UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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

MASTEC, INC.

Florida		001-08106		65-0829355
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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:

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))

 

 

The purpose of this Form 8-K/A No. 1 is to amend the current Report on Form 8-K filed by MasTec, Inc. on June 5, 2008 (the “Original 8-K”) to, include the financial statements of Pumpco (as defined below) required by Item 9.01 of Form 8-K. This Form 8-K/A No. 1. effects no other changes. For the convenience of the reader all of the information previously contained in the Original 8-K is reproduced below.

Item 1.01. Entry into a Material Definitive Agreement.

Item 2.01. Completion of Acquisition Disposition of Assets.

Item 2.03. Creation of a Direct Financial Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

     As previously reported on the Original 8-K, on May 30, 2008 (the “Closing Date”), MasTec, Inc., a Florida corporation (“MasTec”) through its subsidiary MasTec North America, Inc., a Florida corporation (the “Buyer”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), dated as of May 1, 2008, with Alan B. Roberts (the “Seller”), pursuant to which the Buyer purchased all of the issued and outstanding shares of capital stock (the “Shares”) of Pumpco, Inc., (“Pumpco”), a Texas corporation engaged in midstream oil and gas pipeline construction (the “Acquisition”).

     Pursuant to the terms of the Purchase Agreement, the purchase price for the Acquisition consists of $44 million, which was paid in cash on the Closing Date (subject to adjustment as set forth in the Purchase Agreement) and earn-out payments payable over a five-year period equal to fifty percent of Pumpco’s earnings before taxes above a significant threshold, as set forth in the Purchase Agreement (the “Earn-Out”). The Earn-Out is payable in cash, MasTec common stock or a combination thereof as set forth in the Purchase Agreement. At closing, Pumpco had approximately $17 million of indebtedness, including $12.4 million of equipment financing.

     The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     In connection with the Acquisition, on May 30, 2008, the Company entered into an equipment term loan in the aggregate principal amount of $22.5 million (the “Equipment Term Loan”) with General Electric Capital Corporation (“GE”), which proceeds were used to pay off $8.7 million of Pumpco indebtedness with the balance used to pay in part the cash portion of the Acquisition. The Equipment Term Loan was pursuant to several promissory notes substantially in the form of Exhibit 10.2 to this Current Report on Form 8-K. The Equipment Term Loan is secured by most of Pumpco’s existing equipment, as set forth in the Master Security Agreement dated May 30, 2008 between Pumpco and GE (the “Security Agreement”). The Equipment Term Loan will be payable in 60 monthly installments and bears interest at a fixed rate of 7.05%. Any prepayments within the first three years of the Equipment Term Loan will be subject to a prepayment penalty of 3%, 2%, or 1% of the then outstanding principal balance, for any unscheduled prepayments made during year one, two or three, respectively, of the Equipment Term Loan. MasTec has guaranteed the Equipment Term Loan pursuant to a Guaranty dated May 30, 2008 between MasTec and GE (the “Guaranty”). The foregoing summary of the Equipment Term Loan, Security Agreement and Guaranty is not complete and is qualified in its entirety by the reference to such documents a copy of each of which is filed herewith as Exhibits 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

      

Item 9.01 Financial Statements and Exhibits.

	(a)		Financial Statements of Businesses Acquired
			The financial statements required by Item 9.01(a) are filed herewith as Exhibit 99.1 and are hereby incorporated by reference
	(b)		Pro Forma Financial Information
			The financial statements required by Item 9.01 (b) are filed herewith as Exhibit 99.2 and are hereby incorporated by reference.
	(c)		Shell Company Transactions
			Not applicable.
	(d)		Exhibits

Exhibit number		Description
99.1**		Financial Statements of Business Acquired
99.2**		Pro Forma Financial Information
10.1*		Stock Purchase Agreement executed on May 30th and dated as of May 1, 2008, between MasTec North America, Inc. as buyer, and Alan B. Roberts, as seller
10.2*		Form of Promissory Note for the Equipment Term Loan dated May 30, 2008 between Pumpco, Inc. and General Electric Capital Corporation
10.3*		Master Security Agreement dated May 30, 2008 between Pumpco, Inc. and General Electric Capital Corporation
10.4*		Corporate Guaranty dated May 30, 2008 from MasTec, Inc. to General Electric Capital Corporation
23.1**		Consent of BDO Seidman, LLP

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.

Exhibits

Exhibit number		Description
99.1**		Financial Statements of Business Acquired
99.2**		Pro Forma Financial Information
10.1*		Stock Purchase Agreement executed on May 30th and dated as of May 1, 2008, between MasTec North America, Inc. as buyer, and Alan B. Roberts, as seller
10.2*		Form of Promissory Note for the Equipment Term Loan dated May 30, 2008 between Pumpco, Inc. and General Electric Capital Corporation
10.3*		Master Security Agreement dated May 30, 2008 between Pumpco, Inc. and General Electric Capital Corporation
10.4*		Corporate Guaranty dated May 30, 2008 from MasTec, Inc. to General Electric Capital Corporation
23.1**		Consent of BDO Seidman, LLP

EXHIBIT 99.1

Exhibit 99.1 Financial Statements of Pumpco, Inc.

Pumpco, Inc.
Financial Statements
April 30, 2008 and 2007
(Unaudited)

Table of Contents

		Page
Statements of Operations			2
Balance Sheet			3
Statements of Cash Flows			4
Notes to the Financial Statements			5

PUMPCO, INC.

STATEMENTS OF OPERATIONS
(Unaudited)

		For the Three Months Ended April 30
		2008				2007
Revenue		$	14,328,345			$	11,342,893
Costs of revenue, excluding depreciation			12,276,430				7,715,974
Depreciation			2,033,471				1,147,743
General and administrative expenses			1,047,187				664,181
Operating (loss) income			(1,028,743	)			1,814,995
Interest expense, net of interest income			145,287				68,612
Other (income) expense, net			(9,295	)			2,137
(Loss) income before income taxes			(1,164,735	)			1,744,246
Income tax benefit (expense)			393,800				(555,649	)
Net (loss) income		$	(770,935	)		$	1,188,597

The accompanying notes are an integral part of these financial statements.

