8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2007

InfraSource Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32164	03-0523754
(State or other	(Commission File	(IRS Employer
jurisdiction of incorporation)	Number)	Identification No.)

100 West Sixth Street, Suite 300
Media, Pennsylvania	19063
(Address of principal	(Zip Code)
executive offices)

(610) 480-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 to Form 8-K):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On August 2, 2007, InfraSource Services, Inc. issued a press release announcing preliminary financial results for its second quarter ended June 30, 2007. A copy of the press release is attached as Exhibit 99.1.

InfraSource is providing, attached as Exhibit 99.2, consistent with past practice, the following reconciliation of GAAP and Non-GAAP financial measures.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability under such Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits.
99.1	Press Release, dated August 2, 2007, issued by InfraSource Services, Inc.
99.2	Reconciliation of GAAP and Non-GAAP Financial Measures for InfraSource Services, Inc. and its subsidiaries.

SIGNATURES

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

	INFRASOURCE SERVICES, INC.
	(Registrant)
	By:	/s/ Deborah C. Lofton
Date: August 2, 2007	Name:	Deborah C. Lofton
	Title:	Senior Vice President, General Counsel and
		Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:	CONTACT:
	Terence R. Montgomery
	610-480-8000
	terry.montgomery@infrasourceinc.com
	Mahmoud Siddig
	212-889-4350
	mahmoud.siddig@taylor-rafferty.com

INFRASOURCE SERVICES, INC. REPORTS SECOND QUARTER 2007 RESULTS

MEDIA, PA — August 2, 2007 — InfraSource Services, Inc. (NYSE:IFS), one of the largest specialty contractors servicing electric, natural gas and telecommunications infrastructure in the United States, today announced its results for the second quarter ended June 30, 2007.

Second Quarter Results

Revenues for the second quarter 2007 were $239.6 million, or 6% lower than for the same quarter in 2006, due primarily to lower volumes of work in our natural gas business related to a decline in housing starts. Net income for the second quarter 2007 was $9.2 million, or $0.22 per diluted share, versus $5.3 million, or $0.13 per diluted share, for the second quarter last year.

Net income for the second quarter 2007 included $0.3 million (net of tax), or $0.01 per diluted share, of transaction costs related to the pending merger with Quanta Services, Inc. (NYSE:PWR) and for the second quarter 2006 included a $2.6 million (net of tax), or $0.06 per diluted share, non-cash charge associated with the refinancing of our bank debt. Excluding these transaction costs, net income for the second quarter 2007 would have been $9.5 million, or $0.23 per diluted share, compared to $7.9 million, or $0.19 per diluted share, for the second quarter last year.

Backlog & Recent Award

At the end of the second quarter 2007, total backlog was $919 million, comparable to the second quarter 2006 and 12% lower than at the end of the first quarter 2007. Not included in second quarter backlog is the award of a contract in July 2007 for the construction of a 73-mile, 500 kV

More -

electric transmission line in California, known as the Tehachapi Renewable Transmission Project. The estimated contract value of the project is $93.2 million.

David Helwig, Chairman, President and Chief Executive Officer, said, “We are very pleased with our results for the quarter, the recent award for the Tehachapi Renewable Transmission Project and our recent acquisitions of approximately $14 million in dark fiber related assets. We are looking forward to the final shareholder approvals for the merger with Quanta Services on August 30, 2007 and are very excited about the future of the combined company.”

About InfraSource

InfraSource Services, Inc. (NYSE:IFS) is one of the largest specialty contractors servicing electric, natural gas and telecommunications infrastructure in the United States. InfraSource designs, builds, and maintains transmission and distribution networks for utilities, power producers, and industrial customers. Further information can be found at www.infrasourceinc.com.

