    134,725Intangible assets:Construction backlog
    
    $
    17,184
    
    
    $
    16,283Volume agreements
    
    
    4,561
    
    
    
    4,561Total intangible assets
    
    
    21,745
    
    
    
    20,844Accumulated amortization:Construction backlog
    
    
    (13,491
    )
    
    
    (14,902
    )Volume agreements
    
    
    (1,459
    )
    
    
    (2,457
    )Total accumulated amortization
    
    
    (14,950
    )
    
    
    (17,359
    )Intangible assets, net
    
    $
    6,795
    
    
    $
    3,485
    12




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(in thousands)For the year ended December, 31,
2005 (excludes the six months ended June 30, 2005)
    
    $
    1,5072006
    
    
    8742007
    
    
    3812008
    
    
    5642009
    
    
    159Total
    
    $
    3,485
 7. Debt
  8. Treasury Stock
  13




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##### Table of Contents



9. Computation of Per Share Earnings (Loss)
  Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,
    
    Ended June 30,
    
    Ended June 30,2004

    2005

    2004

    2005(in thousands, except per share amounts)Income (loss) from continuing
operations (numerator)
    
    $
    (2,066
    )
    
    $
    (1,363
    )
    
    $
    (947
    )
    
    $
    1,701Income (loss) from discontinued
operations, net of tax expense
(benefit) of $28, $(52), $(5)
and $(267), respectively
    
    
    40
    
    
    
    (47
    )
    
    
    (8
    )
    
    
    (369
    )Net income (loss)
    
    $
    (2,026
    )
    
    $
    (1,410
    )
    
    $
    (955
    )
    
    $
    1,332Weighted average basic common
shares outstanding (denominator)
    
    
    34,755
    
    
    
    39,056
    
    
    
    31,453
    
    
    
    39,018Potential common stock arising
from stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    783Weighted average diluted common
shares outstanding (denominator)
    
    
    34,755
    
    
    
    39,056
    
    
    
    31,453
    
    
    
    39,801Basic net income (loss) per share
    
    $
    (0.06
    )
    
    $
    (0.04
    )
    
    $
    (0.03
    )
    
    $
    0.03Diluted net income (loss) per share
    
    
    (0.06
    )
    
    
    (0.04
    )
    
    
    (0.03
    )
    
    
    0.03
  14




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##### Table of Contents



10. Stock-Based Compensation
  Three Months
    
    
    
    
    
    Six monthsEnded
    
    Three Months
    
    Ended June 30,
    
    Six Months EndedJune 30, 2004
    
    Ended June 30, 2005
    
    2004
    
    June 30, 2005(in thousands, except per share amounts)Net income (loss) as reported
    
    $
    (2,026
    )
    
    $
    (1,410
    )
    
    $
    (955
    )
    
    $
    1,332Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
relative tax effects
    
    
    (171
    )
    
    
    (192
    )
    
    
    (386
    )
    
    
    (349
    )Add: Total stock-based employee compensation
expense, net of related tax effects included
in the determination of net income as reported
    
    
    18
    
    
    
    4
    
    
    
    178
    
    
    
    20Pro forma net income (loss)
    
    $
    (2,179
    )
    
    $
    (1,598
    )
    
    $
    (1,163
    )
    
    $
    1,003Basic and diluted income (loss) per share:Basic net income (loss) per share  as reported
    
    $
    (0.06
    )
    
    $
    (0.04
    )
    
    $
    (0.03
    )
    
    $
    0.03Basic net income (loss) per share  pro forma
    
    
    (0.06
    )
    
    
    (0.04
    )
    
    
    (0.04
    )
    
    
    0.03Diluted net income (loss) per share  as
reported
    
    
    (0.06
    )
    
    
    (0.04
    )
    
    
    (0.03
    )
    
    
    0.03Diluted net income (loss) per share  pro forma
    
    
    (0.06
    )
    
    
    (0.04
    )
    
    
    (0.04
    )
    
    
    0.03
 11. Concentration of Credit Risk
   12. Other Income (Expense), Net
  15




---



##### Table of Contents



13. Comprehensive Income (Loss)
  Three Months
    
    Three Months
    
    
    
    
    