PUMPCO, INC.

BALANCE SHEET
(Unaudited)

		April 30,
		2008
Assets
Current assets:
Cash and cash equivalents		$	100,166
Accounts receivable, unbilled revenue and retainage, net			10,513,583
Inventories			88,256
Prepaid expenses and other current assets			646,927
Total current assets			11,348,932
Property and equipment, net			37,075,626
Total assets		$	48,424,558
Liabilities and Shareholder’s Equity
Current liabilities:
Current maturities of long-term debt		$	10,717,794
Accounts payable, accrued liabilities and billings in excess of costs			3,654,924
Total current liabilities		$	14,372,718
Deferred taxes, net			3,463,656
Long-term debt			8,406,800
Total liabilities			26,243,174
Commitments and contingencies
Shareholder’s equity:
Common stock $1.00 par value; 10,000 shares authorized; 4,666 shares issued; 2,333 shares outstanding		$	4,666
Additional paid-in capital			15,334
Retained earnings			23,661,384
			23,681,384
Treasury stock, 2,333 shares			(1,500,000	)
Total shareholder’s equity			22,181,384
Total liabilities and shareholder’s equity		$	48,424,558

The accompanying notes are an integral part of these financial statements.

PUMPCO, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

		For the three months ended April 30,
		2008				2007
Cash flows from operating activities:
Net (loss) income		$	(770,935	)		$	1,188,597
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation			2,033,471				1,147,743
Loss on disposal of assets			—				(8,920	)
Changes in assets and liabilities:
Accounts receivable, unbilled revenue and retainage, net			(2,574,496	)			(3,667,656	)
Other assets, current and non-current portion			(475,442	)			96,470
Accounts payable and accrued liabilities			72,433				(486,372	)
Deferred taxes, net			(97,038	)			(146,640	)
Net cash used in operating activities			(1,812,007	)			(1,876,778	)
Cash flows used in investing activities:
Purchase of property and equipment			(3,389,466	)			(630,587	)
Proceeds form disposal of property and equipment			—				29,239
Net cash used in investing activities			(3,389,466	)			(601,348	)
Cash flows provided by (used in) financing activities:
Proceeds from revolving credit facility			3,000,000				—
Proceeds from the issuance of long-term debt			3,650,558				1,390,154
Repayments of long-term debt			(1,932,518	)			(872,513	)
Net cash provided by financing activities			4,718,040				517,641
Net (decrease) in cash and cash equivalents			(483,433	)			(1,960,485	)
Cash and cash equivalents — beginning of period			583,599				2,617,013
Cash and cash equivalents — end of period		$	100,166			$	656,528
Cash paid during the period for:
Interest		$	151,176			$	74,282
Income taxes		$	250,000			$	750,000
Non-cash items:
Equipment acquired with installment purchase obligations		$	1,212,753			$	359,113

The accompanying notes are an integral part of these financial statements.

PUMPCO, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

Note 1 — Nature of the Business and Summary of Significant Accounting Policies

     Pumpco, Inc. (“Pumpco” or the “Company”) is involved in the construction, fabrication, upgrading and maintenance of pipelines and the service of oilfield leases. Pumpco is headquartered in Giddings, Texas.

     The following is a summary of the significant accounting policies followed in the preparation of the accompanying financial statements:

     Management estimates. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. The more significant estimates relate to our revenue recognition. Estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for judgments about results and the carrying values of assets and liabilities. Actual results and values may differ from these estimates.

     Comprehensive Income. Comprehensive income is a measure of net gain (loss) and all other changes in equity that result from transactions other than with shareholders. Comprehensive income equals net income for all periods presented.

     Revenue recognition. Contracts vary in length but are generally completed in less than one year. The Company recognizes revenue and related costs as work progresses on contracts using the percentage-of-completion method, which relies on contract revenue and estimates of total expected costs. Management estimates total project costs and profit to be earned on each contract. This method is followed since reasonably dependable estimates of the revenue and costs applicable to various stages of a contract can be made. Under the percentage-of-completion method, revenue is recorded and profit is recognized as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date bear to estimated total contract costs. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss.

     Billings in excess of costs and estimated earnings on uncompleted contracts are classified as current liabilities. Any costs and estimated earnings in excess of billings are classified as current assets. Work in process on contracts is based on work performed but not billed to customers as per individual contract terms.

     Allowance for doubtful accounts. Management reviews customer accounts regularly and establishes an allowance for doubtful accounts when balances become potentially uncollectible. No allowance for doubtful accounts is required as of April 30, 2008.

     Cash and cash equivalents. All short-term investments with maturities of three months or less when purchased are considered to be cash equivalents.

     Inventories. Inventories, consisting of materials and supplies for construction, are valued at the lower of cost or net realizable value.

     Property and equipment. Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets which range from five to thirty-nine years. Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful life of the asset. The carrying amounts of assets sold or retired and related accumulated depreciation are eliminated in the year of disposal and the resulting gains and losses are included in other income or expense.

     Valuation of Long-Lived Assets. Management reviews long-lived assets, consisting primarily of property and equipment, for impairment in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or

Disposal of Long-Lived Assets” (“SFAS No. 144”). In analyzing potential impairment, projections of future discounted cash flows from the assets are used. These projections are based on management’s view of growth rates for the related business, anticipated future economic conditions and the appropriate discount rates relative to risk and estimates of residual values. Management believes that its estimates are consistent with assumptions that marketplace participants would use in their estimates of fair value.

     Income taxes. The Company records income taxes using the liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequence of temporary differences between the financial statement and income tax bases of assets and liabilities. Management estimates income taxes in each of the jurisdictions in which the Company operates. This process involves estimating the Company’s tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company’s balance sheet. The recording of a net deferred tax asset assumes the realization of such asset in the future. Otherwise a valuation allowance must be recorded to reduce this asset to its net realizable value. Management considers future pretax income and ongoing prudent and feasible tax planning strategies in assessing the need for such a valuation allowance. In the event that management determines that the Company may not be able to realize all or part of the net deferred tax asset in the future, a valuation allowance for the deferred tax asset is charged against income in the period such determination is made.

