(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2007 | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 74-2851603 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Title of Each Class
|
Name of Exchange on Which Registered
|
|
Common Stock, $.00001 par value
Rights to Purchase Series D Junior Participating Preferred Stock (attached to Common Stock) |
New York Stock Exchange
New York Stock Exchange |
Large accelerated filer
þ
|
Accelerated filer o |
Non-accelerated filer
o
(Do not check if smaller reporting company) |
Smaller reporting company o |
2
31
80
106
107
108
ITEM 1.
Business
American Electric Power
AT&T
BC Transmission Corporation
CenterPoint Energy
Comcast
Crosstex Energy Services
Duke Energy
Entergy
Exelon
Florida Power & Light
Georgia Power Company
Lower Colorado River Authority
Nokia
Northeast Utilities System
Pacific Gas and Electric
Puget Sound Energy
San Diego Gas & Electric
Sempra Energy Company
Southern California Edison
Verizon Communications
Westar Energy, Inc.
Wisconsin Public Service
Xcel Energy
3
Table of Contents
4
Table of Contents
5
Table of Contents
6
Table of Contents
focus on growth in our more profitable services and on projects
that have higher margins;
combine overlapping operations of certain operating units;
share pricing, bidding, technology, equipment and best practices
among our operating units;
adjust our costs to match the level of demand for our
services; and
develop and expand the use of management information systems.
installation, repair and maintenance of electric power
transmission lines ranging in capacity from 69,000 volts to
765,000 volts;
installation, repair and maintenance of electric power
distribution networks;
7
Table of Contents
provision of planning services for electric distribution
networks;
energized installation, maintenance and upgrades utilizing
unique bare hand and hot stick methods and our proprietary
robotic arm;
design and construction of independent power producer (IPP)
transmission and substation facilities;
design and construction of substation projects;
installation of fiber optic lines for voice, video and data
transmission on existing electric power infrastructure;
installation of broadband over power line (BPL) technology on
electric distribution networks;
installation and maintenance of joint trench systems, which
include electric power, natural gas and telecommunications
networks in one trench;
trenching and horizontal boring for underground electric power
network installations;
design and installation of wind turbine facilities;
installation of redundant systems, switchyards and transmission
networks for renewable generation power plants such as wind and
solar;
provision of technical strategic consulting for electric
transmission and distribution systems;
cable and fault locating; and
storm damage and other emergency restoration work.
installation and maintenance of gas transmission and
distribution systems;
trenching and horizontal boring for underground gas network
installations;
provision of cathodic protection design and installation
services; and
provision of pipeline testing and integrity services.
fiber optic, copper and coaxial cable installation and
maintenance for video, data and voice transmission;
design, construction and maintenance of DSL networks;
leasing
point-to-point
telecommunications infrastructure through our dark fiber
business;
engineering and erection of cellular, digital,
PCS
®
,
microwave and other wireless communications towers;
design and installation of switching systems for incumbent local
exchange carriers, newly competitive local exchange carriers,
long distance providers and cable television providers;
installation and maintenance of joint trench systems, which
include telecommunication, electric power and natural gas
networks in one trench;
trenching and plowing applications;
horizontal directional boring;
vacuum excavation services;
cable locating;
8
Table of Contents
upgrading power and telecommunications infrastructure for cable
installations;
splicing and testing of fiber optic and copper networks and
balance sweep certification of coaxial networks;
residential installation and customer connects, both analog and
digital, for cable television, telephone and Internet services;
and
storm damage and other emergency restoration work.
design, installation, maintenance and repair of electrical
components, fiber optic cabling and building control and
automation systems;
installation of intelligent traffic networks such as traffic
signals, controllers, connecting signals, variable message
signs, closed circuit television and other monitoring devices
for governments;
installation of cable and control systems for light rail lines,
airports and highways;
provision of specialty rock trenching, rock saw, rock wheel,
directional boring and road milling for industrial and
commercial customers; and
installation of fueling systems.
9
Table of Contents
10
Table of Contents
11
Table of Contents
licensing, permitting and inspection requirements applicable to
electricians and engineers;
building and electrical codes;
permitting and inspection requirements applicable to
construction projects;
regulations relating to worker safety and environmental
protection; and
special bidding, procurement and other requirements on
government projects.
12
Table of Contents
13
Table of Contents
ITEM 1A.
Risk
Factors
variations in the margins of projects performed during any
particular quarter;
a change in the demand for our services caused by severe weather
conditions;
increases in construction and design costs;
the timing and volume of work under contract;
regional or general economic conditions;
the budgetary spending patterns of customers;
the termination of existing agreements;
losses experienced in our operations not otherwise covered by
insurance;
a change in the mix of our customers, contracts and business;
payment risk associated with the financial condition of our
customers;
changes in bonding and lien requirements applicable to existing
and new agreements;
costs we incur to support growth internally or through
acquisitions or otherwise;
14
Table of Contents
the timing and integration of acquisitions; and
the timing and magnitude of acquisition integration costs and
potential goodwill impairments.
15
Table of Contents
16
Table of Contents
expand the range of services we offer to customers to address
their evolving network needs;
attract new customers;
increase the number of projects performed for existing customers;
hire and retain qualified employees; and
expand geographically, including internationally.
17
Table of Contents
18
Table of Contents
failure of acquired companies to achieve the results we expect;
diversion of our managements attention from operational
and other matters;
difficulties integrating the operations and personnel of
acquired companies;
inability to retain key personnel of acquired companies;
risks associated with unanticipated events or
liabilities; and
potential disruptions of our business.
19
Table of Contents
20
Table of Contents
21
Table of Contents
our customers cancel a significant number of contracts or
contracts having significant value;
we fail to win a significant number of our existing contracts
upon re-bid;
we complete a significant number of non-recurring projects and
cannot replace them with similar projects; or
we fail to reduce operating and overhead expenses consistent
with any decrease in our revenue.
22
Table of Contents
23
Table of Contents
24
Table of Contents
25
Table of Contents
26
Table of Contents
our certificate of incorporation permits our Board of Directors
to issue blank check preferred stock and to adopt
amendments to our bylaws;
our bylaws contain restrictions regarding the right of
stockholders to nominate directors and to submit proposals to be
considered at stockholder meetings;
our certificate of incorporation and bylaws restrict the right
of stockholders to call a special meeting of stockholders and to
act by written consent;
we are subject to provisions of Delaware law which prohibit us
from engaging in any of a broad range of business transactions
with an interested stockholder for a period of three
years following the date such stockholder became classified as
an interested stockholder; and
we have adopted a stockholder rights plan that could cause
substantial dilution to a person or group that attempts to
acquire us on terms not approved by our Board of Directors or
permitted by the stockholder rights plan.
ITEM 1B.
Unresolved
Staff Comments
ITEM 2.
Properties
ITEM 3.
Legal
Proceedings
27
Table of Contents
ITEM 4.
Submission
of Matters to a Vote of Security Holders
ITEM 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
High
Low
$
16.09
$
12.24
18.92
14.47
18.02
14.40
20.05
16.32
$
26.04
$
18.66
32.11
25.27
32.58
23.36
33.42
23.58
Number of Shares
Consideration
337,108
Stockholders of
Sale of
acquired
acquired
company
company
28
Table of Contents
(d) Maximum
(c) Total Number
Number of Shares
of Shares Purchased
That May Yet be
as Part of Publicly
Purchased Under
(a) Total Number of
(b) Average Price
Announced Plans or
the Plans or
Shares Purchased
Paid per Share
Programs
Programs
1,268
(i)
$
26.45
None
None
(i)
Represents shares purchased from employees to satisfy tax
withholding obligations in connection with the vesting of
restricted stock awards pursuant to the 2001 Stock Incentive
Plan (as amended and restated March 13, 2003).
29
Table of Contents
AMONG QUANTA SERVICES, INC., THE S & P 500 INDEX,
THE RUSSELL 2000 INDEX AND THE PEER GROUP
Measurement Period
12/31/2002
12/31/2003
12/31/2004
12/31/2005
12/31/2006
12/31/2007
$
100.00
208.57
228.57
376.29
562.00
749.71
$
100.00
128.68
142.69
149.70
173.34
182.87
$
100.00
147.25
174.24
182.18
215.64
212.26
$
100.00
180.62
210.36
242.08
273.52
455.28
ITEM 6.
Selected
Financial Data
30
Table of Contents
Year Ended December 31,
2003
2004
2005
2006
2007(f)
(In thousands, except per share information)
$
1,624,563
$
1,608,577
$
1,842,255
$
2,109,632
$
2,656,036
1,427,405
1,428,646
1,587,556
1,796,916
2,227,289
197,158
179,931
254,699
312,716
428,747
176,912
170,231
186,411
181,478
240,508
367
367
365
363
18,759
6,452
(a)
56,812
(d)
13,427
9,333
67,923
74,063
169,480
(31,822
)
(25,067
)
(23,949
)
(26,822
)
(21,515
)
1,065
2,551
7,416
13,924
19,977
(35,055
)(b)
1,598
(e)
(34
)
(2,481
)
17
235
425
(546
)
(54,866
)
(13,166
)
51,625
63,188
167,362
(18,772
)
(3,689
)
22,446
46,955
34,222
(36,094
)
(9,477
)
29,179
16,233
133,140
(2,109
)(c)
$
(33,985
)
$
(9,477
)
$
29,179
$
16,233
$
133,140
$
(0.31
)
$
(0.08
)
$
0.25
$
0.14
$
0.98
$
(0.31
)
$
(0.08
)
$
0.25
$
0.14
$
0.87
(a)
As part of our 2003 annual goodwill test for impairment,
goodwill of $6.5 million was written off as a non-cash
operating expense associated with the closure of one of our
telecommunications businesses.
(b)
In the fourth quarter of 2003, we recorded a $35.1 million
loss on early extinguishment of debt comprised of make-whole
prepayment premiums, the write-off of certain unamortized debt
issuance costs and other related costs due to the retirement of
our senior secured notes and termination of our then existing
credit facility.
(c)
For the year ended December 31, 2003, we recorded
approximately $2.1 million in forfeitures of dividends on
the Series A Convertible Preferred Stock. During the first
quarter of 2003, all outstanding shares of Series A
Convertible Preferred Stock were converted into shares of common
stock and the series was eliminated during the second quarter of
2003. Any dividends that had accrued on the respective shares of
Series A Convertible Preferred Stock were forfeited and the
dividend accrual was reversed on the date of conversion.
Table of Contents
(d)
As part of our 2006 annual goodwill test for impairment,
goodwill of $56.8 million was written off as a non-cash
operating expense associated with a decrease in the expected
future demand for the services of one of our businesses, which
has historically served the cable television industry.
(e)
In the second quarter of 2006, we recorded a $1.6 million
gain on early extinguishment of debt comprised of the gain from
repurchasing a portion of our 4.0% convertible subordinated
notes, partially offset by costs associated with the related
tender offer for such notes.
(f)
On August 30, 2007, we acquired InfraSource and the results
of InfraSources operations have been included in the
consolidated financial statements subsequent to August 31,
2007.