    Six MonthsEnded June 30,
    
    Ended June 30,
    
    Six Months Ended
    
    Ended June 30,2004
    
    2005
    
    June 30, 2004
    
    2005(in thousands)Net income (loss)
    
    $
    (2,026
    )
    
    $
    (1,410
    )
    
    $
    (955
    )
    
    $
    1,332Other comprehensive income (loss)
    
    
    835
    
    
    
    (144
    )
    
    
    399
    
    
    

    87Comprehensive income (loss)
    
    $
    (1,191
    )
    
    $
    (1,554
    )
    
    $
    (556
    )
    
    $
    1,419
  14. Segment Information
   16




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##### Table of Contents



Three Months Ended
    
    InfrastructureJune 30, 2004
    
    Construction
    
    Telecommunication
    
    Corporate andServices
    
    Services
    
    Eliminations
    
    Total(in thousands)Revenues
    
    $
    136,824
    
    
    $
    6,709
    
    
    $
    (222
    )
    
    $
    143,311Income (loss) from
operations as
adjusted
    
    
    9,691
    
    
    
    2,840
    
    
    
    (3,767
    )
    
    
    8,764Depreciation
    
    
    4,970
    
    
    
    708
    
    
    
    94
    
    
    
    5,772Amortization
    
    
    4,022
    
    
    
    
    
    
    
    
    
    
    
    4,022Total assets
    
    
    285,300
    
    
    
    64,611
    
    
    
    120,110
    
    
    
    470,021Capital expenditures
    
    
    4,200
    
    
    
    2,123
    
    
    
    154
    
    
    
    6,477reconciliation:Income (loss) from
operations as
adjusted
    
    $
    9,691
    
    
    $
    2,840
    
    
    $
    (3,767
    )
    
    $
    8,764Less: Amortization
    
    
    4,022
    
    
    
    
    
    
    
    
    
    
    
    4,022Income (loss) from
operations
    
    
    5,669
    
    
    
    2,840
    
    
    
    (3,767
    )
    
    
    4,742Interest income
    
    
    40
    
    
    
    
    
    
    
    28
    
    
    
    68Interest expense and
amortization of debt
discount
    
    
    (2,081
    )
    
    
    (342
    )
    
    
    (417
    )
    
    
    (2,840
    )Loss on early
extinguishment of
debt
    
    
    (4,586
    )
    
    
    (878
    )
    
    
    (85
    )
    
    
    (5,549
    )Other income
(expense), net
    
    
    (4
    )
    
    
    9
    
    
    
    12
    
    
    
    17Income (loss) before
income taxes
    
    $
    (962
    )
    
    $
    1,629
    
    
    $
    (4,229
    )
    
    $
    (3,562
    )
 17




---



##### Table of Contents



Three Months Ended
    
    InfrastructureJune 30, 2005
    
    Construction
    
    Telecommunication
    
    Corporate andServices
    
    Services
    
    Eliminations
    
    Total(in thousands)Revenues
    
    $
    221,179
    
    
    $
    9,570
    
    
    $
    921
    
    
    $
    231,670Income (loss) from
operations as
adjusted
    
    
    1,193
    
    
    
    3,859
    
    
    
    (3,334
    )
    
    
    1,718Depreciation
    
    
    5,908
    
    
    
    845
    
    
    
    50
    
    
    
    6,803Amortization
    
    
    1,698
    
    
    
    
    
    
    
    
    
    
    
    1,698Total assets
    
    
    394,739
    
    
    
    80,584
    
    
    
    81,271
    
    
    
    556,594Capital expenditures
    
    
    2,743
    
    
    
    3,500
    
    
    
    56
    
    
    
    6,299reconciliation:Income (loss) from
operations as
adjusted
    
    
    1,193
    
    
    
    3,859
    
    
    
    (3,334
    )
    
    
    1,718Less: Amortization
    
    
    1,698
    
    
    
    
    
    
    
    
    
    
    
    1,698Income (loss) from
operations
    
    
    (505
    )
    
    
    3,859
    
    
    
    (3,334
    )
    
    
    20Interest income
    
    
    9
    
    
    
    1
    
    
    
    18
    
    
    
    28Interest expense and
amortization of debt
discount
    
    
    (1,878
    )
    
    
    (88
    )
    