More -

Safe Harbor Statement

Certain statements contained in this press release are forward-looking statements. These forward-looking statements are based upon our current expectations about future events. When used in this press release, the words “believe,” “anticipate,” “intend,” “estimate,” “expect,” “will,” “should,” “may,” and similar expressions, or the negative of such words and expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. These forward-looking statements generally relate to our plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. However, these statements are subject to a number of known and unknown risks, uncertainties and other factors affecting our business that could cause our actual results to differ materially from those contemplated by the statements. You should read this press release completely and with the understanding that actual future results may be materially different from what we expect as a result of these risks and uncertainties and other factors, which include, but are not limited to: (1) the possibility that the pending merger with Quanta Services, Inc. will not be consummated; (2) technological, structural and cyclical changes that could reduce the demand for the services we provide; (3) loss of key customers; (4) the impact of variations between actual and estimated costs under our contracts, particularly our fixed-price contracts; (5) our ability to attract and retain qualified personnel; (6) our ability to successfully bid for and perform large-scale project work in accordance with our estimated costs; (7) work hindrance due to inclement weather events; (8) the definitive award of new contracts and the timing of the performance of those contracts; (9) project delays or cancellations; (10) the failure to meet schedule or performance requirements of our contracts; (11) the uncertainty of implementation of the recently enacted federal energy legislation; (12) the presence of competitors with greater financial resources and the impact of competitive products, services and pricing; (13) successful integration of acquisitions into our business; (14) close out of certain of our projects may or may not occur as anticipated or may be unfavorable to us; and (15) other factors detailed from time to time in our reports and filings with the Securities and Exchange Commission. Except as required by law, we do not intend to update forward-looking statements even though our situation may change in the future.

- Tables to Follow -

INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations

	Three Months Ended			Three Months Ended
	June 30, 2006			June 30, 2007
	(Unaudited)
	(In thousands, except per share data)
Revenues	$	254,261			$	239,572
Cost of revenues		218,386				200,531
Gross profit		35,875				39,041
Selling, general and administrative expenses		22,612				23,831
Merger related costs		—				483
Provision for uncollectible accounts		41				780
Amortization of intangible assets		237				93
Income from operations		12,985				13,854
Interest income		173				144
Interest expense		(1,682	)			(1,050	)
Write-off of deferred financing costs		(4,296	)			—
Other income, net		1,487				2,074
Income from continuing operations before income taxes		8,667				15,022
Income tax expense		3,506				5,863
Income from continuing operations		5,161				9,159
Discontinued operations:
Income from discontinued operations (net of income tax expense of $112 and $4, respectively)		166				6
Net income	$	5,327			$	9,165
Basic income per share:
Income from continuing operations	$	0.13			$	0.23
Income from discontinued operations		—				—
Net income	$	0.13			$	0.23
Weighted average basic common shares outstanding		39,735				40,590
Diluted income per share:
Income from continuing operations	$	0.13			$	0.22
Income from discontinued operations		—				—
Net income	$	0.13			$	0.22
Weighted average diluted common shares outstanding		40,336				41,252

INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

	December 31,			June 30,
	2006			2007
	(Unaudited)
	(In thousands, except share data)
Current assets:
Cash and cash equivalents	$	26,209		$	18,868
Contract receivables (less allowances for doubtful accounts of $3,770 and $4,865, respectively)		166,780			144,359
Costs and estimated earnings in excess of billings		59,012			76,397
Inventories		5,443			4,421
Deferred income taxes		8,201			7,006
Other current assets		6,384			11,900
Current assets — discontinued operations		746			184
Total current assets		272,775			263,135
Property and equipment (less accumulated depreciation of $73,302 and $81,218, respectively)		154,578			176,183
Goodwill		146,933			147,276
Intangible assets, net		900			747
Deferred charges and other assets, net		5,529			4,862
Assets held for sale		517			400
Total assets	$	581,232		$	592,603
Current liabilities:
Current portion of long-term debt and short-term borrowings	$	1,154		$	10,055
Other liabilities — related parties		766			940
Accounts payable		47,846			33,744
Accrued compensation and benefits		27,951			24,111
Other current and accrued liabilities		22,096			25,586
Accrued insurance reserves		36,166			35,272
Billings in excess of costs and estimated earnings		23,245			20,977
Deferred revenues		6,188			6,611
Total current liabilities		165,412			157,296
Long-term debt, net of current portion		50,070			50,043
Deferred revenues		16,347			15,617
Other long-term liabilities — related party		900			—
Deferred income taxes		3,750			2,233
Other long-term liabilities		5,568			6,494
Total liabilities		242,047			231,683
Commitments and contingencies
Shareholders’ 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 40,263,739 and 40,899,040 shares, respectively, and outstanding — 40,233,869 and 40,866,570, respectively)		40			41
Treasury stock, at cost (29,870 shares and 32,470 shares, respectively)		(137	)		(224	)
Additional paid-in capital		288,517			301,814
Retained earnings		50,785			58,774
Accumulated other comprehensive income (loss)		(20	)		515
Total shareholders’ equity		339,185			360,920
Total liabilities and shareholders’ equity	$	581,232		$	592,603

INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
Supplemental Financial Data
(Unaudited)
(In millions)

	Three Months Ended				Three Months Ended				Increase/(decrease)
Revenues by End Market	June 30, 2006				June 30, 2007				$			%
Electric
- Transmission	$	59.4	23.4	%	$	60.8	25.4	%	$	1.4			2.4	%
- Substation		58.1	22.8	%		46.7	19.5	%		(11.4	)		-19.6	%
- Other Electric		32.3	12.7	%		37.2	15.5	%		4.9			15.2	%
Subtotal		149.8	58.9	%		144.7	60.4	%		(5.1	)		-3.4	%
Natural Gas		72.3	28.4	%		56.9	23.7	%		(15.4	)		-21.3	%
Telecommunications		29.8	11.7	%		33.3	13.9	%		3.5			11.7	%
Other		2.4	0.9	%		4.7	2.0	%		2.3			95.8	%
Total	$	254.3	100.0	%	$	239.6	100.0	%	$	(14.7	)		-5.8	%

	Six Months Ended				Six Months Ended				Increase/(decrease)
	June 30, 2006				June 30, 2007				$			%
Electric
- Transmission	$	117.2	25.0	%	$	119.2	26.9	%	$	2.0			1.7	%
- Substation		96.9	20.7	%		93.0	21.0	%		(3.9	)		-4.0	%
- Other Electric		69.6	14.9	%		67.2	15.2	%		(2.4	)		-3.4	%
Subtotal		283.7	60.6	%		279.4	63.0	%		(4.3	)		-1.5	%
Natural Gas		126.2	26.9	%		94.7	21.4	%		(31.5	)		-25.0	%
Telecommunications		54.0	11.5	%		58.4	13.2	%		4.4			8.1	%
Other		4.6	1.0	%		10.9	2.5	%		6.3			137.0	%
Total	$	468.5	100.0	%	$	443.4	100.0	%	$	(25.1	)		-5.4	%

									Increase/(decrease)
Backlog by End Market	June 30, 2006				June 30, 2007				$			%
Electric
- Transmission	$	214.7	23.4	%	$	134.5	14.6	%	$	(80.2	)		-37.4	%
- Substation		136.5	14.9	%		157.4	17.1	%		20.9			15.3	%
- Other Electric		88.1	9.6	%		191.9	20.9	%		103.8			117.8	%
Subtotal		439.3	48.0	%		483.8	52.6	%		44.5			10.1	%
Natural Gas		247.4	27.0	%		196.5	21.4	%		(50.9	)		-20.6	%
Telecommunications		221.4	24.2	%		222.0	24.1	%		0.6			0.3	%
Other		7.7	0.8	%		17.0	1.8	%		9.3			120.8	%
Total	$	915.8	100.0	%	$	919.3	100.0	%	$	3.5			0.4	%

									Increase/(decrease)
	March 31, 2007				June 30, 2007				$			%
Electric
- Transmission	$	171.8	16.4	%	$	134.5	14.6	%	$	(37.3	)		-21.7	%
- Substation		181.1	17.3	%		157.4	17.1	%		(23.7	)		-13.1	%
- Other Electric		203.0	19.4	%		191.9	20.9	%		(11.1	)		-5.5	%
Subtotal		555.9	53.1	%		483.8	52.6	%		(72.1	)		-13.0	%
Natural Gas		231.5	22.1	%		196.5	21.4	%		(35.0	)		-15.1	%
Telecommunications		237.7	22.7	%		222.0	24.1	%		(15.7	)		-6.6	%
Other		22.4	2.1	%		17.0	1.8	%		(5.4	)		-24.1	%
Total	$	1,047.5	100.0	%	$	919.3	100.0	%	$	(128.2	)		-12.2	%

Note: Percentages may not add due to rounding.