December 31,
2003
2004
2005
2006
2007 (a)
(In thousands)
$
476,703
$
478,978
$
572,939
$
656,173
$
547,333
1,466,435
1,459,997
1,554,785
1,639,157
3,387,832
58,051
21,863
7,591
442,500
442,500
442,500
413,750
143,750
663,132
663,247
703,738
729,083
2,185,143
(a)
On August 30, 2007, we acquired InfraSource and the results
of InfraSources operations have been included in the
consolidated financial statements subsequent to August 31,
2007.
ITEM 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
32
Table of Contents
33
Table of Contents
34
Table of Contents
Year Ended December 31,
2005
2006
2007
$
1,842,255
100.0
%
$
2,109,632
100.0
%
$
2,656,036
100.0
%
1,587,556
86.2
1,796,916
85.2
2,227,289
83.9
254,699
13.8
312,716
14.8
428,747
16.1
186,411
10.1
181,478
8.6
240,508
9.0
365
363
18,759
0.7
56,812
2.7
67,923
3.7
74,063
3.5
169,480
6.4
(23,949
)
(1.3
)
(26,822
)
(1.2
)
(21,515
)
(0.8
)
7,416
0.4
13,924
0.7
19,977
0.7
1,598
(34
)
235
425
(546
)
51,625
2.8
63,188
3.0
167,362
6.3
22,446
1.2
46,955
2.2
34,222
1.3
$
29,179
1.6
%
$
16,233
0.8
%
$
133,140
5.0
%
35
Table of Contents
36
Table of Contents
37
Table of Contents
38
Table of Contents
39
Table of Contents
40
Table of Contents
41
Table of Contents
42
Table of Contents
43
Table of Contents
Total
2008
2009
2010
2011
2012
Thereafter
$
414,761
$
271,011
$
$
$
$
$
143,750
37,639
14,503
5,391
5,391
5,391
5,391
1,572
189,478
58,712
39,669
30,125
24,662
15,150
21,160
129,080
79,521
48,434
1,125
$
770,958
$
423,747
$
93,494
$
36,641
$
30,053
$
20,541
$
166,482
44
Table of Contents
45
Table of Contents
46
Table of Contents
47
Table of Contents
48
Table of Contents
49
Table of Contents
50
Table of Contents
51
Table of Contents
52
Table of Contents
Projected operating or financial results;
The effects of any acquisitions and divestitures we may make,
including the acquisition of InfraSource;
Expectations regarding our business outlook, growth and capital
expenditures;
The effects of competition in our markets;
The benefits of the Energy Policy Act of 2005;
The current economic conditions and trends in the industries we
serve; and
Our ability to achieve cost savings.
Quarterly variations in our operating results;
Our ability to achieve anticipated savings and synergies from
our Merger with InfraSource;
Unexpected costs or liabilities or other adverse impacts that
may arise as a result of our acquisition of InfraSource,
including the inability to retain key InfraSource personnel;
Adverse changes in economic conditions and trends in relevant
markets;
Delays or cancellations of existing projects and our ability to
effectively compete for new projects;
Our dependence on fixed price contracts and the potential to
incur losses with respect to those contracts;
Estimates relating to our use of
percentage-of-completion
accounting;
53
Table of Contents
Our ability to generate internal growth;
Potential failure of the Energy Policy Act of 2005 to result in
increased spending on the electrical power transmission
infrastructure;
Our ability to attract skilled labor and the retention of key
personnel and qualified employees;
The potential shortage of skilled employees;
Our growth outpacing our infrastructure;
Our ability to successfully identify, complete and integrate
acquisitions, including the acquisition of InfraSource;
The adverse impact of goodwill or other intangible asset
impairments;
Estimates and assumptions in determining our financial results
and backlog;
Beliefs and assumptions about the collectibility of receivables;
Unexpected costs or liabilities that may arise from lawsuits or
indemnity claims related to the services we perform;
Liabilities for claims that are not self-insured or for claims
that our casualty insurance carrier fails to pay;
The financial distress of our casualty insurance carrier that
may require payment for losses that would otherwise be insured;
Potential liabilities relating to occupational health and safety
matters;
Cancellation provisions within our contracts and the risk that
contracts expire and are not renewed or are replaced on less
favorable terms;
The inability of our customers to pay for services following a
bankruptcy or other financial difficulty;
Our ability to obtain performance bonds;
The impact of our unionized workforce on our operations and on
our ability to complete future acquisitions;
Our ability to continue to meet the requirements of the
Sarbanes-Oxley Act of 2002;
Potential exposure to environmental liabilities;
Risks associated with expanding our business in international
markets, including losses that may arise from currency
fluctuations;
Requirements relating to governmental regulation and changes
thereto, including state and federal telecommunication
regulations affecting our dark fiber leasing business;
Rapid technological and structural changes that could reduce the
demand for the services we provide;
The cost of borrowing, availability of credit, debt covenant
compliance, interest rate fluctuations and other factors
affecting our financing and investment activities;
The potential conversion of our outstanding 4.5% Notes or
3.75% Notes into cash
and/or
common stock; and
The other risks and uncertainties as are described under
Item 1A Risk Factors in this report on
Form 10-K
and as may be detailed from time to time in our other public
filings with the SEC.
54
Table of Contents
ITEM 7A.
Quantitative
and Qualitative Disclosures About Market Risk
55
Table of Contents
ITEM 8.
Financial
Statements and Supplementary Data
Page
57
59
60
61
62
63
64
56
Table of Contents
57
Table of Contents
58
Table of Contents
59
Table of Contents
60
Table of Contents
Year Ended December 31,
2005
2006
2007
$
1,842,255
$
2,109,632
$
2,656,036
1,587,556
1,796,916
2,227,289
254,699
312,716
428,747
186,411
181,478
240,508
365
363
18,759
56,812
67,923
74,063
169,480
(23,949
)
(26,822
)
(21,515
)
7,416
13,924
19,977
1,598
(34
)
235
425
(546
)
51,625
63,188
167,362
22,446
46,955
34,222
29,179
16,233
133,140
378
1,250
2,837
$
29,557
$
17,483
$
135,977
$
0.25
$
0.14
$
0.98
0.01
0.01
0.02
$
0.26
$
0.15
$
1.00
115,756
117,027
135,793
$
0.25
$
0.14
$
0.87
0.01
0.02
$
0.25
$
0.15
$
0.89
116,634
117,863
167,260
61
Table of Contents
Year Ended December 31,
2005
2006
2007
$
29,557
$
17,483
$
135,977
56,812
55,041
49,404
55,900
365
363
18,759
3,654
6,473
2,653
3,515
(733
)
5,328
(2,348
)
(2,088
)
34
1,988
1,587
1,216
8,797
(1,666
)
5,597
4,973
6,038
9,362
(3,875
)
(6,275
)
(80,053
)
(70,350
)
(1,037
)
3,904
1,940
(10,212
)
(6,868
)
(3,051
)
6,715
113
(739
)
(15,517
)
55,008
48,218
(14,879
)
2,842
14,706
24,500
(406
)
118
3,467
82,430
120,640
219,240
12,000
9,972
27,498
(42,556
)
(48,452
)
(127,931
)
(20,137
)
511,655
309,055
(511,655
)
(309,055
)
(30,556
)
(38,480
)
(120,570
)
14,000
(27,300
)
(7,500
)
1,244
148,228
6,532
(6,200
)
(142,388
)
(101,159
)
(41
)
(5,966
)
4,284
(875
)
3,875
6,275
846
1,011
10,288
(13,167
)
(2,740
)
(78,939
)
3,663
38,707
79,420
23,394
265,560
304,267
383,687
$
304,267
$
383,687
$
407,081
$
(16,859
)
$
(22,686
)
$
(19,467
)
(2,403
)
(25,667
)
(61,052
)
1,058
2,226
1,704
62
Table of Contents
Accumulated
Limited Vote
Additional
Other
Total
Common Stock
Common Stock
Paid-In
Deferred
Comprehensive
Accumulated
Treasury
Stockholders
Shares
Amount
Shares
Amount
Capital
Compensation
Income
Deficit
Stock
Equity
116,127,551
$
1
1,011,780
$
$
1,083,795
$
(7,217
)
$
$
(398,679
)
$
(14,653
)
$
663,247
674,759
4,284
4,284
238,800
4,204
769
(2,834
)
2,139
111,928
846
846
2,011
2,011
1,654
1,654
29,557
29,557
117,153,038
1
1,011,780
1,096,794
(6,448
)
(369,122
)
(17,487
)
703,738
95,975
(95,975
)
(6,448
)
6,448
235,040
6,038
(5,123
)
915
134,077
1,011
1,011
3,875
3,875
2,061
2,061
17,483
17,483
117,618,130
1
915,805
1,103,331
(351,639
)
(22,610
)
729,083
3,663
3,663
1,471
1,471
49,975,553
1
1,271,574
1,271,575
1,085,452
22,380
22,380
155,634
(155,634
)
348,775
9,362
(5,070
)
4,292
1,072,087
10,288
10,288
6,275
6,275
139
139
135,977
135,977
170,255,631
$
2
760,171
$
$
2,423,349
$
$
3,663
$
(214,191
)
$
(27,680
)
$
2,185,143
63
Table of Contents
1.
BUSINESS
AND ORGANIZATION:
2.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES:
64
Table of Contents
65
Table of Contents
66
Table of Contents
67
Table of Contents
68
Table of Contents
Minimum
Future
Rentals
$
33,033
29,266
22,631
14,927
8,550
32,534
$
140,941
69
Table of Contents
70
Table of Contents
December 31,
2005
$
29,557
3,034
(4,591
)
$
28,000
$
0.26
$
0.25
$
0.24
71
Table of Contents
72
Table of Contents
73
Table of Contents
3.
ACQUISITIONS
74
Table of Contents
August 31,
2007
$
287,819
9,277
213,039
158,840
977,749
1,646,724
203,051
172,099
375,150
$
1,271,574
75
Table of Contents
Year Ended December 31,
2006
2007
$
3,101,937
$
3,262,382
$
465,892
$
521,024
$
280,632
$
321,883
$
40,794
$
43,243
$
26,070
$
126,871
$
27,595
$
129,683
$
0.16
$
0.75
$
0.16
$
0.70
76
Table of Contents
4.
GOODWILL
AND INTANGIBLE ASSETS
Year Ended December 31,
2005
2006
2007
$
387,307
$
387,307
$
330,495
(56,812
)
20,651
1,417
989,845
12,690
$
387,307
$
330,495
$
1,355,098
77
Table of Contents
December 31,
2006
2007
$
2,100
$
104,834
53,242
14,030
1,504
1,504
3,604
173,610
(1,313
)
(4,054
)
(14,274
)
(1,644
)
(843
)
(943
)
(2,156
)
(20,915
)
$
1,448
$
152,695
$
34,865
16,998
12,084
10,940
11,739
66,069
$
152,695
5.