    
    (280
    )
    
    
    (2,246
    )Other income
(expense), net
    
    
    32
    
    
    
    (5
    )
    
    
    
    
    
    
    27Income (loss) before
income taxes
    
    $
    (2,342
    )
    
    $
    3,767
    
    
    $
    (3,596
    )
    
    $
    (2,171
    )
 18




---



##### Table of Contents



Six Months Ended June
    
    Infrastructure30, 2004
    
    Construction
    
    Telecommunication
    
    Corporate andServices
    
    Services
    
    Eliminations
    
    Total(in thousands)Revenues
    
    $
    275,530
    
    
    $
    13,056
    
    
    $
    (242
    )
    
    $
    288,344Income (loss) from
operations
as adjusted
    
    
    21,068
    
    
    
    5,458
    
    
    
    (8,163
    )
    
    
    18,363Depreciation
    
    
    9,775
    
    
    
    1,351
    
    
    
    188
    
    
    
    11,314Amortization
    
    
    8,569
    
    
    
    
    
    
    
    
    
    
    
    8,569Total assets
    
    
    285,300
    
    
    
    64,611
    
    
    
    120,110
    
    
    
    470,021Capital expenditures
    
    
    6,546
    
    
    
    4,859
    
    
    
    229
    
    
    
    11,634reconciliation:Income (loss) from
operations as
adjusted
    
    $
    21,068
    
    
    $
    5,458
    
    
    $
    (8,163
    )
    
    $
    18,363Less: Amortization
    
    
    8,569
    
    
    
    
    
    
    
    
    
    
    
    8,569Income (loss) from
operations
    
    
    12,499
    
    
    
    5,458
    
    
    
    (8,163
    )
    
    
    9,794Interest income
    
    
    71
    
    
    
    
    
    
    
    51
    
    
    
    122Interest expense
and amortization of
debt discount
    
    
    (4,831
    )
    
    
    (861
    )
    
    
    (500
    )
    
    
    (6,192
    )Loss on early
extinguishment of
debt
    
    
    (4,586
    )
    
    
    (878
    )
    
    
    (85
    )
    
    
    (5,549
    )Other income
(expense), net
    
    
    117
    
    
    
    27
    
    
    
    16
    
    
    
    160Income (loss)
before income taxes
    
    $
    3,270
    
    
    $
    3,746
    
    
    $
    (8,681
    )
    
    $
    (1,665
    )
 Six Months Ended June
    
    Infrastructure30, 2005
    
    Construction
    
    Telecommunication
    
    Corporate andServices
    
    Services
    
    Eliminations
    
    Total(in thousands)Revenues
    
    $
    390,535
    
    
    $
    20,084
    
    
    $
    1,681
    
    
    $
    412,300Income (loss) from
operations
as adjusted
    
    
    5,035
    
    
    
    8,052
    
    
    
    (7,219
    )
    
    
    5,868Depreciation
    
    
    11,820
    
    
    
    1,681
    
    
    
    96
    
    
    
    13,597Amortization
    
    
    3,310
    
    
    
    
    
    
    
    
    
    
    
    3,310Total assets
    
    
    394,739
    
    
    
    80,584
    
    
    
    81,271
    
    
    
    556,594Capital expenditures
    
    
    7,082
    
    
    
    7,960
    
    
    
    362
    
    
    
    15,404reconciliation:Income (loss) from
operations as
adjusted
    
    $
    5,035
    
    
    $
    8,052
    
    
    $
    (7,219
    )
    
    $
    5,868Less: Amortization
    
    
    3,310
    
    
    
    
    
    
    
    
    
    
    
    3,310Income (loss) from
operations
    
    
    1,725
    
    
    
    8,052
    
    
    
    (7,219
    )
    
    
    2,558Interest income
    
    
    96
    
    
    
    
    
    
    
    126
    
    
    
    222Interest expense
and amortization of
debt discount
    
    
    (3,204
    )
    
    
    (112
    )
    
    
    (387
    )
    
    
    (3,703
    )Other income
(expense), net
    
    
    76
    
    
    
    (3
    )
    
    
    3,785
    
    
    
    3,858Income (loss)
before income taxes
    
    $
    (1,307
    )
    