EX-99.2

Exhibit 99.2

INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
Reconciliation of GAAP and Non-GAAP Financial Measures
(Unaudited)
(In thousands)

We believe investors’ understanding of our operating performance is enhanced by disclosing the following non-GAAP financial measures:

• Net income, as adjusted (“Income as adjusted”), which we define as GAAP net income, adjusted for certain significant non-core items that, in management’s opinion, are not indicative of our core operating performance;

• EBITA from continuing operations before extraordinary items, net (“EBITA from continuing operations”), which we define as net income before discontinued operations, income tax expense, interest expense, interest income and amortization;

• EBITA from continuing operations, as adjusted (“EBITA as adjusted”), which we define as EBITA from continuing operations, adjusted for certain significant items that, in management’s opinion, are not indicative of our core operating performance;

• EBITDA from continuing operations before extraordinary items, net (“EBITDA from continuing operations”), which we define as EBITA from continuing operations before depreciation; and

• EBITDA from continuing operations, as adjusted (“EBITDA as adjusted”), which we define as EBITA as adjusted before depreciation.

The significant non-core items for the periods shown are set forth in the tables below. We believe it is helpful to an understanding of our business to assess the effects of these items on our results of operations in order to evaluate our performance from period to period on a more consistent basis. This presentation should not be construed as an indication that similar charges will not recur or that our future results will be unaffected by other charges and gains we consider to be outside the ordinary course of our business.

We present these non-GAAP financial measures primarily as supplemental performance measures because we believe they facilitate operating performance comparisons from period to period and company to company as they exclude certain items that we believe are not representative of our core operations. In addition, we believe that these measures are used by financial analysts as measures of our financial performance and that of other companies in our industry. Because Income as adjusted, EBITA from continuing operations, EBITDA from continuing operations, EBITA as adjusted and EBITDA as adjusted facilitate internal comparisons of our historical financial position and operating performance on a more consistent basis, we also use these measures for business planning and analysis purposes, in measuring our performance relative to that of our competitors and/or in evaluating acquisition opportunities. In addition, we use certain of these measures in establishing incentive compensation goals and/or determining compliance with covenants in our senior credit facility. We use EBITA from continuing operations and EBITA as adjusted in addition to our other non-GAAP measures because they include all aspects of our equipment charges, including both operating leases and depreciation from owned equipment. We believe these are important measures for analyzing our performance because they eliminate the variation related to lease versus purchase decisions on capital equipment. Because Income as adjusted, EBITA from continuing operations, EBITDA from continuing operations, EBITA as adjusted and EBITDA as adjusted have limitations as analytical tools, you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• These measures do not include cash expenditures for capital purchases or contractual commitments;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these measures do not reflect cash requirements for such replacements;

• These measures do not reflect the non-cash costs of our stock-based compensation plans, which are an on-going component of our executive compensation program;

• These measures do not reflect changes in, or cash requirements necessary to service interest or principal payments on, our indebtedness;

• Income as adjusted, EBITA as adjusted and EBITDA as adjusted do not necessarily reflect adjustments for all earnings or charges resulting from matters that we may consider not to be indicative of our core operations; and

• Other companies, including companies in our industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

INFRASOURCE SERVICES, INC. AND SUBSIDIARIES
Reconciliation of GAAP and Non-GAAP Financial Measures
(Unaudited)
(In thousands)

	Three Months Ended			Three Months Ended
	June 30, 2006			June 30, 2007
Net income (GAAP)	$	5,327		$	9,165
Income from discontinued operations (net of tax)		(166	)		(6	)
Amortization of intangible assets relating to purchase accounting		141			57
Stock compensation expenses		569			667
Write-off of deferred financing costs		2,558			—
Merger related costs		—			294
Income as adjusted (a non-GAAP financial measure)	$	8,429		$	10,177

	Three Months Ended			Three Months Ended
	June 30, 2006			June 30, 2007
Net income (GAAP)	$	5,327		$	9,165
Income from discontinued operations (net of tax)		(166	)		(6	)
Income tax expense		3,506			5,863
Interest expense		1,682			1,050
Interest income		(173	)		(144	)
Amortization of intangible assets relating to purchase accounting		237			93
EBITA from continuing operations (a non-GAAP financial measure)		10,413			16,021
Stock compensation expenses		955			1,094
Write-off of deferred financing costs		4,296			—
Merger related costs		—			483
EBITA as adjusted (a non-GAAP financial measure)	$	15,664		$	17,598
Depreciation		6,723			5,503
EBITDA from continuing operations (a non-GAAP financial measure)	$	17,136		$	21,524
EBITDA as adjusted (a non-GAAP financial measure)	$	22,387		$	23,101