DISCONTINUED
OPERATION
78
Table of Contents
Year Ended December 31,
2005
2006
2007
$
16,371
$
21,406
$
14,695
$
622
$
1,938
$
4,182
6.
PER SHARE
INFORMATION:
Year Ended December 31,
2005
2006
2007
$
29,179
$
16,233
$
133,140
378
1,250
2,837
$
29,557
$
17,483
$
135,977
115,756
117,027
135,793
$
0.25
$
0.14
$
0.98
.01
0.01
0.02
$
0.26
$
0.15
$
1.00
$
29,179
$
16,233
$
133,140
12,795
29,179
16,233
145,935
378
1,250
2,837
$
29,557
$
17,483
$
148,772
79
Table of Contents
Year Ended December 31,
2005
2006
2007
115,756
117,027
135,793
878
836
816
30,651
116,634
117,863
167,260
$
0.25
$
0.14
$
0.87
0.01
0.02
$
0.25
$
0.15
$
0.89
7.
DETAIL OF
CERTAIN BALANCE SHEET ACCOUNTS:
December 31,
2005
2006
2007
$
52,560
$
49,519
$
48,372
1,276
1,988
1,587
1,216
(5,029
)
(2,734
)
(3,291
)
$
49,519
$
48,372
$
47,573
Table of Contents
December 31,
2006
2007
$
622,144
$
1,006,935
65,713
159,667
687,857
1,166,602
(680,458
)
(1,159,781
)
$
7,399
$
6,821
$
36,113
$
72,424
(28,714
)
(65,603
)
$
7,399
$
6,821
Estimated Useful
December 31,
Lives in Years
2006
2007
$
3,024
$
9,028
5-30
14,970
29,984
5-25
529,456
617,654
5-20
99,697
3-7
24,969
34,306
1,273
41,794
573,692
832,463
(296,903
)
(300,178
)
$
276,789
$
532,285
December 31,
2006
2007
$
107,484
$
203,774
57,522
93,509
51,287
57,325
876
17,553
4,569
15,021
4,726
4,097
33,628
5,049
10,805
24,487
$
270,897
$
420,815
81
Table of Contents
8.
DEBT
OBLIGATIONS:
December 31,
2006
2007
$
33,273
$
270,000
269,979
143,750
143,750
1,572
1,032
448,595
414,761
(34,845
)
(271,011
)
$
413,750
$
143,750
82
Table of Contents
83
Table of Contents
84
Table of Contents
$
271,011
143,750
$
414,761
85
Table of Contents
9.
INCOME
TAXES:
Year Ended December 31,
2005
2006
2007
$
10,657
$
44,138
$
24,910
9,885
(1,992
)
5,677
3,134
3,028
501
(1,245
)
536
627
(35
)
1,020
2,437
50
225
70
$
22,446
$
46,955
$
34,222
Year Ended December 31,
2005
2006
2007
$
18,069
$
22,116
$
58,577
1,080
3,837
11
(1,024
)
1,566
3,476
(23,113
)
19,687
(2,577
)
(586
)
(606
)
(1,729
)
1,934
2,054
1,817
(203
)
(8
)
(755
)
$
22,446
$
46,955
$
34,222
86
Table of Contents
December 31,
2006
2007
$
(77,199
)
$
(93,404
)
(9,159
)
(59,057
)
(21,781
)
(24,125
)
(98,980
)
(185,745
)
7,976
16,324
16,401
1,129
48,659
79,501
12,766
9,727
3,212
21,512
90,143
127,064
(10,111
)
(8,238
)
80,032
118,826
$
(18,948
)
$
(66,919
)
December 31,
2006
2007
$
32,695
$
54,431
(20,503
)
(19,934
)
12,192
34,497
47,337
64,395
(78,477
)
(165,811
)
(31,140
)
(101,416
)
$
(18,948
)
$
(66,919
)
87
Table of Contents
$
72,547
9,177
146
1,934
(93
)
(11,658
)
(22,715
)
$
49,338
10.
STOCKHOLDERS
EQUITY:
88
Table of Contents
the tenth day after a public announcement that a person or group
of affiliated or associated persons other than Quanta and
certain exempt persons (an acquiring person) has
acquired beneficial ownership of 15% or more of the total voting
rights of the then outstanding shares of Quantas common
stock; or
the tenth business day following the commencement of a tender or
exchange offer that would result in such person or group
becoming an acquiring person.
89
Table of Contents
Year Ended December 31,
2005
2006
2007
$
29,557
$
17,483
$
135,977
3,663
$
29,557
$
17,483
$
139,640
11.
LONG-TERM
INCENTIVE PLANS:
90
Table of Contents
91
Table of Contents
August 30, 2007
40
%
0
%
4.13 - 4.20
%
8
%
6.25
92
Table of Contents
Weighted
Weighted
Average
Average
Aggregate
Exercise
Remaining
Intrinsic
Price per
Contractual
Value
Options
Share
Life
(In thousands)
1,927,369
$
10.61
(596,461
)
$
10.33
(18,247
)
$
11.73
1,312,661
$
10.73
7.38
$
20,365
1,260,414
$
10.59
7.34
$
19,720
822,953
$
9.29
6.96
$
13,953
As of December 31, 2007
Stock Options Outstanding
Options Exercisable
Weighted
Average
Weighted
Weighted
Number
Remaining
Average
Number
Average
of Stock
Contractual
Exercise
of Stock
Exercise
Options
Life
Price
Options
Price
268,538
5.73
$
3.76
268,538
$
3.76
332,091
7.86
$
9.50
163,087
$
9.64
305,103
6.47
$
10.78
234,726
$
10.82
406,929
8.75
$
16.27
156,602
$
16.07
1,312,661
822,953
93
Table of Contents
Weighted
Average
Grant Date
Fair Value
Shares
(per share)
1,298
$
10.85
434
$
25.72
183
$
27.39
(732
)
$
11.98
(54
)
$
17.37
1,129
$
15.84
94
Table of Contents
Year Ended December 31,
2005
2006
2007
$
4,973
$
6,038
$
7,935
1,427
$
4,973
$
6,038
$
9,362
$
1,689
$
3,274
$
2,142
123
436
4,096
199
165
37
2,011
3,875
6,275
1,939
2,355
3,651
$
3,950
$
6,230
$
9,926
95
Table of Contents
12.
EMPLOYEE
BENEFIT PLANS:
13.
RELATED
PARTY TRANSACTIONS:
14.
COMMITMENTS
AND CONTINGENCIES:
96
Table of Contents
Operating
Leases
$
58,712
39,669
30,125
24,662
15,150
21,160
$
189,478
97
Table of Contents
98
Table of Contents
99
Table of Contents
15.
QUARTERLY
FINANCIAL DATA (UNAUDITED):
For the Three Months Ended
March 31,
June 30,
September 30,
December 31,
$
491,682
$
509,115
$
523,606
$
585,229
58,780
79,829
82,742
91,365
7,859
17,659
22,423
(30,458
)
7,614
17,481
22,299
(31,161
)
$
0.07
$
0.15
$
0.19
$
(0.27
)
$
0.07
$
0.14
$
0.17
$
(0.27
)
$
568,959
$
552,220
$
655,865
$
878,992
77,572
85,247
115,053
150,875
31,204
21,865
49,321
33,587
30,867
21,783
46,950
33,540
$
0.26
$
0.18
$
0.34
$
0.20
$
0.23
$
0.17
$
0.30
$
0.18
16.
SEGMENT
INFORMATION:
100
Table of Contents
Years Ended December 31,
2005
2006
2007
(In thousands)
$
1,071,137
$
1,147,892
$
1,510,881
200,535
290,978
357,141
325,344
364,418
460,868
245,239
306,344
327,146
$
1,842,255
$
2,109,632
$
2,656,036
101
Table of Contents
ITEM 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
ITEM 9A.
Controls
and Procedures
102
Table of Contents
ITEM 9B.
Other
Information
ITEM 10.
Directors,
Executive Officers and Corporate Governance
ITEM 11.
Executive
Compensation
ITEM 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
103
Table of Contents
ITEM 13.
Certain
Relationships and Related Transactions, and Director
Independence
ITEM 14.
Principal
Accountant Fees and Services
ITEM 15.
Exhibits
and Financial Statement Schedules
104
Table of Contents
Exhibit
2
.1
Agreement and Plan of Merger dated as of March 18, 2007, by
and among Quanta Services, Inc., InfraSource Services, Inc. and
Quanta MS Acquisition, Inc. (previously filed as
Exhibit 2.1 to the Companys
8-K
(001-13831)
filed March 19, 2007 and incorporated herein by reference)
3
.1
Restated Certificate of Incorporation (previously filed as
Exhibit 3.3 to the Companys
Form 10-Q
for the quarterly period ended June 30, 2003
(No. 001-13831)
filed August 14, 2003 and incorporated herein by reference)
3
.2
Amended and Restated Bylaws (previously filed as
Exhibit 3.2 to the Companys 2000
Form 10-K
(No. 001-13831)
filed April 2, 2001 and incorporated herein by reference)
4
.1
Form of Common Stock Certificate (previously filed as
Exhibit 4.1 to the Companys Registration Statement on
Form S-1
(No. 333-42957)
and incorporated herein by reference)
4
.2
Amended and Restated Rights Agreement dated as of March 8,
2000 and amended and restated as of October 24, 2002
between Quanta Services, Inc. and American Stock
Transfer & Trust Company, as Rights Agent, which
includes as Exhibit B thereto the Form of Right Certificate
(previously filed as Exhibit 1.1 to the Companys
Form 8-A12B/A
(No. 001-13831)
filed October 25, 2002 and incorporated herein by reference)
4
.3
Subordinated Indenture regarding 4.0% Convertible
Subordinated Debentures dated July 25, 2000 by and between
Quanta Services, Inc. and Chase Bank of Texas, National
Association, as Trustee (previously filed as Exhibit 4.1 to
the Companys
Form 8-K
(No. 001-13831)
filed July 26, 2000 and incorporated herein by reference)
4
.4
First Supplemental Indenture regarding 4.0% Convertible
Subordinated Debentures dated July 25, 2000 by and between
Quanta Services, Inc. and Chase Bank of Texas, National
Association, as Trustee (previously filed as Exhibit 4.2 to
the Companys
Form 8-K
(No. 001-13831)
filed July 26, 2000 and incorporated herein by reference)
4
.5
Indenture regarding 4.5% Convertible Subordinated
Debentures between Quanta Services, Inc. and Wells Fargo Bank,
N.A., Trustee, dated as of October 17, 2003 (previously
filed as Exhibit 4.1 to the Companys
Form 10-Q
for the quarterly period ended September 30, 2003
(No. 001-13831)
filed November 14, 2003 and incorporated herein by
reference)
4
.6
4.5% Convertible Subordinated Debentures Resale
Registration Rights Agreement dated October 17, 2003
(previously filed as Exhibit 10.1 to the Companys
Form 10-Q
for the quarterly period ended September 30, 2003
(No. 001-13831)
filed November 14, 2003 and incorporated herein by
reference)
4
.7
Indenture regarding 3.75% Convertible Subordinated Notes dated
as of May 3, 2006, between Quanta Services, Inc. and Wells
Fargo Bank, National Association, as trustee (previously filed
as Exhibit 99.2 to the Companys
Form 8-K
(001-13831)
filed May 4, 2006 and incorporated herein by reference)
4
.8
Registration Rights Agreement for 3.75% Convertible Subordinated
Notes, dated May 3, 2006, between Quanta Services, Inc.,
Banc of America Securities LLC, J.P. Morgan Securities Inc.