    $
    7,937
    
    
    $
    (3,695
    )
    
    $
    2,935
 19




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##### Table of Contents



Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2004
    
    June 30, 2005
    
    June 30, 2004
    
    June 30, 2005Electric
    
    $
    81,413
    
    
    $
    121,604
    
    
    $
    183,947
    
    
    $
    235,505Gas
    
    
    43,157
    
    
    
    75,864
    
    
    
    73,209
    
    
    
    119,005Telecommunications
    
    
    12,888
    
    
    
    25,408
    
    
    
    21,980
    
    
    
    44,789Other
    
    
    5,853
    
    
    
    8,794
    
    
    
    9,208
    
    
    
    13,001$
    143,311
    
    
    $
    231,670
    
    
    $
    288,344
    
    
    $
    412,300
  15. Related Party Transactions
         16. Commitments and Contingencies
  20




---



##### Table of Contents



17. Subsequent Events
 Maslonka Working Capital Settlement
  Disposition of ESI
  Disposition of ULMS
  21




---



##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 ForwardLooking and Cautionary Statements
   Introduction
  Overview
   
    
    We experienced significant revenue growth as compared to the second quarter of 2004 due
to our third quarter 2004 acquisitions of EnStructure Corporations (EnStructure)
operating companies, Sub-Surface Construction Company, Flint Construction Company and Iowa
Pipeline Associates and Utili-Trax Contracting Partnerships, LLC (Utili-Trax), and also
due to demand for electric distribution services from some of our largest customers.
    
    We recorded an $8.5 million loss on one of our underground utility construction
projects. This project, which began in late January 2005 and is expected to be completed
in November 2005, had an original contract value of approximately $18.0 million.
Consistent with our revenue recognition policy for contracts that are in a forecasted loss
position, we recognized the expected
 22




---



##### Table of Contents



loss on this project in the second quarter of 2005. The loss is attributable primarily to
lower than expected productivity, higher materials costs, and
unforeseen delays. On June 10, 2005, while in the process of
evaluating the extent of the loss for this underground
utility construction project (see Note 5 to our condensed
consolidated financial statements), we obtained a Second Amendment and Waiver to our credit
facility which excluded the effect of the anticipated loss in our
representations and warranties and waived any misrepresentation in
our financial statements and covenant compliance certificates through
July 25, 2005. Based on our further evaluation of the loss,
estimated to be $8.5 million, assuming collection of current and
projected claims, we are currently not required to
enter into any further amendment or waiver because a clause in our
credit facility allows for the exclusion of extraordinary, unusual or
non-recurring expenses or losses provided that the amounts shall not,
in aggregate exceed $10.0 million for any fiscal year.
    
    In addition to the $8.5 million contract loss, our gross profit also decreased due to
mix of work and certain pricing concessions to our largest customer. We experienced a decrease in the volume of higher margin aerial electric
transmission work and increases in the volume of lower margin natural gas distribution and
other electric work. Additionally gross profit has decreased due to the overall effect of rising fuel costs. This decrease in gross
profit was partially offset by an increase in the volume of higher margin
telecommunication services.
    2004 Acquisitions
 Maslonka:
 23




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##### Table of Contents



Utili-Trax:
 EnStructure:
 Discontinued Operations
    24




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##### Table of Contents



Results of Operations
 Seasonality and Cyclicality
    Company Results
 Three months ended June 30, 2005 compared to the three months ended June 30, 2004
 Three Months Ended
    
    % of
    
    Three Months Ended
    
    % of(Thousands of dollars)
    
    June 30, 2004
    
    Revenue
    
    June 30, 2005
    
    RevenueContract Revenues
    
    $
    143,311
    
    
    
    100
    %
    
    $
    231,670
    
    
    
    100
    %Gross profit
    
    
    23,640
    
    
    
    16
    %
    
    
    19,644
    
    
    
    8
    %Selling, general and administrative expenses
    
    
    15,340
    
    
    
    11
    %
    
    
    17,846
    
    
    
    8
    %Merger related costs
    
    
    
    
    
    
    0
    %
    
    
    76
    
    
    
    0
    %Provision (recoveries) of uncollectible accounts
    
    
    (464
    )
    
    
    0
    %
    
    
    4
    
    
    