     Fair value of financial instruments. The Company’s debt as well as short-term financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and other liabilities, consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, approximated their carrying values.

     New accounting pronouncements In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements.” This statement establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. SFAS 157 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” SFAS 157 is effective for the fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, referred to FSP 157-2. FSP 157-2 delays the effective date of SFAS 157 for one year for all nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. Management is analyzing SFAS No. 157 to determine the impact of adoption.

     On February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). This standard permits an entity to measure financial instruments and certain other items at estimated fair value. Most of the provisions of SFAS 159 are elective; however, the amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” applies to all entities that own trading and available-for-sale securities. The fair value option created by SFAS 159 permits an entity to measure eligible items at fair value as of specified election dates. The fair value option (a) may generally be applied instrument by instrument, (b) is irrevocable unless a new election date occurs, and (c) must be applied to the entire instrument and not to only a portion of the instrument. The adoption of SFAS 159 as of February 1, 2008 did not have a material impact on the Company’s financial statements.

     In December 2007, the FASB issued No. 141(R), “Business Combinations” (SFAS 141(R)) and SFAS No. 160 “Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (SFAS 160). SFAS 141(R) and SFAS 160 significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests. SFAS 141(R) and SFAS 160 are effective for the fiscal years beginning after December 15, 2008. SFAS 141(R) and SFAS 160 are effective prospectively; however, the reporting provisions of SFAS 160 are effective retroactively. SFAS 141(R) is required to be adopted concurrently with SFAS 160 and is effective for business combination transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company will apply SFAS 141(R) prospectively to business combinations with an acquisition date on or after February 1, 2009. The Company is currently evaluating SFAS 160 and does not expect it will have material impact on its financial statements.

     In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension

assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS 142) to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141, Business Combinations, other U.S. GAAP. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the impact of FSP 142-3 on the financial statements.

     In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48 (“FIN No. 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company’s adoption of FIN No. 48 on February 1, 2008 did not have a material impact on its financial statements.

Note 2 — Accounts Receivable

     Accounts receivable, classified as current, consist of the following:

		April 30,
		2008
Accounts receivable -trade		$	8,797,992
Retainage			819,865
Unbilled revenue			888,176
Employee receivables			7,550
Accounts receivable, net		$	10,513,583

     Retainage, which has been billed but is not due until completion of performance and acceptance by customers, is expected to be collected within one year.

Note 3 — Other Assets

     Prepaid expenses and other current assets as of April 30, 2008 consisted of the following:

		2008
Prepaid income taxes		$	546,762
Prepaid insurance			100,165
Total		$	646,927

Note 4 — Property and Equipment

     Property and equipment is comprised of the following as of April 30, 2008:

		2008
Land		$	1,176,013
Buildings and leasehold improvements			141,814
Machinery and equipment			45,467,130
Vehicles			9,300,967
			56,085,924
Less accumulated depreciation			(19,010,298	)
		$	37,075,626

     Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the assets carrying amount to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value.

Note 5 — Accounts Payable and Accrued Liabilities

     Accounts payable and accrued liabilities as of April 30, 2008 consisted of the following:

		2008
Accounts payable and accrued liabilities:
Accounts payable — trade		$	2,195,673
Accrued payroll and related liabilities			754,296
Accrued federal and state taxes			591,540
Billings in excess of costs			102,316
Accrued losses on contracts			504
Dividends payable			2,333
Other			8,262
Total		$	3,654,924

Note 6— Debt

     Debt at April 30, 2008 includes $16.1 million of equipment financing provided by various lenders at interest rates up to 8.00% due in installments through January 2011, is collateralized by the underlying equipment, and guaranteed by the shareholder and his spouse.

     The Company maintains two revolving lines of credit and one master line of credit with Wells Fargo Bank, National Association totaling $8.6 million.

     The two revolving lines of credit and the master line of credit mature on May 31, 2009. The principal balances of the revolving lines of credit were $3.0 million and $0 at April 30, 2008, respectively. The principal balance of the master line was $0 at April 30, 2008. The variable rate lines of credit expose the Company to interest rate risk.

Note 7 — Income Taxes

     During the three months ended April 30, 2008 and 2007, the Company recorded a reduction to deferred tax liabilities due to changes in timing differences related primarily to fixed asset depreciation. The adjustment decreases deferred tax liabilities by $97,038 and $146,640, respectively.

Note 8 — Commitments and Contingencies

     Pumpco is subject to a variety of legal cases, claims and other disputes that arise from time to time in the ordinary course of business. Management is not aware of any pending or threatened proceedings that might have a material impact on cash flows, results of operations or financial condition.

Note 9 — Concentrations of Risk

     For the three months ended April 30, 2008 and 2007, one customer accounted for 58.4% and 45.3% of the Company’s revenues, respectively. At April 30, 2008, this customer accounted for 63.7% of trade accounts receivable.

Note 10 — Related Party Transactions

     The Company leases land and an office building from the shareholder and his spouse resulting in rent expense of $24,900 in the three months ended April 30, 2008 and 2007. The Company is responsible for the real estate taxes, utilities, insurance, and maintenance of the property. The Company also leases an aircraft from a company owned by the shareholder on a per hour basis and paid $66,612 and $75,579 related to this lease in the three months ended April 30, 2008 and 2007, respectively.

Note 11 — Subsequent Events

     On May 30, 2008, the shareholder entered into a Stock Purchase Agreement, dated as of May 1, 2008, with MasTec, Inc. (“MasTec”), a Florida corporation, pursuant to which MasTec purchased all of the issued and outstanding shares of capital stock of Pumpco for the purchase price of $44 million, which was paid in cash on the closing date plus the retirement and assumption of certain liabilities, and earn-out payments over a five-year period based on Pumpco’s future performance as set forth in the purchase agreement. The earn-out payments are payable in cash, MasTec common stock or a combination thereof. MasTec entered into an equipment term loan in the aggregate amount of $22.5 million at 7.05% interest, payable in sixty monthly installments, maturing in 2013. This equipment term loan is secured by most of Pumpco’s existing equipment. In connection with this transaction, certain indebtedness was repaid or refinanced on a long-term basis by MasTec, and Pumpco became a guarantor under MasTec’s Senior Notes and Credit Facility.