and Credit Suisse Securities (USA) LLC (previously filed as
Exhibit 99.1 to the Companys
Form 8-K
(No. 001-13831)
filed May 4, 2006 and incorporated herein by reference)
10
.1*
1999 Employee Stock Purchase Plan (previously filed as
Exhibit 4 to the Companys
Form S-8
(No. 333-86375)
filed September 1, 1999 and incorporated herein by
reference)
10
.2*
Amendment No. 1 to 1999 Employee Stock Purchase Plan
(previously filed as Exhibit 10.1 to the Companys
Form S-8
(No. 333-86375)
filed August 20, 2004 and incorporated herein by reference)
10
.3*
2001 Stock Incentive Plan as amended and restated March 13,
2003 (previously filed as Exhibit 10.43 to the
Companys
Form 10-Q
for the quarterly period ended March 31, 2003
(No. 001-13831)
filed May 15, 2003 and incorporated herein by reference)
10
.4*
2001 Stock Incentive Plan Form of Current Employee Restricted
Stock Agreement (previously filed as Exhibit 10.1 to the
Companys
Form 8-K
(No. 001-13831)
filed March 4, 2005 and incorporated herein by reference)
10
.5*
2001 Stock Incentive Plan Form of Director Restricted Stock
Agreement (previously filed as Exhibit 10.4 to the
Companys 2004
Form 10-K
(No. 001-13831)
filed March 16, 2005 and incorporated herein by reference)
105
Table of Contents
Exhibit
10
.6*
2001 Stock Incentive Plan Form of New Employee Restricted Stock
Agreement (previously filed as Exhibit 10.5 to the
Companys 2004
Form 10-K
(No. 001-13831)
filed March 16, 2005 and incorporated herein by reference)
10
.7*
First Amendment to Quanta Services, Inc. 2001 Stock Incentive
Plan, as amended and restated March 13, 2003 (previously
filed as Exhibit 99.1 to the Companys
Form 8-K
(001-13831)
filed April 23, 2007 and incorporated herein by reference)
10
.8*
Quanta Services, Inc. 2007 Stock Incentive Plan (previously
filed as Exhibit 99.1 to the Companys
Form 8-K
(001-13831)
filed May 29, 2007 and incorporated herein by reference)
10
.9*
Quanta Services, Inc. 2007 Stock Incentive Plan Form of
Employee/Consultant Restricted Stock Agreement (previously filed
as Exhibit 99.2 to the Companys
Form 8-K
(001-13831)
filed May 29, 2007 and incorporated herein by reference)
10
.10*
Quanta Services, Inc. 2007 Stock Incentive Plan Form of
Non-Employee Director Restricted Stock Agreement (previously
filed as Exhibit 99.3 to the Companys
Form 8-K
(001-13831)
filed May 29, 2007 and incorporated herein by reference)
10
.11*
InfraSource Services, Inc. 2003 Omnibus Stock Incentive Plan, as
amended (incorporated by reference to Exhibit 10.5 to
InfraSource Services Registration Statement on
Form S-1
(Registration
No. 333-112375)
filed on January 30, 2004 and incorporated herein by
reference)
10
.12*
InfraSource Services, Inc. 2004 Omnibus Stock Incentive Plan, as
amended (incorporated by reference to Exhibit 10.1 to
InfraSource Services
Form 8-K
(Registration
No. 001-32164)
filed on November 14, 2006 and incorporated herein by
reference)
10
.13*
Amendment No. 1 to Employment Agreement between Quanta
Services, Inc. and John R. Colson dated June 1, 2002
(previously filed as Exhibit 10.42 to the Companys
2002
Form 10-K
(No. 001-13831)
filed March 31, 2003 and incorporated herein by reference)
10
.14*
Employment Agreement, dated as of May 21, 2003, by and
between Quanta Services, Inc. and John R. Colson (previously
filed as Exhibit 10.44 to the Companys
Form 10-Q
for the quarterly period ended June 30, 2003
(No. 001-13831)
filed August 14, 2003 and incorporated herein by reference)
10
.15*
Employment Agreement, dated as of May 21, 2003, by and
between Quanta Services, Inc. and James H. Haddox (previously
filed as Exhibit 10.45 to the Companys
Form 10-Q
for the quarterly period June 30, 2003
(No. 001-13831)
filed August 14, 2003 and incorporated herein by reference)
10
.16*
Employment Agreement, dated as of May 21, 2003, by and
between Quanta Services, Inc. and John R. Wilson (previously
filed as Exhibit 10.46 to the Companys
Form 10-Q
for the quarterly period ended June 30, 2003
(No. 001-13831)
filed August 14, 2003 and incorporated herein by reference)
10
.17*
Employment Agreement, dated as of June 1, 2004, by and
between Quanta Services, Inc. and Kenneth W. Trawick (previously
filed as Exhibit 10.1 to the Companys
Form 10-Q
for the quarterly period ended June 30, 2004
(No. 001-13831)
filed August 9, 2004 and incorporated herein by reference)
10
.18*
Amendment No. 1 to Employment Agreement dated as of
March 17, 2007, by and between Quanta Services, Inc. and
Kenneth W. Trawick (previously filed as Exhibit 10.1 to the
Companys
Form 8-K
(001-13831)
filed March 19, 2007 and incorporated herein by reference)
10
.19*
Amended and Restated Management Agreement by and between
InfraSource Services, Inc. and David R. Helwig dated
December 29, 2006 (previously filed as Exhibit 10.1 to
InfraSource Services
Form 8-K
(001-32164)
filed January 5, 2007 and incorporated herein by reference)
10
.20*
Amendment No. 1 to Amended and Restated Management
Agreement by and between InfraSource Services, Inc. and David R.
Helwig dated August 30, 2007 (previously filed as
Exhibit 10.8 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.21*
Amendment No. 1 to Amended and Restated Management
Agreement by and between InfraSource Services, Inc. and Terence
R. Montgomery dated August 30, 2007 (previously filed as
Exhibit 10.9 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.22*
Amendment No. 1 to Amended and Restated Management
Agreement by and between InfraSource Services, Inc. and R. Barry
Sauder dated August 30, 2007 (previously filed as
Exhibit 10.10 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
Table of Contents
Exhibit
10
.23
Purchase Agreement, dated April 26, 2006, by and among
Quanta Services, Inc., Banc of America Securities LLC,
J.P. Morgan Securities Inc. and Credit Suisse Securities
(USA) LLC (previously filed as Exhibit 99.1 to the
Companys
Form 8-K
(No. 001-13831)
filed May 2, 2006 and incorporated herein by reference)
10
.24
Amended and Restated Credit Agreement, dated as of June 12,
2006, among Quanta Services, Inc., as Borrower, the subsidiaries
of Quanta Services, Inc. identified therein, as Guarantors, Bank
of America, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer, and the Lenders party thereto (previously filed as
Exhibit 99.1 to the Companys
Form 8-K
(No. 001-13831)
filed June 15, 2006 and incorporated herein by reference)
10
.25
First Amendment to Amended and Restated Credit Agreement, dated
as of August 30, 2007, among Quanta Services, Inc., as
Borrower, the subsidiaries of Quanta Services, Inc. identified
therein, as Guarantors, Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer, and the Lenders party
thereto (previously filed as Exhibit 10.1 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.26
Second Amendment to Amended and Restated Credit Agreement, dated
as of September 19, 2007, among Quanta Services, Inc., as
Borrower, the subsidiaries of Quanta Services, Inc. identified
therein, as Guarantors, Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer, and the Lenders party
thereto (previously filed as Exhibit 10.1 to Quantas
Form 8-K
(001-13831)
filed September 25, 2007 and incorporated herein by
reference)
10
.27
Amended and Restated Security Agreement, dated as of
June 12, 2006, among Quanta Services, Inc., the other
Debtors identified therein and Bank of America, N.A., as
Administrative Agent for the Lenders (previously filed as
Exhibit 99.2 to the Companys
Form 8-K
(No. 001-13831)
filed June 15, 2006 and incorporated herein by reference)
10
.28
Amended and Restated Pledge Agreement, dated as of June 12,
2006, among Quanta Services, Inc., the other Pledgors identified
therein and Bank of America, N.A., as Administrative Agent for
the Lenders (previously filed as Exhibit 99.3 to the
Companys
Form 8-K
(No. 001-13831)
filed June 15, 2006 and incorporated herein by reference)
10
.29
First Amendment to Amended and Restated Pledge Agreement, dated
as of August 30, 2007, among Quanta Services, Inc., the
other Pledgors identified therein and Bank of America, N.A., as
Administrative Agent for the Lenders (previously filed as
Exhibit 10.2 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.30
Assignment and Assumption Agreement dated as of August 30,
2007, by and between InfraSource Services, Inc. and Quanta
Services, Inc. (previously filed as Exhibit 10.3 to
Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.31
Underwriting, Continuing Indemnity and Security Agreement dated
as of March 14, 2005 by Quanta Services, Inc. and the
subsidiaries and affiliates of Quanta Services, Inc. identified
therein, in favor of Federal Insurance Company (previously filed
as Exhibit 10.1 to the Companys
Form 8-K
(No. 001-13831)
filed March 16, 2005 and incorporated herein by reference)
10
.32
Intercreditor Agreement dated March 14, 2005 by and between
Federal Insurance Company and Bank of America, N.A., as Lender
Agent on behalf of the other Lender Parties (under the
Companys Credit Agreement dated as of December 19,
2003, as amended) and agreed to by Quanta Services, Inc. and the
subsidiaries and affiliates of Quanta Services, Inc. identified
therein (previously filed as Exhibit 10.2 to the
Companys
Form 8-K
(No. 001-13831)
filed March 16, 2005 and incorporated herein by reference)
10
.33
Joinder Agreement and Amendment to Underwriting, Continuing
Indemnity and Security Agreement, dated as of November 28,
2006, among American Home Assurance Company, National Union Fire
Insurance Company of Pittsburgh, Pa., The Insurance Company of
the State of Pennsylvania, Federal Insurance Company, Quanta
Services, Inc., and the other Indemnitors identified therein
(previously filed as Exhibit 99.1 to the Companys
Form 8-K
(No. 001-13831)
filed December 4, 2006 and incorporated herein by
reference)
Table of Contents
Exhibit
10
.34