    0
    %Amortization of intangible assets
    
    
    4,022
    
    
    
    3
    %
    
    
    1,698
    
    
    
    1
    %Income from operations
    
    
    4,742
    
    
    
    3
    %
    
    
    20
    
    
    
    0
    %Interest income
    
    
    68
    
    
    
    0
    %
    
    
    28
    
    
    
    0
    %Interest expense and amortization of debt discount
    
    
    (2,840
    )
    
    
    -2
    %
    
    
    (2,246
    )
    
    
    -1
    %Loss on early extinguishment of debt
    
    
    (5,549
    )
    
    
    -4
    %
    
    
    
    
    
    
    0
    %Other income (expense), net
    
    
    17
    
    
    
    0
    %
    
    
    27
    
    
    
    0
    %Loss before income taxes
    
    
    (3,562
    )
    
    
    -2
    %
    
    
    (2,171
    )
    
    
    -1
    %Income tax benefit
    
    
    (1,496
    )
    
    
    -1
    %
    
    
    (808
    )
    
    
    0
    %Loss from continuing operations
    
    $
    (2,066
    )
    
    
    -1
    %
    
    $
    (1,363
    )
    
    
    -1
    %
 Revenues:
 25




---



##### Table of Contents



Gross profit:
 Selling, general and administrative expenses:
 Merger related costs:
 Provision (recoveries) of uncollectible accounts:
 Amortization of intangible assets:
 Interest expense and amortization of debt discount:
 Loss on early extinguishment of debt:
 Benefit for income taxes:
 Loss from continuing operations:
 Discontinued operations, net of tax:
 26




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##### Table of Contents



Net loss:
 Six months ended June 30, 2005 compared to the six months ended June 30, 2004
 Six Months Ended
    
    % of
    
    Six Months Ended
    
    % of(In Thousands)
    
    June 30, 2004
    
    Revenue
    
    June 30, 2005
    
    RevenueContract Revenues
    
    $
    288,344
    
    
    
    100
    %
    
    $
    412,300
    
    
    
    100
    %Gross profit
    
    
    48,036
    
    
    
    17
    %
    
    
    40,741
    
    
    
    10
    %Selling, general and administrative expenses
    
    
    30,144
    
    
    
    10
    %
    
    
    34,637
    
    
    
    8
    %Merger related costs
    
    
    
    
    
    
    0
    %
    
    
    152
    
    
    
    0
    %Provision (recoveries) of uncollectible accounts
    
    
    (471
    )
    
    
    0
    %
    
    
    84
    
    
    
    0
    %Amortization of intangible assets
    
    
    8,569
    
    
    
    3
    %
    
    
    3,310
    
    
    
    1
    %Income from operations
    
    
    9,794
    
    
    
    3
    %
    
    
    2,558
    
    
    
    1
    %Interest income
    
    
    122
    
    
    
    0
    %
    
    
    222
    
    
    
    0
    %Interest expense and amortization of debt discount
    
    
    (6,192
    )
    
    
    -2
    %
    
    
    (3,703
    )
    
    
    -1
    %Loss on early extinguishment of debt
    
    
    (5,549
    )
    
    
    -2
    %
    
    
    
    
    
    
    0
    %Other income (expense), net
    
    
    160
    
    
    
    0
    %
    
    
    3,858
    
    
    
    1
    %Income (loss) before income taxes
    
    
    (1,665
    )
    
    
    -1
    %
    
    
    2,935
    
    
    
    1
    %Income tax expense (benefit)
    
    
    (718
    )
    
    
    0
    %
    
    
    1,234
    
    
    
    0
    %Income (loss) from continuing operations
    
    $
    (947
    )
    
    
    0
    %
    
    $
    1,701
    
    
    
    0
    %
 Revenues:
 Gross profit:
 Selling, general and administrative expenses:
 Merger related costs:
 27




---



##### Table of Contents



Provision (recoveries) of uncollectible accounts:
 Amortization of intangible assets:
 Interest expense and amortization of debt discount:
 Loss on early extinguishment of debt:
 Other income (expense), net:
 Provision (benefit) for income taxes:
 Income (loss) from continuing operations:
 Discontinued operations, net of tax:
 Net income (loss):
 Segment Results
  28




