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Related Party Transactions
9 Months Ended
Sep. 30, 2018
Related Party Transactions [Abstract]  
Related Party Transactions
Note 15Related Party Transactions
MasTec purchases, rents and leases equipment and purchases various types of supplies and services used in its business from a number of different vendors on a non-exclusive basis, and from time to time, rents equipment to certain entities, including entities that are associated with members of subsidiary management. For the three month periods ended September 30, 2018 and 2017, related party lease payments to such entities for operational facilities and equipment totaled approximately $11.8 million and $11.3 million, respectively, and for the nine month periods ended September 30, 2018 and 2017, totaled approximately $30.1 million and $38.4 million, respectively. Payables associated with these related party lease payments totaled approximately $4.7 million and $0.1 million as of September 30, 2018 and December 31, 2017, respectively. Additionally, payments to such related party entities for various types of supplies and services, including ancillary construction services, project-related site restoration and marketing and business development activities, totaled approximately $22.4 million and $26.4 million for the three month periods ended September 30, 2018 and 2017, respectively, and totaled $35.8 million and $41.0 million for the nine month periods ended September 30, 2018 and 2017, respectively. As of September 30, 2018 and December 31, 2017, related amounts payable totaled approximately $37.9 million and $5.2 million, respectively. Revenue from equipment rentals to such related party entities totaled approximately $0.7 million for both the three and nine month periods ended September 30, 2018, and related amounts receivable totaled approximately $0.7 million as of September 30, 2018.
MasTec performs certain construction services for two entities, of which a member of subsidiary management is a minority owner. Revenue from these arrangements totaled approximately $2.5 million and $1.0 million for the three month periods ended September 30, 2018 and 2017, and for the nine month periods ended September 30, 2018 and 2017, totaled approximately $8.7 million and $1.0 million, respectively. Related amounts receivable, net of BIEC, totaled approximately $0.3 million and $0.2 million as of September 30, 2018 and December 31, 2017, respectively. In 2017, MasTec acquired an oil and gas pipeline equipment company that was formerly owned by a member of subsidiary management for approximately $40.6 million in cash and an estimated earn-out liability of $65.7 million, as adjusted, of which $5.7 million was paid in the second quarter of 2018. MasTec previously leased equipment from this company. In February 2018, MasTec acquired a construction management firm specializing in steel building systems, of which Juan Carlos Mas, who is the brother of Jorge Mas, Chairman of MasTec’s Board of Directors, and José R. Mas, MasTec’s Chief Executive Officer, was a minority owner, for approximately $6.1 million in cash and an estimated earn-out liability of approximately $0.7 million, as adjusted. The net assets acquired included notes payable to the former owners totaling approximately $2.6 million, which amount was subsequently repaid.
MasTec rents and leases equipment and purchases equipment supplies used in its business from a number of different vendors, and from time to time, rents equipment to certain entities, including CCI, in which it has a 15% equity investment. Juan Carlos Mas serves as the chairman of CCI, and a member of management of a MasTec subsidiary is a minority owner. For the three month periods ended September 30, 2018 and 2017, MasTec paid CCI approximately $9.0 million and $22.9 million, net of rebates, respectively, for equipment supplies, rentals, leases and servicing, and for the nine month periods ended September 30, 2018 and 2017, MasTec paid CCI approximately $19.9 million and $34.9 million, net of rebates, respectively. Amounts payable to CCI, net of rebates receivable, totaled approximately $22.9 million as of September 30, 2018, and as of December 31, 2017, were de minimis. Revenue from equipment rentals to CCI totaled approximately $0.3 million for both the three and nine month periods ended September 30, 2018, and related amounts receivable totaled approximately $0.3 million as of September 30, 2018.
MasTec has a subcontracting arrangement with an entity for the performance of construction services, the minority owners of which include an entity controlled by Jorge Mas and José R. Mas, along with two members of management of a MasTec subsidiary. For the three month periods ended September 30, 2018 and 2017, MasTec incurred approximately $1.1 million and $39.2 million, respectively, of expenses under this subcontracting arrangement, and for the nine month periods ended September 30, 2018 and 2017, MasTec incurred approximately $7.8 million and $54.8 million, respectively. As of September 30, 2018 and December 31, 2017, related amounts payable totaled approximately $1.9 million and $2.0 million, respectively.