Second Amendment to Underwriting, Continuing Indemnity and
Security Agreement, dated as of January 9, 2008, among
American Home Assurance Company, National Union Fire Insurance
Company of Pittsburgh, Pa., The Insurance Company of the State
of Pennsylvania, Federal Insurance Company, Quanta Services,
Inc., and the other Indemnitors identified therein (filed herein)
10
.35*
Director Compensation Summary to be effective as of the 2007
Annual Meeting of the Board of Directors (previously filed as
Exhibit 10.28 to the Companys 2006
Form 10-K
(no. 001-13831)
filed February 28, 2007 and incorporated herein by
reference)
10
.36*
2007 Incentive Bonus Plan (previously filed as Exhibit 10.1
to the Companys
Form 10-Q
for the quarterly period ended March 31, 2007
(No. 001-13831)
filed May 9, 2007 and incorporated herein by reference)
10
.37*
Form of Indemnity Agreement (previously filed as
Exhibit 10.1 to the Companys
Form 8-K
(No. 001-13831)
filed May 31, 2005 and incorporated herein by reference)
21
.1
Subsidiaries (filed herewith)
23
.1
Consent of PricewaterhouseCoopers LLP (filed herewith)
31
.1
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
of the Exchange Act (filed herewith)
31
.2
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a)
of the Exchange Act (filed herewith)
32
.1
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished herewith)
*
Management contracts or compensatory plans or arrangements
Filed or furnished with this Annual Report on
Form 10-K
Table of Contents
By:
Chief Executive Officer, Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Vice President, Controller and
Chief Accounting Officer
Director
Director
Director
Director
109
Table of Contents
Director
Director
Director
Director
Director
Director
Director
Director
Director
110
Table of Contents
Exhibit
2
.1
Agreement and Plan of Merger dated as of March 18, 2007, by
and among Quanta Services, Inc., InfraSource Services, Inc. and
Quanta MS Acquisition, Inc. (previously filed as
Exhibit 2.1 to the Companys
8-K
(001-13831)
filed March 19, 2007 and incorporated herein by reference)
3
.1
Restated Certificate of Incorporation (previously filed as
Exhibit 3.3 to the Companys
Form 10-Q
for the quarterly period ended June 30, 2003
(No. 001-13831)
filed August 14, 2003 and incorporated herein by reference)
3
.2
Amended and Restated Bylaws (previously filed as
Exhibit 3.2 to the Companys 2000
Form 10-K
(No. 001-13831)
filed April 2, 2001 and incorporated herein by reference)
4
.1
Form of Common Stock Certificate (previously filed as
Exhibit 4.1 to the Companys Registration Statement on
Form S-1
(No. 333-42957)
and incorporated herein by reference)
4
.2
Amended and Restated Rights Agreement dated as of March 8,
2000 and amended and restated as of October 24, 2002
between Quanta Services, Inc. and American Stock
Transfer & Trust Company, as Rights Agent, which
includes as Exhibit B thereto the Form of Right Certificate
(previously filed as Exhibit 1.1 to the Companys
Form 8-A12B/A
(No. 001-13831)
filed October 25, 2002 and incorporated herein by reference)
4
.3
Subordinated Indenture regarding 4.0% Convertible
Subordinated Debentures dated July 25, 2000 by and between
Quanta Services, Inc. and Chase Bank of Texas, National
Association, as Trustee (previously filed as Exhibit 4.1 to
the Companys
Form 8-K
(No. 001-13831)
filed July 26, 2000 and incorporated herein by reference)
4
.4
First Supplemental Indenture regarding 4.0% Convertible
Subordinated Debentures dated July 25, 2000 by and between
Quanta Services, Inc. and Chase Bank of Texas, National
Association, as Trustee (previously filed as Exhibit 4.2 to
the Companys
Form 8-K
(No. 001-13831)
filed July 26, 2000 and incorporated herein by reference)
4
.5
Indenture regarding 4.5% Convertible Subordinated
Debentures between Quanta Services, Inc. and Wells Fargo Bank,
N.A., Trustee, dated as of October 17, 2003 (previously
filed as Exhibit 4.1 to the Companys
Form 10-Q
for the quarterly period ended September 30, 2003
(No. 001-13831)
filed November 14, 2003 and incorporated herein by
reference)
4
.6
4.5% Convertible Subordinated Debentures Resale
Registration Rights Agreement dated October 17, 2003
(previously filed as Exhibit 10.1 to the Companys
Form 10-Q
for the quarterly period ended September 30, 2003
(No. 001-13831)
filed November 14, 2003 and incorporated herein by
reference)
4
.7
Indenture regarding 3.75% Convertible Subordinated Notes, dated
as of May 3, 2006, between Quanta Services, Inc. and Wells
Fargo Bank, National Association, as trustee (previously filed
as Exhibit 99.2 to the Companys
Form 8-K
(001-13831)
filed May 4, 2006 and incorporated herein by reference)
4
.8
Registration Rights Agreement for 3.75% Convertible Subordinated
Notes, dated May 3, 2006, between Quanta Services, Inc.,
Banc of America Securities LLC, J.P. Morgan Securities Inc.
and Credit Suisse Securities (USA) LLC (previously filed as
Exhibit 99.1 to the Companys
Form 8-K
(No. 001-13831)
filed May 4, 2006 and incorporated herein by reference)
10
.1*
1999 Employee Stock Purchase Plan (previously filed as
Exhibit 4 to the Companys
Form S-8
(No. 333-86375)
filed September 1, 1999 and incorporated herein by
reference)
10
.2*
Amendment No. 1 to 1999 Employee Stock Purchase Plan
(previously filed as Exhibit 10.1 to the Companys
Form S-8
(No. 333-86375)
filed August 20, 2004 and incorporated herein by reference)
10
.3*
2001 Stock Incentive Plan as amended and restated March 13,
2003 (previously filed as Exhibit 10.43 to the
Companys
Form 10-Q
for the quarterly period ended March 31, 2003
(No. 001-13831)
filed May 15, 2003 and incorporated herein by reference)
10
.4*
2001 Stock Incentive Plan Form of Current Employee Restricted
Stock Agreement (previously filed as Exhibit 10.1 to the
Companys
Form 8-K
(No. 001-13831)
filed March 4, 2005 and incorporated herein by reference)
10
.5*
2001 Stock Incentive Plan Form of Director Restricted Stock
Agreement (previously filed as Exhibit 10.4 to the
Companys 2004
Form 10-K
(No. 001-13831)
filed March 16, 2005 and incorporated herein by reference)
Table of Contents
Exhibit
10
.6*
2001 Stock Incentive Plan Form of New Employee Restricted Stock
Agreement (previously filed as Exhibit 10.5 to the
Companys 2004
Form 10-K
(No. 001-13831)
filed March 16, 2005 and incorporated herein by reference)
10
.7*
First Amendment to Quanta Services, Inc. 2001 Stock Incentive
Plan, as amended and restated March 13, 2003 (previously
filed as Exhibit 99.1 to the Companys
Form 8-K
(001-13831)
filed April 23, 2007 and incorporated herein by reference)
10
.8*
Quanta Services, Inc. 2007 Stock Incentive Plan (previously
filed as Exhibit 99.1 to the Companys
Form 8-K
(001-13831)
filed May 29, 2007 and incorporated herein by reference)
10
.9*
Quanta Services, Inc. 2007 Stock Incentive Plan Form of
Employee/Consultant Restricted Stock Agreement (previously filed
as Exhibit 99.2 to the Companys
Form 8-K
(001-13831)
filed May 29, 2007 and incorporated herein by reference)
10
.10*
Quanta Services, Inc. 2007 Stock Incentive Plan Form of
Non-Employee Director Restricted Stock Agreement (previously
filed as Exhibit 99.3 to the Companys
Form 8-K
(001-13831)
filed May 29, 2007 and incorporated herein by reference)
10
.11*
InfraSource Services, Inc. 2003 Omnibus Stock Incentive Plan, as
amended (incorporated by reference to Exhibit 10.5 to
InfraSource Services Registration Statement on
Form S-1
(Registration
No. 333-112375)
filed on January 30, 2004 and incorporated herein by
reference)
10
.12*
InfraSource Services, Inc. 2004 Omnibus Stock Incentive Plan, as
amended (incorporated by reference to Exhibit 10.1 to
InfraSource Services
Form 8-K
(Registration
No. 001-32164)
filed on November 14, 2006 and incorporated herein by
reference)
10
.13*
Amendment No. 1 to Employment Agreement between Quanta
Services, Inc. and John R. Colson dated June 1, 2002
(previously filed as Exhibit 10.42 to the Companys
2002
Form 10-K
(No. 001-13831)
filed March 31, 2003 and incorporated herein by reference)
10
.14*
Employment Agreement, dated as of May 21, 2003, by and
between Quanta Services, Inc. and John R. Colson (previously
filed as Exhibit 10.44 to the Companys
Form 10-Q
for the quarterly period ended June 30, 2003
(No. 001-13831)
filed August 14, 2003 and incorporated herein by reference)
10
.15*
Employment Agreement, dated as of May 21, 2003, by and
between Quanta Services, Inc. and James H. Haddox (previously
filed as Exhibit 10.45 to the Companys
Form 10-Q
for the quarterly period June 30, 2003
(No. 001-13831)
filed August 14, 2003 and incorporated herein by reference)
10
.16*
Employment Agreement, dated as of May 21, 2003, by and
between Quanta Services, Inc. and John R. Wilson (previously
filed as Exhibit 10.46 to the Companys
Form 10-Q
for the quarterly period ended June 30, 2003
(No. 001-13831)
filed August 14, 2003 and incorporated herein by reference)
10
.17*
Employment Agreement, dated as of June 1, 2004, by and
between Quanta Services, Inc. and Kenneth W. Trawick (previously
filed as Exhibit 10.1 to the Companys
Form 10-Q
for the quarterly period ended June 30, 2004
(No. 001-13831)
filed August 9, 2004 and incorporated herein by reference)
10
.18*
Amendment No. 1 to Employment Agreement dated as of
March 17, 2007, by and between Quanta Services, Inc. and
Kenneth W. Trawick (previously filed as Exhibit 10.1 to the
Companys
Form 8-K
(001-13831)
filed March 19, 2007 and incorporated herein by reference)
10
.19*
Amended and Restated Management Agreement by and between
InfraSource Services, Inc. and David R. Helwig dated
December 29, 2006 (previously filed as Exhibit 10.1 to
InfraSource Services
Form 8-K
(001-32164)
filed January 5, 2007 and incorporated herein by reference)
10
.20*
Amendment No. 1 to Amended and Restated Management
Agreement by and between InfraSource Services, Inc. and David R.