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Three months ended June 30, 2005 compared to the three months ended June 30, 2004
 Quarter EndedJune 30,
    
    Change2004
    
    2005
    
    $
    
    %(in thousands)Revenue:Infrastructure Construction Services
    
    $
    136,824
    
    
    $
    221,179
    
    
    $
    84,355
    
    
    
    62
    %Telecommunication Services
    
    
    6,709
    
    
    
    9,570
    
    
    
    2,861
    
    
    
    43
    %Total segment revenues
    
    
    143,533
    
    
    
    230,749
    
    
    
    87,216
    
    
    
    61
    %Corporate and eliminations
    
    
    (222
    )
    
    
    921
    
    
    
    1,143
    
    
    
    515
    %Total revenue
    
    $
    143,311
    
    
    $
    231,670
    
    
    $
    88,359
    
    
    
    62
    %
 Quarter EndedJune 30,
    
    Change2004
    
    2005
    
    $
    
    %(in thousands)Income from operations as adjusted:Infrastructure Construction Services
    
    $
    9,691
    
    
    $
    1,193
    
    
    $
    (8,498
    )
    
    
    -88
    %Telecommunication Services
    
    
    2,840
    
    
    
    3,859
    
    
    
    1,019
    
    
    
    36
    %Total segment income from operations as adjusted
    
    
    12,531
    
    
    
    5,052
    
    
    
    (7,479
    )
    
    
    -60
    %Corporate and eliminations
    
    
    (3,767
    )
    
    
    (3,334
    )
    
    
    433
    
    
    
    11
    %Total income from operations as adjusted
    
    $
    8,764
    
    
    $
    1,718
    
    
    $
    (7,046
    )
    
    
    -80
    %
 ICS
 Revenues:
 Income from operations as adjusted:
 TS
 Revenues:
 29




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##### Table of Contents



Income from operations as adjusted:
 Corporate
  Six months ended June 30, 2005 compared to the six months ended June 30, 2004
 Six Months EndedJune 30,
    
    Change2004
    
    2005
    
    $
    
    %(in thousands)Revenue:Infrastructure Construction Services
    
    $
    275,530
    
    
    $
    390,535
    
    
    $
    115,005
    
    
    
    42
    %Telecommunication Services
    
    
    13,056
    
    
    
    20,084
    
    
    
    7,028
    
    
    
    54
    %Total segment revenues
    
    
    288,586
    
    
    
    410,619
    
    
    
    122,033
    
    
    
    42
    %Corporate and eliminations
    
    
    (242
    )
    
    
    1,681
    
    
    
    1,923
    
    
    
    795
    %Total revenue
    
    $
    288,344
    
    
    $
    412,300
    
    
    $
    123,956
    
    
    
    43
    %
 Six Months EndedJune 30,
    
    Change2004
    
    2005
    
    $
    
    %(in thousands)Income from operations as adjusted:Infrastructure Construction Services
    
    $
    21,068
    
    
    $
    5,035
    
    
    $
    (16,033
    )
    
    
    -76
    %Telecommunication Services
    
    
    5,458
    
    
    
    8,052
    
    
    
    2,594
    
    
    
    48
    %Total segment income from operations as adjusted
    
    
    26,526
    
    
    
    13,087
    
    
    
    (13,439
    )
    
    
    -51
    %Corporate and eliminations
    
    
    (8,163
    )
    
    
    (7,219
    )
    
    
    944
    
    
    
    12
    %Total income from operations as adjusted
    
    $
    18,363
    
    
    $
    5,868
    
    
    $
    (12,495
    )
    
    
    -68
    %
 ICS
 Revenues:
 Income from operations as adjusted:
 30




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##### Table of Contents



TS
 Revenues:
 Income from operations as adjusted:
 Corporate
  Liquidity and Capital Resources
 Cash and Working Capital Requirements
   Sources and Uses of Cash
  31




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##### Table of Contents



Cash from operating activities from continuing operations.
 Cash from investing activities from continuing operations.
 Cash from financing activities from continuing operations.
 32




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##### Table of Contents



Contractual Obligations and Other Commitments
  Payments due by Period(in thousands)Long-Term Debt and Interest Payments
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    Thereafter
    