Pumpco, Inc.
Financial Statements
January 31, 2008, 2007 and 2006

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm			11
Statements of Operations			12
Balance Sheets			13
Statements of Changes in Shareholder’s Equity			14
Statements of Cash Flows			15
Notes to the Financial Statements			16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of
Pumpco, Inc.:

We have audited the accompanying balance sheets of Pumpco, Inc. (the “Company”) as of January 31, 2008 and 2007 and the related statements of operations, shareholder’s equity and cash flows for each of the three years ended January 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 12, subsequent to January 31, 2008, the shareholder of Pumpco, Inc. approved the sale of the Company to MasTec, Inc.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pumpco, Inc. as of January 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO Seidman, LLP

Miami, Florida
July 25, 2008

PUMPCO, INC.

STATEMENTS OF OPERATIONS

		Year Ended January 31,
		2008				2007				2006
Revenue		$	70,143,173			$	53,176,154			$	35,398,311
Costs of revenue, excluding depreciation			44,570,596				37,966,227				26,419,189
Depreciation			5,690,213				3,632,569				2,426,513
General and administrative expenses			5,583,793				4,262,494				2,104,242
Operating income			14,298,571				7,314,864				4,448,367
Interest expense, net of interest income			335,851				421,450				263,153
Other expense (income), net			85,861				(135,292	)			(15,038	)
Income before income taxes			13,876,859				7,028,706				4,200,252
Income taxes			4,543,286				2,340,534				1,387,010
Net income		$	9,333,573			$	4,688,172			$	2,813,242

The accompanying notes are an integral part of these financial statements.

PUMPCO, INC.

BALANCE SHEETS

		January 31,
		2008				2007
Assets
Current assets:
Cash and cash equivalents		$	583,599			$	2,617,013
Accounts receivable, unbilled revenue and retainage, net			7,939,087				4,323,348
Inventories			88,256				17,000
Prepaid expenses and other current assets			171,485				212,673
Total current assets			8,782,427				7,170,034
Property and equipment, net			34,506,878				18,531,742
Other assets			—				47,079
Total assets		$	43,289,305			$	25,748,855
Liabilities and Shareholder’s Equity
Current liabilities:
Current maturities of long-term debt		$	6,824,232			$	3,378,728
Accounts payable, accrued liabilities and billings in excess of costs			3,582,491				3,752,396
Total current liabilities			10,406,723				7,131,124
Other liabilities			—				8,261
Deferred taxes, net			3,560,694				1,965,181
Long-term debt			6,369,569				3,023,187
Total liabilities			20,336,986				12,127,753
Commitments and contingencies
Shareholder’s equity:
Common stock, $1.00 par value; 10,000 shares authorized; 4,666 shares issued; 2,333 shares outstanding			4,666				4,666
Additional paid-in capital			15,334				15,334
Retained earnings			24,432,319				15,101,102
			24,452,319				15,121,102
Treasury stock, 2,333 shares			(1,500,000	)			(1,500,000	)
Total shareholder’s equity			22,952,319				13,621,102
Total liabilities and shareholder’s equity		$	43,289,305			$	25,748,855

The accompanying notes are an integral part of these financial statements.

PUMPCO, INC.

STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

		Common Stock								Additional				Retained				Treasury
		Shares				Amount				Paid in capital				Earnings				Stock				Total
Balance January 31, 2005			2,333			$	4,666			$	15,334			$	7,604,354			$	(1,500,000	)		$	6,124,354
Net income			—				—				—				2,813,242				—				2,813,242
Dividends			—				—				—				(2,333	)			—				(2,333	)
Balance January 31, 2006			2,333				4,666				15,334				10,415,263				(1,500,000	)			8,935,263
Net income			—				—				—				4,688,172				—				4,688,172
Dividends			—				—				—				(2,333	)			—				(2,333	)
Balance January 31, 2007			2,333				4,666				15,334				15,101,102				(1,500,000	)			13,621,102
Net income			—				—				—				9,333,573				—				9,333,573
Dividends			—				—				—				(2,356	)			—				(2,356	)
Balance January 31, 2008			2,333			$	4,666			$	15,334			$	24,432,319			$	(1,500,000	)		$	22,952,319

The accompanying notes are an integral part of these financial statements.

PUMPCO, INC.

STATEMENTS OF CASH FLOWS

		Year Ended January 31,
		2008				2007				2006
Cash flows from operating activities:
Net income		$	9,333,573			$	4,688,172			$	2,813,242
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation			5,690,213				3,632,569				2,426,513
Loss on disposal of assets			119,212				(106,775	)			27,277
Changes in assets and liabilities:
Accounts receivable, unbilled revenue and retainage, net			(3,626,349	)			1,734,735				(2,181,508	)
Inventories			(71,256	)			(4,257	)			—
Other assets, current and non-current portion			87,617				(6,735	)			73,028
Accounts payable and accrued liabilities			(171,190	)			1,076,811				1,434,541
Deferred income taxes			1,595,513				(440,379	)			1,250,513
Net cash provided by operating activities			12,957,333				10,574,141				5,843,606
Cash flows provided by (used in) investing activities:
Proceeds from disposal of property and equipment			448,994				176,919				7,444
Purchase of property and equipment			(11,246,168	)			(6,287,918	)			(5,792,297	)
Decrease in deposits			650				1,500				—
Decrease in notes receivable			10,610				3,599				108,155
Decrease in notes receivable — shareholder			—				154,267				—
Net cash used in investing activities			(10,785,914	)			(5,951,633	)			(5,676,698	)
Cash flows provided by (used in) financing activities:
Proceeds from the issuance of long-term debt			452,912				959,482				5,322,415
Repayments of long-term debt			(4,648,413	)			(4,839,586	)			(1,723,264	)
Proceeds from revolving credit facility			—				—				3,860,000
Repayments of revolving credit facility			—				—				(6,035,000	)
Dividends paid			(9,332	)			—				—
Net cash (used in) provided by financing activities			(4,204,833	)			(3,880,104	)			1,424,151
Net (decrease) increase in cash and cash equivalents			(2,033,414	)			742,404				1,591,059
Cash and cash equivalents — beginning of period			2,617,013				1,874,609				283,550
Cash and cash equivalents — end of period		$	583,599			$	2,617,013			$	1,874,609
Cash paid during the period for:
Interest		$	400,091			$	437,920			$	269,650
Income taxes		$	2,370,000			$	2,450,000			$	12,000
Non-cash items:
Equipment acquired with installment purchase obligations		$	10,987,387			$	3,091,708			$	1,836,193