Helwig dated August 30, 2007 (previously filed as
Exhibit 10.8 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.21*
Amendment No. 1 to Amended and Restated Management
Agreement by and between InfraSource Services, Inc. and Terence
R. Montgomery dated August 30, 2007 (previously filed as
Exhibit 10.9 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.22*
Amendment No. 1 to Amended and Restated Management
Agreement by and between InfraSource Services, Inc. and R. Barry
Sauder dated August 30, 2007 (previously filed as
Exhibit 10.10 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
Table of Contents
Exhibit
10
.23
Purchase Agreement, dated April 26, 2006, by and among
Quanta Services, Inc., Banc of America Securities LLC,
J.P. Morgan Securities Inc. and Credit Suisse Securities
(USA) LLC (previously filed as Exhibit 99.1 to the
Companys
Form 8-K
(No. 001-13831)
filed May 2, 2006 and incorporated herein by reference)
10
.24
Amended and Restated Credit Agreement, dated as of June 12,
2006, among Quanta Services, Inc., as Borrower, the subsidiaries
of Quanta Services, Inc. identified therein, as Guarantors, Bank
of America, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer, and the Lenders party thereto (previously filed as
Exhibit 99.1 to the Companys
Form 8-K
(No. 001-13831)
filed June 15, 2006 and incorporated herein by reference)
10
.25
First Amendment to Amended and Restated Credit Agreement, dated
as of August 30, 2007, among Quanta Services, Inc., as
Borrower, the subsidiaries of Quanta Services, Inc. identified
therein, as Guarantors, Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer, and the Lenders party
thereto (previously filed as Exhibit 10.1 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.26
Second Amendment to Amended and Restated Credit Agreement, dated
as of September 19, 2007, among Quanta Services, Inc., as
Borrower, the subsidiaries of Quanta Services, Inc. identified
therein, as Guarantors, Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer, and the Lenders party
thereto (previously filed as Exhibit 10.1 to Quantas
Form 8-K
(001-13831)
filed September 25, 2007 and incorporated herein by
reference)
10
.27
Amended and Restated Security Agreement, dated as of
June 12, 2006, among Quanta Services, Inc., the other
Debtors identified therein and Bank of America, N.A., as
Administrative Agent for the Lenders (previously filed as
Exhibit 99.2 to the Companys
Form 8-K
(No. 001-13831)
filed June 15, 2006 and incorporated herein by reference)
10
.28
Amended and Restated Pledge Agreement, dated as of June 12,
2006, among Quanta Services, Inc., the other Pledgors identified
therein and Bank of America, N.A., as Administrative Agent for
the Lenders (previously filed as Exhibit 99.3 to the
Companys
Form 8-K
(No. 001-13831)
filed June 15, 2006 and incorporated herein by reference)
10
.29
First Amendment to Amended and Restated Pledge Agreement, dated
as of August 30, 2007, among Quanta Services, Inc., the
other Pledgors identified therein and Bank of America, N.A., as
Administrative Agent for the Lenders (previously filed as
Exhibit 10.2 to Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.30
Assignment and Assumption Agreement dated as of August 30,
2007, by and between InfraSource Services, Inc. and Quanta
Services, Inc. (previously filed as Exhibit 10.3 to
Quantas
Form 8-K
(001-13831)
filed September 6, 2007 and incorporated herein by
reference)
10
.31
Underwriting, Continuing Indemnity and Security Agreement dated
as of March 14, 2005 by Quanta Services, Inc. and the
subsidiaries and affiliates of Quanta Services, Inc. identified
therein, in favor of Federal Insurance Company (previously filed
as Exhibit 10.1 to the Companys
Form 8-K
(No. 001-13831)
filed March 16, 2005 and incorporated herein by reference)
10
.32
Intercreditor Agreement dated March 14, 2005 by and between
Federal Insurance Company and Bank of America, N.A., as Lender
Agent on behalf of the other Lender Parties (under the
Companys Credit Agreement dated as of December 19,
2003, as amended) and agreed to by Quanta Services, Inc. and the
subsidiaries and affiliates of Quanta Services, Inc. identified
therein (previously filed as Exhibit 10.2 to the
Companys
Form 8-K
(No. 001-13831)
filed March 16, 2005 and incorporated herein by reference)
10
.33
Joinder Agreement and Amendment to Underwriting, Continuing
Indemnity and Security Agreement, dated as of November 28,
2006, among American Home Assurance Company, National Union Fire
Insurance Company of Pittsburgh, Pa., The Insurance Company of
the State of Pennsylvania, Federal Insurance Company, Quanta
Services, Inc., and the other Indemnitors identified therein
(previously filed as Exhibit 99.1 to the Companys
Form 8-K
(No. 001-13831)
filed December 4, 2006 and incorporated herein by reference)
10
.34
Second Amendment to Underwriting, Continuing Indemnity and
Security Agreement, dated as of January 9, 2008, among
American Home Assurance Company, National Union Fire Insurance
Company of Pittsburgh, Pa., The Insurance Company of the State
of Pennsylvania, Federal Insurance Company, Quanta Services,
Inc., and the other Indemnitors identified therein (filed
herein)
Table of Contents
Exhibit
10
.35*
Director Compensation Summary to be effective as of the 2007
Annual Meeting of the Board of Directors (previously filed as
Exhibit 10.28 to the Companys 2006
Form 10-K
(no. 001-13831)
filed February 28, 2007 and incorporated herein by
reference)
10
.36*
2007 Incentive Bonus Plan (previously filed as Exhibit 10.1
to the Companys
Form 10-Q
for the quarterly period ended March 31, 2007
(No. 001-13831)
filed May 9, 2007 and incorporated herein by reference)
10
.37*
Form of Indemnity Agreement (previously filed as
Exhibit 10.1 to the Companys
Form 8-K
(No. 001-13831)
filed May 31, 2005 and incorporated herein by reference)
21
.1
Subsidiaries (filed herewith)
23
.1
Consent of PricewaterhouseCoopers LLP (filed herewith)
31
.1
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
of the Exchange Act (filed herewith)
31
.2
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a)
of the Exchange Act (filed herewith)
32
.1
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished herewith)
*
Management contracts or compensatory plans or arrangements
Filed or furnished with this Annual Report on
Form 10-K
1
2
3
4
5
SURETY:
FEDERAL INSURANCE COMPANY |
||||
By: | /s/ James E. Altman | |||
Name: | James E. Altman | |||
Title: | Vice President |
6
AMERICAN HOME ASSURANCE COMPANY
|
||||
By: | /s/ Vincent P. Forte | |||
Name: | Vincent P. Forte | |||
Title: | Vice President | |||
NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA. |
||||
By: | /s/ Vincent P. Forte | |||
Name: | Vincent P. Forte | |||
Title: | Vice President | |||
THE INSURANCE COMPANY OF THE STATE
OF PENNSYLVANIA |
||||
By: | /s/ Vincent P. Forte | |||
Name: | Vincent P. Forte | |||
Title: | Vice President | |||
PRINCIPAL/INDEMNITORS:
QUANTA SERVICES, INC. |
||||
By: | /s/ Darren B. Miller | |||
Name: | Darren B. Miller | |||
Title: | Vice President-Information Technology and Administration | |||
7
ADVANCED TECHNOLOGIES AND
INSTALLATION CORPORATION ALLTECK LINE CONTRACTORS (USA), INC. ARBY CONSTRUCTION, INC. AUSTIN TRENCHER, INC. BRADFORD BROTHERS, INCORPORATED CCLC, INC. CMI SERVICES, INC. CONTI COMMUNICATIONS, INC. CROCE ELECTRIC COMPANY, INC. DILLARD SMITH CONSTRUCTION COMPANY FIBER TECHNOLOGIES, INC. FIVE POINTS CONSTRUCTION CO. GLOBAL ENERCOM MANAGEMENT, INC. GOLDEN STATE UTILITY CO. H.L. CHAPMAN PIPELINE CONSTRUCTION, INC. INTERMOUNTAIN ELECTRIC, INC. IRBY CONSTRUCTION COMPANY MANUEL BROS., INC. MEARS GROUP, INC. MEJIA PERSONNEL SERVICES, INC. METRO UNDERGROUND SERVICES, INC. OF ILLINOIS NETWORK ELECTRIC COMPANY NORTH SKY COMMUNICATIONS, INC. PAR ELECTRICAL CONTRACTORS, INC. PARKSIDE SITE & UTILITY COMPANY CORPORATION PARKSIDE UTILITY CONSTRUCTION CORP. POTELCO, INC. PROFESSIONAL TELECONCEPTS, INC. (IL) PROFESSIONAL TELECONCEPTS, INC. (NY) QUANTA DELAWARE, INC. QUANTA GOVERNMENT SERVICES, INC. QUANTA GOVERNMENT SOLUTIONS, INC. QUANTA UTILITY INSTALLATION COMPANY, INC. |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President |
8
QUANTA UTILITY SERVICESGULF STATES,
INC. R.A. WAFFENSMITH & CO., INC. SOUTHWEST TRENCHING COMPANY, INC. SPALJ CONSTRUCTION COMPANY SUMTER UTILITIES, INC. THE RYAN COMPANY, INC. TOM ALLEN CONSTRUCTION COMPANY TRAWICK CONSTRUCTION COMPANY, INC. TTM, INC. UNDERGROUND CONSTRUCTION CO., INC. UTILITY LINE MANAGEMENT SERVICES, INC. VCI TELCOM, INC. W.C. COMMUNICATIONS, INC. |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
MEARS/CPG LLC
MEARS ENGINEERING/ LLC MEARS/HDD, LLC MEARS SERVICES LLC By: Mears Group, Inc., the Sole Member of each of the foregoing limited liability companies |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
OKAY CONSTRUCTION COMPANY, LLC
By: Spalj Construction Company, its Sole Member |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President |
9
QUANTA UTILITY SERVICES, LLC
By: Mejia Personnel Services, Inc., its Sole Member |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
TJADER, L.L.C.
By: Spalj Construction Company, its Sole Member |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
DIGCO UTILITY CONSTRUCTION, L.P.
LINDSEY ELECTRIC, L.P. NORTH HOUSTON POLE LINE, L.P. By: Mejia Personnel Services, Inc., the General Partner of each of the foregoing limited partnerships |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
QUANTA SERVICES MANAGEMENT
PARTNERSHIP, L.P.
By: QSI, Inc., its General Partner |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President |
10
TRANS TECH ELECTRIC, L.P.
By: TTGP, Inc., its General Partner |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
11
NEW INDEMNITORS:
CAN-FER CONSTRUCTION COMPANY DACON CALIFORNIA, INC. DASHIELL CALIFORNIA, INC. INFRASOURCE POWER CALIFORNIA, INC. INFRASOURCE TRANSMISSION SERVICES COMPANY INFRASOURCE UNDERGROUND CONSTRUCTION, INC. INFRASOURCE UNDERGROUND CONSTRUCTION CALIFORNIA, INC. INFRASOURCE UNDERGROUND SERVICES CANADA, INC. |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
M.J. ELECTRIC CALIFORNIA, INC.
|
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
BLAIR PARK SERVICES, LLC
|
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
INFRASOURCE DACON, LLC
|
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President |
12
INFRASOURCE DASHIELL, LLC
|
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
INFRASOURCE POWER, LLC
|
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
INFRASOURCE TELECOMMUNICATION
SERVICES, LLC |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
INFRASOURCE UNDERGROUND CONSTRUCTION, LLC
|
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
INFRASOURCE UNDERGROUND CONSTRUCTION SERVICES, LLC
|
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President |
13
INFRASOURCE UNDERGROUND INSTALLATION, LLC
|
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
M.J. ELECTRIC, LLC
|
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
SPECTRUM CONSTRUCTION CONTRACTING, L.L.C.