    TotalSenior credit facility
    
    $
    427
    
    
    $
    853
    
    
    $
    853
    
    
    $
    853
    
    
    $
    853
    
    
    $
    80,405
    
    
    $
    84,244Bank notes
    
    
    30
    
    
    
    48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78Projected interest payments on long-term
debt (1)
    
    
    3,354
    
    
    
    4,738
    
    
    
    5,157
    
    
    
    5,104
    
    
    
    5,051
    
    
    
    3,753
    
    
    
    27,157Total
    
    $
    3,811
    
    
    $
    5,639
    
    
    $
    6,010
    
    
    $
    5,957
    
    
    $
    5,904
    
    
    $
    84,158
    
    
    $
    111,479
 Payments due by PeriodOther Contractual Obligations (2)
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    Thereafter
    
    TotalContingent earnout (3)
    
    $
    3,300
    
    
    $
    8,493
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    11,793Other long-term liabilities:Non-vested options exercised
    
    
    475
    
    
    
    355
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    549
    
    
    
    1,400Other
    
    
    
    
    
    
    2,585
    
    
    
    58
    
    
    
    58
    
    
    
    58
    
    
    
    150
    
    
    
    2,909Total
    
    $
    3,775
    
    
    $
    11,433
    
    
    $
    79
    
    
    $
    58
    
    
    $
    58
    
    
    $
    699
    
    
    $
    16,102
 
 (1)
    
    The total projected interest payments on long-term debt are based upon borrowings and interest rates as of June 30, 2005. The interest rates on variable rate debt are subject to changes beyond our control and may result in actual
interest expense and payments differing from the amounts projected above.(2)
    
    Trade accounts payable are not included in Contractual Obligations.(3)
    
    See discussion below in Contingent Earnout Payments. Amount of Commitment Expiration Per Period(in thousands)Other Commercial Commitments
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    Thereafter
    
    TotalOperating leases
    
    $
    10,870
    
    
    $
    13,745
    
    
    $
    10,736
    
    
    $
    5,621
    
    
    $
    1,920
    
    
    $
    298
    
    
    $
    43,190
 33




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##### Table of Contents



Contingent Earnout Payments
   Related Party Transactions
        34




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##### Table of Contents



New Accounting Pronouncements
    ,
 35




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
   Interest Rates.
 
 Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  36




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##### Table of Contents



Internal Control Over Financial Reporting
  
 PART II OTHER INFORMATION
 
 Item 1. Legal Proceedings
    
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  (d) Maximum Number(a) Total
    
    
    
    
    
    (c) Total Number of
    
    (or Approximate DollarNumber of
    
    (b) Average
    
    Shares (or Units)
    
    Value) of Shares (orShares (or
    
    Price Paid
    
    Purchased as Part of
    
    Units) that May BeUnits)
    
    per Share (or
    
    Publicly Announced
    
    Purchased Under thePeriod
    
    Purchased
    
    Unit)
    
    Plans or Programs
    
    Plans or ProgramsApril 1, 2005 thru April 30, 2005
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    May 1, 2005 thru May 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    June 1, 2005 thru June 30, 2005 (1)
    
    
    29,870
    
    
    
    4.60
    
    
    
    
    
    
    
    Total
    
    
    29,870
    
    
    $
    4.60
    
    
    
    
    
    
    
    
 
 (1)
    
    On June 29, 2005, we exercised our right to repurchase all 29,870 shares of unvested
restricted stock held by, John R. Marshall, one of our former Board members for $4.60 per share,
which represents the price at which he exercised options to acquire these shares 
 Item 3. Defaults Upon Senior Securities.
  37




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders.
 (a)
    
    The 2005 Annual Meeting of stockholders of the registrant was held on June 7,
2005.(b)
    
    At the 2005 Annual Meeting, the following were elected as directors:
 Director
    
    For
    
    WithheldJohn A Brayman
    
    
    35,321,455
    
    
    
    96,002Christopher S. Brothers
    
    
    31,234,609
    
    
    
    4,182,848Michael P. Harmon
    
    
    31,234,609
    
    
    
    4,182,848David R. Helwig
    
    
    30,736,658
    
    
    
    4,680,799Ian A. Schapiro
    
    
    31,045,275
    
    
    
