-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I1uNHdiFiY+YXk1cRMTGxfTjlFHXe42HliZHuuiq1LF5OW8XVHnrzzJQWe4zZCmL HMu0YLO9yMpIqjTak3J6FQ== 0000015615-99-000001.txt : 19990115 0000015615-99-000001.hdr.sgml : 19990115 ACCESSION NUMBER: 0000015615-99-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 ITEM INFORMATION: FILED AS OF DATE: 19990114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASTEC INC CENTRAL INDEX KEY: 0000015615 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 650829355 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08106 FILM NUMBER: 99506183 BUSINESS ADDRESS: STREET 1: 3155 N W 77TH AVE CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055991800 MAIL ADDRESS: STREET 1: 3155 NW 77TH AVENUE STREET 2: SUITE 115 CITY: MIAMI STATE: FL ZIP: 33122-1205 FORMER COMPANY: FORMER CONFORMED NAME: BURNUP & SIMS INC DATE OF NAME CHANGE: 19920703 8-K 1 MASTEC COMPLETES SALE OF SINTEL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------ Date of Report (Date of earliest event reported): December 31, 1998 MASTEC, INC. (Exact name of registrant as specified in its charter) Florida 0-3797 65-0829355 ------- ------ ---------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 3155 N.W. 77th Avenue Miami, Florida 33122-1205 -------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (305) 599-1800 Not Applicable -------------- (Former name or former address, if changed since last report) Page 2 Item 2. Disposition of Assets Pursuant to a Stock Purchase and Sale Agreement dated as of December 30, 1998, among MasTec, Inc. (the "Company") and a group of investors (the "Buyer"), the Company sold 87% of its Spanish subsidiary, Sistemas e Instalaciones de Telecomunicacion, S.A. ("Sintel"), which includes operations in Spain, Argentina, Chile, Colombia, Peru, Puerto Rico and Venezuela, effective as of December 31, 1998. The investor group included the chief executive officer of Sintel and a member of its Board of Directors. In addition, the Company received the right to sell its remaining 13% interest to the investors under certain circumstances at fixed prices on December 31, 1999 and 2000. The Company also received tag along rights to include its 13% interest in any public or private sale of Sintel. Jorge Mas, the Company's Chairman and Chief Executive Officer, will remain the Chairman of the Board of Sintel until the earlier of the sale of the Company's remaining 13% interest or December 31, 2000. The terms of the transaction were established through arm's length negotiation. The Company received $919,000 (130.5 million pesetas at an exchange rate of 142 pesetas to the dollar) on the date of closing and the balance of $26.3 million (3.7 billion pesetas ) is payable in four equal monthly installments with the last payment due on April 30, 1999. The Company expects to report a loss on this transaction in the fourth quarter of 1998 to the extent of Sintel's earnings recognized in the fourth quarter. Proceeds from the sale are expected to be used for general corporate purposes, including debt reduction and further development of the Company's business in its core North American operations. The sale also includes the remaining indebtedness to Telefonica, S.A. for the purchase of Sintel totalling $25.4 million (3.6 billion pesetas). Page 3 Item 7. Financial Statements and Exhibits (b) Unaudited Pro forma financial information: The Company's unaudited pro forma financial statements give effect to the sale of Sintel as if such transaction had occurred for balance sheet purposes on September 30, 1998 and for income statement purposes as of January 1, 1997. The pro forma information is not necessarily indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative of the Company's future results. Page 4 MASTEC, INC. PRO FORMA BALANCE SHEET AT SEPTEMBER 30, 1998 (In thousands)