By: Conti Communications, Inc., its Sole Member |
||||
By: | /s/ Tana Pool | |||
Name: | Tana L. Pool | |||
Title: | Vice President | |||
14
Location of Chief
Jurisdiction
Executive Office and
of
Principal Place of
Prior Names or
Principal
Formation
Business
Tax ID No.
Trade Names
Delaware
1360 Post Oak Blvd., Suite
2100
Houston, TX 77056
74-2851603
None
Washington
655 Glennville
Richardson, TX 75081
91-1528002
Telecom Network
Specialists, Inc.
JT Communications, Inc.
Washington
4940 Still Creek Avenue
Burnaby, British Columbia
Canada, V5C 4E4
98-0198185
None
Delaware
19705 W. Lincoln Avenue
New Berlin, WI 53146
76-0605516
S.K.S. Pipeliners, LLC
Delaware
9250 FM 2243
Leander, TX 78641
76-0598342
None
LLC
Delaware
100 West Sixth Street Suite
300
Media, PA 19063
20-5566110
InfraSource Wireless
(DE, MA, NJ, NY, PA,
RI, VA, WV, DC)
Blair Park Services,
Inc.
Incorporated
North Carolina
11712 Statesville Road
Huntersville, NC 28078
56-0861169
Lake Norman Pipeline,
LLC
Company
Texas
11031 Grissom Lane
Dallas, TX 75229
75-2888488
None
Delaware
5 Johnson Drive, Suite 4
Raritan, NJ 08869
74-2947665
None
Florida
1555 South Blvd.
Chipley, FL 32428
59-3371172
Communication Manpower,
Inc.
Delaware
5 Johnson Drive, Suite 4
Raritan, NJ 08869
76-0605511
Delaware Conti
Communications, Inc.
Delaware
2 Betty Street
Everett, MA 02149
76-0605518
None
Delaware
100 West Sixth Street
Suite 300
Media, PA 19063
20-5770998
None
Location of Chief | ||||||||
Jurisdiction | Executive Office and | |||||||
of | Principal Place of | Prior Names or | ||||||
Principal | Formation | Business | Tax ID No. | Trade Names | ||||
Dashiell California, Inc.
|
Delaware |
100 West Sixth Street
Suite 300 Media, PA 19063 |
20-5770664 | None | ||||
|
||||||||
Digco Utility
Construction, L.P.
|
Delaware |
1608 Margaret Street
Houston, TX 77093 |
76-0612176 | None | ||||
|
||||||||
Dillard Smith
Construction Company |
Delaware |
4001 Industry Dr.
Chattanooga, TN 37416 |
76-0589264 |
P.D.G. Electric
Power Engineering & Testing Haines Construction Company Dillard Smith Construction Company (Delaware) |
||||
|
||||||||
Fiber Technologies, Inc.
|
Virginia |
800 Satellite Blvd.
Suwanee, GA 30024 |
54-1612812 |
Fiber Technology
World Fiber DeltaComm Marlboro Cablevision Constructors Choice Optics Communications Myers Cable, Inc. Sycamore Shoals Communications, Inc. Crown Fiber Communications, Inc. |
||||
|
||||||||
Five Points Construction
Co.
|
Texas |
5145 Industrial Way
Benicia, CA 94510 |
94-2738636 | None | ||||
Global Enercom
Management, Inc.
|
Delaware | 2500 Wilcrest Drive, Suite 100 Houston, TX 77042 | 76-0598339 | GEM Engineering Co., Inc. | ||||
|
||||||||
Golden State Utility Co.
|
Delaware |
2001 West Tuolomne Road
Turlock, CA 95380 |
76-0567490 |
Sanders Construction
Company
North Pacific Construction Co., Inc. |
2
Location of Chief | ||||||||
Jurisdiction | Executive Office and | |||||||
of | Principal Place of | Prior Names or | ||||||
Principal | Formation | Business | Tax ID No. | Trade Names | ||||
|
||||||||
|
Delaware North Pacific Construction Co. | |||||||
|
||||||||
H. L. Chapman Pipeline
Construction, Inc.
|
Delaware |
9250 FM 2243
Leander, TX 78641 |
76-0598341 |
DB Utilities
Sullivan Welding |
||||
|
||||||||
InfraSource Dacon, LLC
|
Delaware |
100 West Sixth Street
Suite 300 Media, PA 19063 |
20-3699950 |
Dacon Corporation
Dacon Ltd. Limited Partnership (MS) |
||||
|
||||||||
|
Dacon, Limited
Partnership (MO) |
|||||||
|
||||||||
|
Dacon, Ltd. Limited Partnership (NM) | |||||||
|
||||||||
|
Dacon Ltd. | |||||||
|
||||||||
|
Dacon GP LLC | |||||||
|
||||||||
InfraSource Dashiell, LLC
|
Delaware |
100 West Sixth Street
Suite 300 Media, PA 19063 |
20-3699713 |
Dashiell Corporation
Dashiell Ltd. Limited Partnership (CT, IL, MI, MN, MS, NC, OK, VT) Dashiell Ltd. Limited Partnership (MA) Dashiell, Ltd. Limited Partnership (SC) Dashiell, Ltd. L.P. (GA) Dashiell Indiana Ltd. Limited Partnership (IN) Dashiell Limited Partnership (NC) Dashiell-InfraSource (NY) |
3
Location of Chief | ||||||||
Jurisdiction | Executive Office and | |||||||
of | Principal Place of | Prior Names or | ||||||
Principal | Formation | Business | Tax ID No. | Trade Names | ||||
|
||||||||
|
Dashiell Ohio Ltd.
Limited Partnership
(OH)
Dashiell Ltd. Limited Liability (WV) Dashiell Ltd. Infrasource Texas Holdings LP LLC InfraSource Texas Holdings GP LLC |
|||||||
|
||||||||
InfraSource Power, LLC
|
Minnesota |
2936 South 166
th
Street
New Berlin, WI 53151 |
41-1723047 |
Aconite Corporation
InfraSource Underground Power, Inc. |
||||
|
||||||||
InfraSource Power
California, Inc.
|
California |
100 West Sixth Street
Suite 300 Media, PA 19063 |
74-3149821 | None | ||||
|
||||||||
InfraSource
Telecommunication Services, LLC |
Delaware |
219 Ruth Road
Harleysville, PA 19438 |
26-1581998 | None | ||||
|
||||||||
InfraSource Transmission
Services Company |
Arizona |
4143 East Quartz Circle
Mesa, AZ 85215 |
86-0787875 |
Maslonka &
Associates, Inc.
MAI Acquisition, Inc. Dashiell Holdings Corporation |
||||
InfraSource Underground
Construction, Inc.
|
Delaware |
2936 South 166
th
Street
New Berlin, WI 53151 |
51-0324281 |
Mueller Pipeliners,
Inc.
IUC Michigan, Inc. (MI) IUC Texas, Inc. (TX) |
||||
|
||||||||
InfraSource Underground
|
Delaware |
4033 East Morgan
Ypsilanti, MI 48197 |
04-3633384 | Michigan Trenching Services, Inc. |
4
Location of Chief | ||||||||
Jurisdiction | Executive Office and | |||||||
of | Principal Place of | Prior Names or | ||||||
Principal | Formation | Business | Tax ID No. | Trade Names | ||||
Construction, LLC
|
||||||||
|
Mueller Energy
Services, Inc.
MES-MTS, LLC IUC Illinois, LLC (IL) IUC Missouri, LLC (MO) IUC Montana, LLC (MT) IUC Nebraska, LLC (NE) IUC North Dakota, LLC (ND) IUC Washington, LLC (WA) IUC Wisconsin, LLC (WI) |
|||||||
|
||||||||
InfraSource Underground
Construction California,
Inc.
|
Delaware |
100 West Sixth Street
Suite 300 Media, PA 19063 |
20-2410077 | IUC California, Inc. (CA) | ||||
|
||||||||
InfraSource Underground
Construction Services, LLC |
Georgia |
2936 South 166
th
Street
New Berlin, WI 53151 |
58-1696154 |
Mueller Distribution
Contractors, Inc.
InfraSource Underground Construction Services, Inc. IUC South, LLC Nuflint, LLC InfraSource Concrete & Paving Services, LLC Flint Paving Company |
||||
|
||||||||
InfraSource
|
Delaware | 2012-A S. Elliott St. | 41-1625874 | Gas Distribution |
5
Location of Chief | ||||||||
Jurisdiction | Executive Office and | |||||||
of | Principal Place of | Prior Names or | ||||||
Principal | Formation | Business | Tax ID No. | Trade Names | ||||
Underground
Installation, LLC |
Aurora, MO 65605 | Contractors, Inc. | ||||||
|
||||||||
InfraSource Underground
Services Canada, Inc.
|
Delaware |
100 West Sixth Street
Suite 300 Media, PA 19063 |
20-3676436 | None | ||||
|
||||||||
Intermountain Electric,
Inc.
|
Colorado |
602 South Lipan Street
Denver, CO 80223 |
84-0906573 | Colorado IM Electric | ||||
|
||||||||
Irby Construction Company
|
Mississippi |
817 S. State Street
Jackson, MS 39201 |
64-0902002 | None | ||||
|
||||||||
Lindsey Electric, L.P.
|
Texas |
1608 Margaret Street
Houston, TX 77093 |
02-0557008 | None | ||||
|
||||||||
Manuel Bros., Inc.
|
Delaware |
908 Taylorville Road,
Suite 104
Grass Valley, CA 95949 |
76-0577087 |
Renaissance
Construction Western Directional |
||||
|
||||||||
Mears/CPG LLC
|
Michigan |
4500 N. Mission Road
Rosebush, MI 48878 |
N/A | None | ||||
|
||||||||
Mears Engineering/LLC
|
Michigan |
4500 N. Mission Road
Rosebush, MI 48878 |
N/A | None | ||||
|
||||||||
Mears Group, Inc.
|
Delaware |
4500 N. Mission Road
Rosebush, MI 48878 |
76-0612167 | None | ||||
|
||||||||
Mears/HDD, LLC
|
Michigan |
4500 N. Mission Road
Rosebush, MI 48878 |
N/A | None | ||||
|
||||||||
Mears Services LLC
|
Michigan |
4500 N. Mission Road
Rosebush, MI 48878 |
N/A | None | ||||
|
||||||||
Mejia Personnel
Services, Inc.
|
Texas |
431 West Bedford-Euless Road,
Suite F Hurst, TX 76053 |
75-2575734 | None | ||||
|
||||||||
Metro Underground
Services, Inc. of
Illinois
|
Illinois |
901 Ridgeway Avenue
Aurora, IL 60506 |
36-4125701 | Metro Underground Services, Inc. | ||||
M.J. Electric, LLC
|
Delaware |
100 West Sixth Street
Suite 300 Media, PA 19063 |
20-5565796 |
InfraSource Wireless
E.I.S. Electric, Inc. (AZ, WA) E.I.S. Electric, Inc. (CT) InfraSource Electric, Inc. (NE) M.J. Electric, Inc. InfraSource M.J. |
6
Location of Chief | ||||||||
Jurisdiction | Executive Office and | |||||||
of | Principal Place of | Prior Names or | ||||||
Principal | Formation | Business | Tax ID No. | Trade Names | ||||
|
Electric, LLC | |||||||
|
||||||||
M.J. Electric
California, Inc.
|
Delaware |
100 West Sixth Street
Suite 300 Media, PA 19063 |
20-5770522 | None | ||||
|
||||||||
Network Electric Company
|
Delaware |
5425 Louis Lane
Reno, NV 89511 |
76-0598345 |
DE Network Electric
Company |
||||
|
||||||||
North Houston Pole Line,
L.P.
|
Texas |
1608 Margaret Street
Houston, TX 77093 |
74-1675857 |
North Houston Pole
Line Corp.