The accompanying notes are an integral part of these financial statements.

PUMPCO, INC.
NOTES TO FINANCIAL STATEMENTS

Note 1 — Nature of the Business and Summary of Significant Accounting Policies

     Pumpco, Inc. (“Pumpco” or the “Company”) is involved in the construction, fabrication, upgrading and maintenance of pipelines and the service of oilfield leases. Pumpco is headquartered in Giddings, Texas.

     The following is a summary of the significant accounting policies followed in the preparation of the accompanying financial statements:

     Management estimates. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. The more significant estimates relate to revenue recognition. Estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for judgments about results and the carrying values of assets and liabilities. Actual results and values may differ from these estimates.

     Comprehensive Income. Comprehensive income is a measure of net gain (loss) and all other changes in equity that result from transactions other than with shareholders. Comprehensive income equals net income for all periods presented.

     Revenue recognition. Contracts vary in length but are generally completed in less than one year. The Company recognizes revenue and related costs as work progresses on contracts using the percentage-of-completion method, which relies on contract revenue and estimates of total expected costs. Management estimates total project costs and profit to be earned on each contract. This method is followed since reasonably dependable estimates of the revenue and costs applicable to various stages of a contract can be made. Under the percentage-of-completion method, revenue is recorded and profit is recognized as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date bear to estimated total contract costs. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss.

     Billings in excess of costs and estimated earnings on uncompleted contracts are classified as current liabilities. Any costs and estimated earnings in excess of billings are classified as current assets. Work in process on contracts is based on work performed but not billed to customers as per individual contract terms.

     Allowance for doubtful accounts. Management reviews customer accounts regularly and establishes an allowance for doubtful accounts when balances become potentially uncollectible. No allowance for doubtful accounts is required as of January 31, 2008 and 2007.

     Cash and cash equivalents. All short-term investments with maturities of three months or less when purchased are considered to be cash equivalents.

     Inventories. Inventories, consisting of materials and supplies for construction, are valued at the lower of cost or net realizable value.

     Property and equipment. Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets which range from five to thirty-nine years. Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful life of the asset. The carrying amounts of assets sold or retired and related accumulated depreciation are eliminated in the year of disposal and the resulting gains and losses are included in other income or expense.

     Valuation of Long-Lived Assets. Management reviews long-lived assets, consisting primarily of property and equipment, for impairment in accordance with Statement of Financial Accounting Standards No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets ” (“SFAS No. 144”). In analyzing potential impairment, projections of future discounted cash flows from the assets are used. These projections are based on management’s view of growth rates for the related

business, anticipated future economic conditions and the appropriate discount rates relative to risk and estimates of residual values. Management believes that its estimates are consistent with assumptions that marketplace participants would use in their estimates of fair value.

     Income taxes. The Company records income taxes using the liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequence of temporary differences between the financial statement and income tax bases of our assets and liabilities. Management estimates income taxes in each of the jurisdictions in which the Company operates. This process involves estimating the Company’s tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company’s balance sheet. The recording of a net deferred tax asset assumes the realization of such asset in the future. Otherwise a valuation allowance must be recorded to reduce this asset to its net realizable value. Management considers future pretax income and ongoing prudent and feasible tax planning strategies in assessing the need for such a valuation allowance. In the event that management determines that the Company may not be able to realize all or part of the net deferred tax asset in the future, a valuation allowance for the deferred tax asset is charged against income in the period such determination is made.

     Fair value of financial instruments. The Company’s debt as well as short-term financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and other liabilities, consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, approximated their carrying values.

     New accounting pronouncements In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements .” This statement establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. SFAS 157 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” SFAS 157 is effective for the fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, referred to FSP 157-2. FSP 157-2 delays the effective date of SFAS 157 for one year for all nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. Management is analyzing SFAS No. 157 to determine the impact of adoption.

     On February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). This standard permits an entity to measure financial instruments and certain other items at estimated fair value. Most of the provisions of SFAS 159 are elective; however, the amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” applies to all entities that own trading and available-for-sale securities. The fair value option created by SFAS 159 permits an entity to measure eligible items at fair value as of specified election dates. The fair value option (a) may generally be applied instrument by instrument, (b) is irrevocable unless a new election date occurs, and (c) must be applied to the entire instrument and not to only a portion of the instrument. The adoption of SFAS 159 as of February 1, 2008 did not have a material impact on the Company’s financial statements.

     In December 2007, the FASB issued No. 141(R), “Business Combinations” (SFAS 141(R)) and SFAS No. 160 “Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (SFAS 160). SFAS 141(R) and SFAS 160 significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests. SFAS 141(R) and SFAS 160 are effective for the fiscal years beginning after December 15, 2008. SFAS 141(R) and SFAS 160 are effective prospectively; however, the reporting provisions of SFAS 160 are effective retroactively. SFAS 141(R) is required to be adopted concurrently with SFAS 160 and is effective for business combination transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company will apply SFAS 141(R) prospectively to business combinations with an acquisition date on or after February 1, 2009. The Company is currently evaluating SFAS 160 and does not expect it will have material impact on its financial statements.

     In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS 142) to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141, Business Combinations, other U.S. GAAP. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the impact of FSP 142-3 on the financial statements.