Historical -------------------------- Pro forma Consolidated Pro forma Without Consolidated Sintel Adjustments Sintel ------------ ----------- ------------- ------------ ASSETS Current assets: Cash and cash equivalents $ 14,283 $ 2,706 $ $ 11,577 Accounts receivable-net and unbilled revenue 426,257 119,600 26,848 (1)(3) 333,505 Inventories 16,104 2,774 13,330 Other current assets 37,355 19,087 18,268 ------- ------- ------- ------- Total current assets 493,999 144,167 26,848 376,680 Property and equipment-net 145,632 5,270 140,362 Investments in unconsolidated companies 69,316 28,807 3,103 (1) 43,612 Other assets 185,417 10,517 174,900 ------- ------- ------- ------- TOTAL ASSETS $ 894,364 $ 188,761 $ 29,951 $ 735,554 ======= ======= ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current maturities of debt $ 77,924 $ 67,604 (4) $ $ 10,320 Accounts payable 197,113 75,269 121,844 Other current liabilities 70,237 4,469 (4) 6,750 (2) 72,518 ------- ------- ------- ------- Total current liabilities 345,274 147,342 6,750 204,682 Other liabilities 42,069 16,968 25,101 Long-term debt 280,872 584 280,288 Shareholders' equity 226,149 23,867 23,201 (3) 225,483 ------- ------- ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 894,364 $ 188,761 $ 29,951 $ 735,554 ======= ======= ======= =======
Page 5 MASTEC, INC. PRO FORMA STATEMENT OF INCOME FOR PERIOD ENDED DECEMBER 31, 1997 (In thousands, except per share amounts)
Historical ------------------------------- Pro forma Consolidated Pro forma Without Consolidated Sintel Adjustments Sintel --------------- ------------ --------------- --------------- Revenue $ 659,439 $ 207,209 $ 452,230 Costs of revenue 496,230 152,892 343,338 Depreciation and amortization 23,465 2,616 20,849 General and administrative expenses 82,261 39,120 43,141 ------- ------- ------- Operating Income 57,483 12,581 44,902 Interest expense 11,541 4,946 6,595 Interest and dividend income 1,783 1,016 767 Other income, net 8,252 547 7,705 ------- ------- ------- Income before equity in earnings of unconsolidated companies, provision for income taxes and minority interest 55,977 9,198 46,779 Provision for income taxes 20,864 3,268 17,596 Equity in earnings of unconsolidated companies 2,897 2,280 617 Minority interest (3,346) (161) (3,185) ------- ------- ------- Net income $ 34,664 $ 8,049 $ 26,615 ======= ======= ======= Weighted average common shares outstanding 26,460 26,460 Basic Earnings per share $ 1.31 $ 1.01 ======= ======= Weighted average common shares outstanding 27,019 27,019 Diluted earnings per share $ 1.28 $ 0.99 ======= =======
Page 6 MASTEC, INC. PRO FORMA STATEMENT OF INCOME FOR PERIOD ENDED SEPTEMBER 30, 1998 (In thousands, except per share amounts)
Historical ------------------------------- Pro forma Consolidated Pro forma Without Consolidated Sintel Adjustments Sintel --------------- ------------- -------------- --------------- Revenue $ 720,807 $ 151,409 $ 569,398 Costs of revenue 557,707 118,212 439,495 Depreciation and amortization 30,994 1,770 29,224 General and administrative expenses 99,406 37,585 61,821 ------- ------- ------- Operating Income 32,700 (6,158) 38,858 Interest expense 19,916 3,395 16,521 Interest and dividend income 6,010 520 5,490 Other income, net 2,467 1,797 670 ------- ------- ------- Income (loss) before provision (benefit) for income taxes, equity in earnings of unconsolidated companies and minority interest 21,261 (7,236) 28,497 Provision (benefit) for income taxes 9,769 (1,586) 11,355 Equity in earnings of unconsolidated companies 1,558 1,149 409 Minority interest (2,344) (323) (2,021) ------- ------- ------- Net income (loss) $ 10,706 $ (4,824) $ 15,530 ======= ======= ======= Weighted average common shares outstanding 27,640 27,640 Basic Earnings per share $ 0.39 $ 0.56 ======= ======= Weighted average common shares outstanding 28,010 28,010 Diluted earnings per share $ 0.38 $ 0.55 ======= =======
Page 7 Notes to Unaudited Pro forma Balance Sheet and Income Statements (1) Reflects the gross proceeds of $27.2 million (3.9 billion pesetas) from the sale of the Company's Spanish subsidiary. The sale represents an 87% interest in Sintel of which $919,000 (130.5 million pesetas) was received at closing and $26.3 million (3.7 billion pesetas) is to be paid in four equal installments of $6.6 million (934.8 million pesetas) through April 30, 1999. The remaining 13% is recorded at cost at $3.1 million. (2) To adjust for income taxes payable related to the sale. Income taxes were computed using a basis of $10.3 million. (3) To adjust shareholders' equity for the settlement of intercompany accounts and the effect of adjustment in notes 1 and 2 above. (4) The balance represents working capital debt and original seller financing of $24.1 million provided by Telefonica, S.A. and accrued interest thereon of $4.5 million. SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 14, 1999 MasTec, Inc. By: /s/ Carmen M. Sabater Carmen M. Sabater Senior Vice President- Director of Finance (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----