MasTec leases employees to a customer in which Jorge Mas and José R. Mas own a majority interest. For both the three month periods ended September 30, 2018 and 2017, MasTec charged approximately $0.2 million to this customer, and for both the nine month periods ended September 30, 2018 and 2017, charged $0.6 million. As of September 30, 2018 and December 31, 2017, outstanding receivables related to this employee leasing arrangement totaled approximately $0.3 million and $0.2 million, respectively. The Company also provides satellite communication services to this customer. For both the three month periods ended September 30, 2018 and 2017, revenue from satellite communication services provided to this customer totaled approximately $0.2 million, and for the nine month periods ended September 30, 2018 and 2017, totaled approximately $0.7 million and $0.6 million, respectively. As of both September 30, 2018 and December 31, 2017, amounts receivable from this arrangement totaled approximately $0.3 million.
MasTec has a leasing arrangement for an aircraft that is owned by an entity that Jorge Mas owns. For the three month periods ended September 30, 2018 and 2017, MasTec paid approximately $0.9 million and $0.5 million, respectively, under this leasing arrangement, and for the nine month periods ended September 30, 2018 and 2017, paid approximately $2.0 million and $1.5 million, respectively. As of both September 30, 2018 and December 31, 2017, related amounts payable were de minimis.
The Company has a 40% interest in an entity related to a 2017 acquisition that is accounted for as an equity method investment. As of September 30, 2018 and December 31, 2017, advances outstanding from this entity, net, totaled approximately $0.1 million and $0.3 million, respectively.
The Company’s Pacer subsidiary has a subcontracting arrangement with a contractual joint venture in which it holds a 35% undivided interest. For the three month periods ended September 30, 2018 and 2017, revenue recognized by the Company in connection with this arrangement totaled approximately $0.2 million and $0.6 million, respectively, and for the nine month periods ended September 30, 2018 and 2017, totaled approximately $0.6 million and $0.9 million, respectively. As of September 30, 2018 and December 31, 2017, accounts receivable, net of BIEC, from this contractual joint venture totaled approximately $0.1 million and $0.8 million, respectively. Outstanding performance guarantees on behalf of this contractual joint venture, which are based on the original full contract value of the associated project, totaled Canadian $132.1 million as of both September 30, 2018 and December 31, 2017 (or approximately $102.3 million and $105.1 million, respectively). Additionally, the Company provided project-related financing in connection with this contractual joint venture of approximately $0.6 million and $2.7 million for the three month periods ended September 30, 2018 and 2017, respectively, and approximately $2.7 million and $5.9 million for the nine month periods ended September 30, 2018 and 2017, respectively.
Non-controlling interests in entities consolidated by the Company represent ownership interests held by members of management of certain of the Company’s subsidiaries, primarily in the Company’s Oil and Gas segment. The Company made distributions of earnings to holders of its non-controlling interests of $0.6 million in the first quarter of 2018 and $1.3 million in the first quarter of 2017. In October 2017, the Company acquired the remaining non-controlling interests of one of these entities, with which it previously had a subcontracting arrangement for the performance of ancillary oil and gas construction services, for approximately $21.4 million in cash and an estimated earn-out liability of $11.0 million, as adjusted, of which $4.6 million was paid in the second quarter of 2018.
Split Dollar Agreements
In the first quarter of 2018, Jorge Mas, the Company, and José R. Mas and Juan Carlos Mas, as trustees of the Jorge Mas trust, entered into an amended and restated split dollar life insurance agreement that replaced the prior split dollar agreement with Jorge Mas. Additionally, in the first quarter of 2018, José R. Mas, the Company, and Jorge Mas, Juan Carlos Mas and Patricia Mas, as trustees of the José R. Mas trust, entered into an amended and restated split dollar life insurance agreement that replaced the prior split dollar life insurance agreement with José R. Mas. For details of the amended and restated split dollar life insurance agreements with each of Jorge and José R. Mas, see Note 15 - Related Party Transactions in the Company’s 2017 Form 10-K.
For both the three month periods ended September 30, 2018 and 2017, the Company paid $0.6 million in connection with the split dollar agreements for Jorge Mas, and no payments were made for José R. Mas. For both the nine month periods ended September 30, 2018 and 2017, the Company paid $1.1 million in connection with the split dollar agreements for Jorge Mas, and paid $0.7 million for both the nine month periods ended September 30, 2018 and 2017 for José R. Mas. As of September 30, 2018 and December 31, 2017, life insurance assets associated with these agreements, which amounts are included within other long-term assets, totaled approximately $18.5 million and $16.6 million, respectively.