     In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48 (“FIN No. 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is evaluating the effect this Interpretation will have on its financial statements.

Note 2 — Accounts Receivable

     Accounts receivable, classified as current, consist of the following at January 31, 2008 and 2007:

		2008				2007
Accounts receivable — trade		$	5,786,623			$	1,991,777
Retainage			713,248				24,369
Unbilled revenue			1,403,398				2,307,202
Employee receivables			35,818				—
Accounts receivable, net		$	7,939,087			$	4,323,348

     Retainage, which has been billed but is not due until completion of performance and acceptance by customers, is expected to be collected within one year.

Note 3 — Other Assets and Liabilities

     Prepaid expenses as of January 31, 2008 and 2007 consisted of prepaid insurance. Other non-current assets as of January 31, 2007 consisted of notes receivable from Pumpco employees. Other liabilities as of January 31, 2007 consisted of deferred gain on sale of property.

Note 4 — Property and Equipment

     Property and equipment is comprised of the following as of January 31, 2008 and 2007:

		2008				2007
Land		$	1,176,013			$	748,645
Buildings and leasehold improvements			141,814				141,814
Machinery and equipment			41,796,028				25,195,172
Vehicles			8,943,344				7,337,230
			52,057,199				33,422,861
Less accumulated depreciation			(17,550,321	)			(14,891,119	)
		$	34,506,878			$	18,531,742

     Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the assets carrying amount to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value.

Note 5 — Leases

     The Company leases land and an office building in Lee County, Texas from the shareholder and his spouse through various leases expiring between October 2010 and October 2024 resulting in lease expense of $179,600, $99,600 and $100,300 for the years ended January 31, 2008, 2007 and 2006, respectively. Monthly payments on these leases range from $300 to $4,000 per month totaling scheduled lease payments of $9,800 per month during the year ending January 31, 2009 and thereafter.

     The Company leases vehicles and equipment from various unrelated parties on a month-to-month basis.

Note 6 — Accounts Payable and Accrued Liabilities

     Accounts payable and accrued liabilities as of January 31, 2008 and 2007 consisted of the following:

		2008				2007
Accounts payable and accrued liabilities:
Trade accounts payable		$	2,122,182			$	1,450,628
Accrued payroll and related liabilities			602,819				625,988
Accrued federal and state taxes			593,845				587,488
Billings in excess of costs			126,729				897,037
Accrued losses on contracts			126,322				181,599
Dividends payable			2,333				9,332
Other			8,261				324
Total		$	3,582,491			$	3,752,396

Note 7 — Debt

     Debt is comprised of equipment financing provided by various lenders at interest rates up to 8.00% due in installments through January 2011, which is secured by the underlying equipment and collateralized by the personal guarantee of the shareholder and his spouse. Contractual maturities of long-term debt obligations are as follows:

Year ending January 31,
2009		$	6,824,232
2010			4,724,693
2011			1,644,876
Total		$	13,193,801

Revolving Credit Facilities

     The Company maintains two revolving lines of credit and one master line of credit with Wells Fargo Bank, National Association totaling $8.6 million as follows:

     A $3.0 million revolving line of credit was renewed on December 18, 2007 at a variable interest rate equal to the prime rate as established by the lender less 0.750 percentage points with interest payments due on a monthly basis. The line is cross-defaulted to a second $3.1 million line and is collateralized by the personal guarantee of the shareholder and his spouse.

     A $3.1 million revolving line of credit was renewed on December 18, 2007 at a variable interest rate equal to the prime rate as established by the lender less 0.750 percentage points with interest payments due on a monthly basis. Advances are limited to 80% of eligible accounts receivable as defined in the loan agreement. Each of these lines of credit requires the Company maintains a debt coverage ratio, as defined of 1.25 to 1.00 and a ratio of total liabilities to tangible net worth not greater than 1.5 to 1.0 as of the end of each year. The line is cross-defaulted to the previous $3.0 million line and is collateralized by accounts receivable, accounts deposited with the lender, and the personal guarantee of the shareholder and his spouse.

     A $2.5 million master line of credit was established on December 18, 2007. Each advance of loan proceeds must be pre-approved by the lender and is restricted to fixed asset purchases. Repayment is to be made over equal monthly installments with interest rates to be determined at the time of each advance. The master line of credit is collateralized by the personal guarantee of the shareholder and his spouse.

     The two revolving lines of credit and the master line of credit mature on May 31, 2009. A change of ownership of 25% or greater constitutes a default under each of the Company’s lines of credit resulting in any outstanding balances becoming due and payable. The principal balances of both revolving lines of credit and the master line were $0 at January 31, 2008 and 2007. The variable rate lines of credit expose the Company to interest rate risk.

Note 8 — Income Taxes

     The Company’s deferred income tax liability relates primarily to the method of depreciation used for fixed assets and the timing of income recognition as a result of the percentage-of-completion method of revenue recognition.

     The expense (benefit) for income taxes from continuing operations consists of the following for the years ended January 31:

		2008				2007				2006
Current:
Federal		$	2,811,008			$	2,780,913			$	139,878
State and local			136,765				—				—
			2,947,773				2,780,913				139,878
Deferred:
Federal			1,595,513				(440,379	)			1,247,132
Expense for income taxes		$	4,543,286			$	2,340,534			$	1,387,010

     The net deferred tax liability of $3.6 million and $2.0 million as of January 31, 2008 and 2007, respectively is primarily related to property and equipment.

     A reconciliation of U.S. statutory federal income tax rate related to pretax income (loss) from continuing operations to the effective tax rate for the years ended January 31 is as follows:

		2008				2007				2006
U.S. statutory federal rate applied to pretax income from continuing operations			34	%			34	%			34	%
State and local income taxes			1				—			—
Non-deductible expenses			(2	)			(1	)			(1	)
Expense for income taxes			33	%			33	%			33	%

Note 9 — Commitments and Contingencies

     The Company is subject to a variety of legal cases, claims and other disputes that arise from time to time in the ordinary course of business. Management is not aware of any pending or threatened proceedings that might have a material impact on cash flows, results of operations or financial condition.