Lindsey Electric |
||||
|
||||||||
North Sky
Communications, Inc.
|
Delaware |
11818 SE Mill
Plain Blvd., Suite 302 Vancouver, Washington 98684 |
76-0605490 | None | ||||
|
||||||||
Okay Construction
Company, LLC |
Delaware |
208 Rum River Drive
Princeton, MN 55371 |
76-0612169 | None | ||||
|
||||||||
PAR Electrical
Contractors, Inc.
|
Missouri |
4770 North Belleview Avenue
Suite 300 Kansas City, MO 64116 |
44-0591890 |
Riggin & Diggin
Harker & Harker Union Power Construction Company Seaward Corporation Mustang Line Contractors, Inc. Lineco Leasing, LLC Par Infrared Consultants |
||||
|
||||||||
Parkside Site & Utility
Company Corporation |
Delaware |
123 King Phillip Street
Johnston, RI 02919 |
76-0612181 | None | ||||
|
||||||||
Parkside Utility
Construction Corp.
|
Delaware |
123 King Phillip Street
Johnston, RI 02919 |
76-0612160 | None | ||||
|
||||||||
Potelco, Inc.
|
Washington |
14103 8
th
Street East
Sumner, WA 98390 |
91-0784248 |
Kingston Constructors
Kuenzi Construction NorAm |
7
Location of Chief | ||||||||
Jurisdiction | Executive Office and | |||||||
of | Principal Place of | Prior Names or | ||||||
Principal | Formation | Business | Tax ID No. | Trade Names | ||||
|
Telecommunications
Potelco, Incorporated |
|||||||
|
||||||||
Professional
Teleconcepts, Inc.
|
Illinois |
Route 12 South
Norwich, NY 13815 |
36-3785874 | TNS-VA, LLC | ||||
|
||||||||
Professional
Teleconcepts, Inc.
|
New York |
Route 12 South
Norwich, NY 13815 |
16-1246233 | Airlan Telecom Services, L.P. | ||||
|
||||||||
Quanta Delaware, Inc.
|
Delaware |
300 Delaware Avenue
9 th Floor Wilmington, DE 19801 |
51-6508285 | None | ||||
|
||||||||
Quanta Government
Services, Inc.
|
Delaware |
1360 Post Oak Blvd.
Suite 2100 Houston, Texas 77056 |
76-0605504 | None | ||||
|
||||||||
Quanta Government
Solutions, Inc.
|
Delaware |
1360 Post Oak Blvd.
Suite 2100 Houston, Texas 77056 |
76-0612166 | Quanta LI Acquisition, Inc. | ||||
Quanta Services
Management Partnership,
L.P.
|
Texas | 1360 Post Oak Blvd. Suite 2100 Houston, Texas 77056 | 76-0574732 | None | ||||
|
||||||||
Quanta Utility
Installation Company,
Inc.
|
Delaware |
1360 Post Oak Blvd.
Suite 2100 Houston, Texas 77056 |
76-0592449 | None | ||||
|
||||||||
Quanta Utility
Services-Gulf States,
Inc.
|
Delaware |
1360 Post Oak Blvd.
Suite 2100 Houston, Texas 77056 |
76-0612175 | Southeast Pipeline Construction, Inc. | ||||
|
||||||||
Quanta Utility Services,
LLC |
Delaware |
4770 North Belleview Avenue
Suite 300 Kansas City, MO 64116 |
76-0589263 |
Great Western
Enterprises, Inc.
Bore Specialists TVS Systems, Inc. Netcom Management Group, Inc. Northern Line Layers, LLC |
||||
|
||||||||
R.A. Waffensmith & Co.,
Inc.
|
Delaware |
2042 N. Kelty Road
Franktown, CO 80116 |
76-0589266 |
Dahl Trenching
Southwestern Communications, Inc. |
||||
|
||||||||
Southwest Trenching
Company, Inc.
|
Texas |
1608 Margaret St.
Houston, Texas 77093 |
76-0106600 | None | ||||
|
||||||||
Spalj Construction
Company |
Delaware |
22360 County Road 12
Deerwood, MN 56444 |
76-0567489 | Span-Con of Deerwood |
8
Location of Chief | ||||||||
Jurisdiction | Executive Office and | |||||||
of | Principal Place of | Prior Names or | ||||||
Principal | Formation | Business | Tax ID No. | Trade Names | ||||
|
Wilson Roadbores
Dot 05 Optical Communications Smith Contracting Thorstad Brothers Tiling Tjader & Highstrom Dot 05, LLC Driftwood Electrical Contractors, Inc Maddux Communications |
|||||||
|
||||||||
Spectrum Construction
Contracting, L.L.C.
|
Colorado |
7399 South Tucson Way,
Suite C-5
Englewood, CO 80112 |
84-1385108 | None | ||||
|
||||||||
Sumter Utilities, Inc.
|
Delaware |
1151 North Pike West
Sumter, SC 29153 |
76-0577089 |
Utilco, Inc.
Old Lesco Corporation, Inc. |
||||
|
||||||||
The Ryan Company, Inc.
|
Massachusetts |
25 Constitution Drive
Taunton, MA 02780 |
04-2387367 |
Eastern Communications
The Ryan Company, Inc. of Massachusetts The Ryan Company of Massachusetts Ryan Company Inc. (The) The Ryan Company Incorporated of Massachusetts |
||||
|
||||||||
Tjader, L.L.C.
|
Delaware |
541 Industrial Drive
New Richmond, WI 54017 |
76-0654709 | None | ||||
|
||||||||
Tom Allen Construction
Company |
Delaware |
411 Edwardsville Road
Troy, Illinois 62294 |
76-0589277 |
TA Construction
Specialty Drilling Technology, Inc. |
9
Location of Chief | ||||||||
Jurisdiction | Executive Office and | |||||||
of | Principal Place of | Prior Names or | ||||||
Principal | Formation | Business | Tax ID No. | Trade Names | ||||
|
T&S Construction
Company
Taylor Built, Inc. |
|||||||
|
||||||||
Trans Tech Electric, L.P.
|
Texas |
4601 Cleveland Road
South Bend, IN 46628 |
35-1553093 | Trans Tech Acquisition, Inc. | ||||
|
||||||||
Trawick Construction
Company, Inc.
|
Florida |
1555 South Blvd.
Chipley, FL 32428 |
59-0907078 | None | ||||
|
||||||||
TTM, Inc.
|
North Carolina |
6135 Lakeview Road
Suite 500
Charlotte, NC 28269 |
56-1356956 |
TTM of North
Carolina, Inc.
TTMF, Inc. |
||||
|
||||||||
Underground Construction
Co., Inc.
|
Delaware |
5145 Industrial Way
Benicia, CA 94510 |
76-0575471 |
Underground
Construction Co.
Delaware Underground Construction Co. Metro Underground Construction Co. Underground Electric Construction Company Hudson & Poncetta, Inc. |
||||
|
||||||||
Utility Line Management
Services, Inc.
|
Delaware |
4770 North Belleview Avenue,
Suite 300
Kansas City, Missouri 64116-2188 |
76-0612162 | Quanta LIV Acquisition, Inc. | ||||
|
||||||||
VCI Telcom, Inc.
|
Delaware |
1921 West Eleventh Street
Upland, CA 91786 |
76-0589274 | None | ||||
|
||||||||
W. C. Communications,
Inc.
|
Delaware |
1921 West Eleventh Street
Upland, CA 91786 |
76-0598348 |
West Coast
Communications |
10
Company | Secured Party | Jurisdiction | Type of Filing | Filing Information | ||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #51559054 filed 5/11/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #51786012 filed 6/09/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #52308113 filed 7/22/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #52320001 filed 7/22/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #52456714 filed 8/05/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #52927193 filed 9/14/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #53240026 filed 10/13/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #53449544 filed 10/31/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #53944809 filed 12/13/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #53945608 filed 12/13/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #60035923 filed 12/29/05 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #60498840 filed 2/01/06 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #61333343 filed 4/20/06 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #61333459 filed 4/20/06 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #61617604 filed 5/12/06 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #61643378 filed 5/15/06 | ||||
|
||||||||
M.J. Electric, LLC
|
Citicapital
Commercial Leasing Corporation |
Delaware Secretary of State | Original | #61674274 filed 5/17/06 |
2
3
4
Subsidiary/Doing Business As
State of Incorporation/Organization
Washington
Washington
British Columbia
Delaware
Delaware
Delaware
North Carolina
Delaware
Florida
Texas
Delaware
Delaware
California
Delaware
California
Delaware
Delaware
Puerto Rico
Alberta
Virginia
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
Subsidiary/Doing Business As
State of Incorporation/Organization
Delaware
California
Delaware
Minnesota
California
Delaware
Delaware
Arizona
Delaware
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Colorado
Mississippi
Texas
Delaware
Virginia
Nova Scotia
Michigan
Delaware
Michigan
Michigan
Michigan
Mexico
Texas
Illinois
Delaware
Subsidiary/Doing Business As
State of Incorporation/Organization
California
Delaware
Delaware
Delaware
Delaware
Virginia
Missouri
Mexico
Delaware
Delaware
Washington
Illinois
New York
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Delaware
Delaware
Delaware
British Virgin Islands
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
British Columbia
Delaware
Subsidiary/Doing Business As
State of Incorporation/Organization
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Wisconsin
Mexico
Texas
Delaware
Colorado
Delaware
Delaware
Delaware
Virginia
Massachusetts
Delaware
Delaware
Delaware
Texas
Florida
Delaware
Delaware
North Carolina
Delaware
Delaware
Subsidiary/Doing Business As
State of Incorporation/Organization
Virginia
Delaware
California
Delaware
Date: February 29, 2008 | By: | /s/ JOHN R. COLSON | ||
John R. Colson, | ||||
Chairman and Chief Executive Officer |
Date: February 29, 2008 | By: | /s/ JAMES H. HADDOX | ||
James H. Haddox, | ||||
Chief Financial Officer |
/s/ JOHN R. COLSON | ||||
John R. Colson, | ||||
Chairman and Chief Executive Officer | ||||
/s/ JAMES H. HADDOX | ||||
James H. Haddox, | ||||
Chief Financial Officer | ||||