    4,372,182Richard S. Siudek
    
    
    34,844,924
    
    
    
    572,533David H. Watts
    
    
    26,723,274
    
    
    
    
 
 Item 5. Other Information.
  38




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##### Table of Contents



Item 6. Exhibits
 3.1
    
    Form of Restated Certificate of Incorporation of InfraSource Services, Inc.(1)3.1.1
    
    Form of Certificate of Amendment to the Restated Certificate of Incorporation
of InfraSource Services, Inc.(1)3.2
    
    Form of Amended and Restated Bylaws of InfraSource Services, Inc.(1)3.3
    
    Specimen of stock certificate.(1)4.1
    
    Stockholders Agreement, dated as of September 24, 2003, by and among
InfraSource Services, Inc. (f/k/a the Dearborn Holdings Corporation) and its
Security Holders party thereto.(2)4.2
    
    Registration Rights Agreement, dated as of April 20, 2004, by and among
InfraSource Services, Inc. OCM Principal Opportunities Fund II, L.P., OCM/GFI
Power Opportunities Funds, L.P., Martin Maslonka, Thomas B. Tilford, Mark C.
Maslonka, Justin Campbell, Joseph Gabbard, Sidney Strauss, Jon Maslonka,
David R. Helwig, Terence R. Montgomery and Paul M. Daily.(1)10.1
    
    Confidentiality and Non-Compete Agreement between InfraSource Services, Inc.
and John R. Marshall. (3)10.2
    
    Second Amendment and Waiver, dated as of June 10, 2005, to the Amended and
Restated Credit Agreement, dated as of May 12, 2004, by and among InfraSource
Services, Inc., InfraSource Incorporated, LaSalle Bank National Association,
as syndication agent, Barclays Bank Plc, as administrative agent, and several
banks and other financial institutions or entities from time to time parties
thereto. * **10.3
    
    Management Agreement, dated June 27, 2005, by and among Deborah C. Lofton and
InfraSource Services, Inc.  *10.4
    
    Management Agreement, dated June 27, 2005, by and among Walter G. MacFarland
and InfraSource Services, Inc.  *31.1
    
    Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.*31.2
    
    Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer.*32.1
    
    Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the
United States Code.*
 
 *
    
    Filed herewith.**
    
    Confidential treatment has been requested for certain
provisions of this agreement pursuant to a confidential treatment
request filed August 12, 2005. Such provisions have been
separately filed with the Commission.
    
    Constitutes a management contract or compensatory plan
required to be filed as an exhibit to this Form 10-Q.(1)
    
    Filed as an exhibit to the Registrants Registration Statement on Form S-1, Amendment
No. 3 (Registration No. 333-112375) filed with the Commission on April 29, 2004.(2)
    
    Filed as an exhibit to the Registrants Registration Statement on Form S-1
(Registration No. 333-112375) filed with the Commission on January 30, 2004.(3)
    
    Filed as an exhibit to the Registrants Current Report on Form 8-K dated June 14,
2005. 39




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##### Table of Contents



SIGNATURES
  INFRASOURCE SERVICES, INC.
(Registrant)Date: August 12, 2005
    By:
    /s/ TERENCE R. MONTGOMERYTerence R. MontgomeryChief Financial Officer and Senior Vice President 40




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##### Table of Contents



EXHIBIT INDEX
 10.2
    
    Second Amendment and Waiver, dated as of June 10, 2005, to the Amended and Restated Credit
Agreement, dated as of May 12, 2004, by and among InfraSource Services, Inc., InfraSource Incorporated,
LaSalle Bank National Association, as syndication agent, Barclays Bank Plc, as administrative agent,
and several banks and other financial institutions or entities from
time to time parties thereto. *10.3
    
    Management Agreement, dated June 27, 2005, by and among Deborah C. Lofton and InfraSource Services, Inc.10.4
    
    Management Agreement, dated June 27, 2005, by and among Walter G. MacFarland and InfraSource Services,
Inc.31.1
    
    Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.31.2
    
    Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer.32.1
    
    Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
 *
    
    Confidential treatment has been requested for certain
provisions of this agreement pursuant to a confidential treatment
request filed August 12, 2005. Such provisions have been
separately filed with the Commission. 41