Note 10 — Concentrations of Risk

     For the years ended January 31, 2008, 2007 and 2006, five customers accounted for 94.8%, 80.3% and 86.9% of revenues, respectively. At January 31, 2008 and 2007, two of these customers accounted for 84.9% and 66.9% of trade accounts receivable, respectively.

Note 11 — Related Party Transactions

     The Company leases land and an office building from the shareholder and his spouse The Company is responsible for the real estate taxes, utilities, insurance, and maintenance of the property. See Note 5, Leases. The Company also leases an aircraft from a company owned by the shareholder on a per hour basis and paid $345,982, $323,169 and $210,118 related to this lease in the years ended January 31, 2008, 2007 and 2006, respectively.

Note 12 — Subsequent Events

     On May 30, 2008, the shareholder entered into a Stock Purchase Agreement, dated as of May 1, 2008, with MasTec, Inc. (“MasTec”), a Florida corporation, pursuant to which MasTec purchased all of the issued and outstanding shares of capital stock of Pumpco for the purchase price of $44 million, which was paid in cash on the closing date plus the retirement and assumption of certain liabilities, and earn-out payments over a five-year period based on Pumpco’s future performance as set forth in the purchase agreement. The earn-out payments are payable in cash, MasTec common stock or a combination thereof. MasTec entered into an equipment term loan in the aggregate amount of $22.5 million at 7.05% interest, payable in sixty monthly installments, maturing in 2013. This equipment term loan is secured by most of Pumpco’s existing equipment. In connection with this transaction, certain indebtedness was repaid or refinanced on a long-term basis by MasTec, and Pumpco became a guarantor under MasTec’s Senior Notes and Credit Facility.

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

     In May 2008, MasTec, Inc. acquired all of the issued and outstanding capital stock of Pumpco, Inc. (“Pumpco”) for a purchase price of $44 million, paid in cash, plus the retirement and assumption of certain indebtedness and earn-out payments payable over a five-year period based on Pumpco’s earnings before taxes above a significant threshold. The earn-out is payable in cash, MasTec common stock or a combination thereof. In connection with the acquisition, the Company entered into a $22.5 million equipment term loan and used the proceeds to pay off $8.7 million of Pumpco indebtedness with the balance used to pay a portion of the acquisition purchase price. The equipment term loan is secured by most of Pumpco’s existing equipment. The acquisition is effective as of May 1, 2008, and, accordingly, Pumpco’s earnings have been consolidated as of that date.

     The unaudited pro forma combined condensed financial statements of MasTec, Inc. and Pumpco, Inc. as of and for the three months ended March 31, 2008 have been prepared from our unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2008 and the unaudited financial statements of Pumpco, Inc. as of and for the three months ended April 30, 2008. The unaudited pro forma combined condensed statement of operations for the year ended December 31, 2007 has been prepared from our audited consolidated financial statements for the year ended December 31, 2007 and the audited financial statements of Pumpco, Inc. for the year ended January 31, 2008. There were no inter-corporate transactions in any period presented.

     The unaudited pro forma combined condensed financial statements have been prepared on a basis to reflect the acquisition of Pumpco, Inc. as if this transaction occurred as of January 1, 2007 and 2008 for the statements of operations and as of March 31, 2008 for the balance sheet.

     The unaudited pro forma combined condensed financial statements should not be considered indicative of actual results that would have been achieved had the acquisition been completed as of the dates indicated and do not purport to project the financial condition or results of operations for any future date or period.

     You should read these unaudited pro forma combined condensed financial statements in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2007 and our interim unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2008 and with the audited financial statements of Pumpco, Inc. for the three years ended January 31, 2008 and the unaudited financial statements as of and for the three months ended April 30, 2008.

     The pro forma adjustments are based on preliminary estimates, available information and certain assumptions, and may be revised as additional information becomes available. The unaudited pro forma condensed combined financial statements do not reflect any adjustments for non-recurring items or anticipated synergies resulting from the acquisition. The pro forma adjustments are more fully described in the notes to the unaudited pro forma combined condensed financial statements. The adjustments pertaining to the purchase accounting for the acquisition of Pumpco, Inc. are preliminary and will be subject to further procedures and, in some cases, valuation by an independent firm. Accordingly, the Company has prepared the pro forma adjustments based on assumptions that it believes are reasonable, but that are subject to change once additional information becomes available and the preliminary purchase price allocation is finalized.

MASTEC, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2008
(in thousands)

		Historical				Historical				Pro Forma				Pro Forma
		MasTec				Pumpco*				Adjustments				Combined
Cash and cash equivalents		$	81,523			$	100			$	(51,286	)	(a)	$	52,837
											22,500		(b)
Securities available for sale			28,116				—				—				28,116
Accounts receivable, unbilled revenue and retainage, net			153,049				10,514				—				163,563
Inventories			22,309				88				—				22,397
Prepaid expenses and other current assets			50,379				647				—				51,026
Total current assets			335,376				11,349				(28,786	)			317,939
Property and equipment, net			84,379				37,075				2,400		(c)		119,034
											(4,820	)	(d)
Goodwill and other intangibles, net			206,043				—				22,283		(e)		228,326
Deferred income taxes, net			36,187				—				—				36,187
Other assets			27,070				—				83		(f)		27,153
Total Assets		$	689,055			$	48,424			$	(8,840	)		$	728,639
Current liabilities:
Current maturities of debt		$	3,022			$	10,718			$	(440	)	(g)	$	11,183
											(2,117	)	(h)
Accounts payable and accrued expenses			95,391				3,646				427		(i)		99,464
Other current liabilities			77,728				8				—				77,736
Total current liabilities			176,141				14,372				(2,130	)			188,383
Other liabilities			31,832				3,464				—				35,296
Long-term debt			160,636				8,407				22,500		(b)		184,514
											(1,860	)	(g)
											(5,169	)	(h)
Total liabilities		$	368,609			$	26,243			$	13,431			$	408,193
Preferred stock			—				—				—				—
Common stock			6,720				5				(5	)	(j)		6,720
Capital surplus			553,380				15				(15	)	(j)		553,380
Retained earnings (accumulated deficit)			(231,794	)			23,661				(18,841	)	(j)		(231,794	)
											(4,820	)	(d)
Accumulated other comprehensive (loss) income			(7,860	)			—				—				(7,860	)
Treasury stock			—				(1,500	)			1,500		(j)		—
Total shareholders’ equity			320,446				22,181				(22,181	)			320,446
Total liabilities and shareholders’ equity		$	689,055			$	48,424			$	(8,840	)		$	728,639

See accompanying notes.

MASTEC, INC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2008
(in thousands)

		Historical				Historical				Pro Forma				Pro Forma
		MasTec				Pumpco*				Adjustments				Combined
Revenue		$	261,992			$	14,328							$	276,320
Cost of revenue, excluding depreciation			226,844				12,276								239,120
Depreciation			4,788				2,034			$	(276	)(k)			6,346
											(200	)(l)
General and administrative expenses			20,046				1,047				494	(m)			21,391
											(196	)(l)
Interest, net			2,496				145				233	(n)			2,874
Other (income) expense, net			(151	)			(9	)							(160	)
Income from continuing operations before minority interest, before income taxes			7,969				(1,165	)			(55	)			6,749
Income taxes (provision) benefit			(33	)			394				(361	)(o)			—
Minority interest			—												—
Income from continuing operations		$	7,936			$	(771	)		$	(416	)		$	6,749
Earnings per share from continuing operations:
Basic earnings per share		$	0.12											$	0.10
Fully diluted earnings per share		$	0.12											$	0.10
Shares outstanding- basic			67,187												67,187
Shares outstanding- diluted			67,585												67,585

See accompanying notes.

MASTEC, INC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2007
(in thousands)

		Historical				Historical				Pro Forma			Pro Forma
		MasTec				Pumpco*				Adjustments			Combined
Revenue		$	1,037,779			$	70,143							$	1,107,922
Cost of revenue, excluding depreciation			891,606				44,571								936,177
Depreciation			16,988				5,690			$	(648	)(k)			21,559
											(471	)(l)
General and administrative expenses			114,723				5,584				1,463	(m)			121,122
											(648)	(l)
Interest, net			9,236				336				932	(n)			10,504
Other (income) expense, net			(3,516	)			85								(3,431	)
Income from continuing operations before minority interest, before income taxes			8,742				13,877				(628	)			21,991
Income taxes (provision) benefit							(4,543	)			4,407	(p)			(136	)
Minority interest			(2,459	)			—								(2,459	)
Income from continuing operations		$	6,283			$	9,334			$	3,779			$	19,396
Earning per share from continuing operations:
Basic earning per share		$	0.10											$	0.29
Fully diluted earnings per share		$	0.09											$	0.29
Shares outstanding- basic			66,147												66,147
Shares outstanding- diluted			67,626												67,626

As noted previously, the Historical Pumpco results of operations is for the twelve months ended January 31, 2008.

See accompanying notes.

MASTEC, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following pro forma adjustments are included in the unaudited pro forma condensed combined balance sheet:

(a)		Reflects total cash paid in connection with the acquisition including $41.7 million in proceeds to the seller, $2.3 million in retirement of the seller’s debt associated with assets excluded from the acquisition, and $7.3 million paid to retire certain of indebtedness of Pumpco as of the date of these pro forma financial statements.
(b)		Reflects proceeds from the equipment term loan entered into in connection with the acquisition.
(c)		To record the preliminary estimated fair value adjustment to fixed assets.
(d)		To record the distribution of certain Pumpco assets, excluded from the acquisition, to the selling shareholder.
(e)		To record the preliminary estimated intangible assets and goodwill arising from the acquisition of Pumpco as follows:

Customer contracts and relationships		$	5,200
Non-compete agreements			1,740
Tradename			2,400
Goodwill			12,943
		$	22,283

(f)		To record deferred financing costs associated with the equipment term loan. See note (b).
(g)		Reflects the retirement of certain debt excluded from the acquisition, paid by MasTec out of the selling shareholder’s proceeds from the transaction.
(h)		Reflects the retirement of certain Pumpco indebtedness.
(i)		To record accrued acquisition and financing costs.
(j)		Reflects the elimination of Pumpco’s equity accounts.

The following pro forma adjustments are included in the unaudited pro forma condensed combined statements of operations:

(k)		Reflects adjustment to depreciation resulting from the preliminary estimated write-up to fair value and the revised useful lives of the assets.
(l)		Elimination of Pumpco’s expenses associated with non-revenue producing assets and activities, unrelated to Pumpco’s core business, excluded from the acquisition.
(m)		Reflects amortization of acquired intangible assets. Customer contracts and related relationships are amortized on an accelerated basis to match the utilization of the related cash flow. The remaining intangible assets are amortized on a straight-line basis over their estimated useful lives.
(n)		Incremental interest expense reflecting an annual interest rate of 7.05% on acquisition debt of $22.5 million net of interest savings on debt retired as part of the acquisition, plus the amortization of deferred financing costs on the equipment term loan over its 60 month term.
(o)		Pumpco income tax benefit offsets MasTec’s provision and the remaining benefit is recorded as a fully reserved deferred tax asset.
(p)		Reflects the utilization of a portion of MasTec’s deferred tax asset related to its net operating loss position to offset the Pumpco income tax provision. The remaining tax balance is related to state and local taxes in jurisdictions in which MasTec does not have an offsetting net operating loss position.

Exhibit 23.1

Consent of Independent Registered Certified Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-139996, 333-112010, 333-105781, 333-105516, 333-38932, 333-77823, 333-47003, 333-38940 and 333-30647 and Form S-3 Nos. 333-142083, 333-133252, 333-46067) of MasTec, Inc. of our reports dated July 25, 2008, relating to the relating to the financial statements of Pumpco, Inc., which appear in this Form 8-K/A.

/s/ BDO Seidman LLP
Miami, Florida
July 29, 2008