UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
Form 10-Q
_____________________________________________
(Mark One)
For the quarterly period ended June 30, 2024
OR
For the transition period from __ to __
Commission File Number 001-08106
_____________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(305 ) 599-1800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑ | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☑
As of July 29, 2024, MasTec, Inc. had 79,220,966 shares of common stock outstanding.
MASTEC, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2024
TABLE OF CONTENTS
| Page | ||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MASTEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited - in thousands, except per share amounts)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Costs of revenue, excluding depreciation and amortization | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | ( | ||||||||||||||||||
| (Provision for) benefit from income taxes | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Net income attributable to non-controlling interests | |||||||||||||||||||||||
| Net income (loss) attributable to MasTec, Inc. | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Earnings (loss) per share (Note 2): | |||||||||||||||||||||||
Basic earnings (loss) per share | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
MASTEC, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited - in thousands)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Foreign currency translation (losses) gains, net of tax | ( | ( | |||||||||||||||||||||
| Unrealized gains on investment activity, net of tax | |||||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Comprehensive income attributable to non-controlling interests | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to MasTec, Inc. | $ | $ | $ | ( | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
MASTEC, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited - in thousands, except share information)
| June 30, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net of allowance | |||||||||||
| Contract assets | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | $ | $ | |||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill, net | |||||||||||
| Other intangible assets, net | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt, including finance leases | $ | $ | |||||||||
| Current portion of operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Accrued salaries and wages | |||||||||||
| Other accrued expenses | |||||||||||
| Contract liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | $ | $ | |||||||||
| Long-term debt, including finance leases | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
Commitments and contingencies (Note 12) | |||||||||||
| Equity | |||||||||||
Preferred stock, $ | $ | $ | |||||||||
Common stock, $ | |||||||||||
| Capital surplus | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost: | ( | ( | |||||||||
| Total MasTec, Inc. shareholders’ equity | $ | $ | |||||||||
| Non-controlling interests | $ | $ | |||||||||
| Total equity | $ | $ | |||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
MASTEC, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited - in thousands, except shares)
| Common Stock | Treasury Stock | Capital Surplus | Retained Earnings | Accumulated Other Comprehensive Loss | Total MasTec, Inc. Shareholders’ Equity | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted shares, net | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes, net of other stock issuances | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| For the Three Months Ended June 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2023 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted shares, net | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes, net of other stock issuances | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares in connection with acquisition | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related assumption of non-controlling interest | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
MASTEC, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited - in thousands, except shares)
| Common Stock | Treasury Stock | Capital Surplus | Retained Earnings | Accumulated Other Comprehensive Loss | Total MasTec, Inc. Shareholders’ Equity | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted shares, net | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes, net of other stock issuances | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related assumption of non-controlling interest | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| For the Six Months Ended June 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes, net of other stock issuances | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares in connection with acquisition | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related assumption of non-controlling interest | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | ( | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
MASTEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited - in thousands)
| For the Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Non-cash stock-based compensation expense | |||||||||||
| Benefit from deferred income taxes | ( | ( | |||||||||
| Equity in earnings of unconsolidated affiliates, net | ( | ( | |||||||||
| Gains on sales and impairments of assets, net | ( | ( | |||||||||
| Loss on extinguishment of debt | |||||||||||
| Non-cash interest expense, net | |||||||||||
| Other non-cash items, net | |||||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Contract assets | ( | ||||||||||
| Inventories | |||||||||||
| Other assets, current and long-term portion | |||||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Contract liabilities | |||||||||||
| Other liabilities, current and long-term portion | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | $ | $ | ( | ||||||||
| Cash flows from investing activities: | |||||||||||
| Cash paid for acquisitions, net of cash acquired | ( | ( | |||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sales of property and equipment | |||||||||||
| Payments for other investments | ( | ( | |||||||||
| Proceeds from other investments | |||||||||||
| Other investing activities, net | |||||||||||
| Net cash used in investing activities | $ | ( | $ | ( | |||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from credit facilities | |||||||||||
| Repayments of credit facilities and term loans | ( | ( | |||||||||
Proceeds from issuance of | |||||||||||
Repayments of | ( | ||||||||||
| Payments of finance lease obligations | ( | ( | |||||||||
| Payments of acquisition-related contingent consideration | ( | ( | |||||||||
| Payments to non-controlling interests, including acquisition of interests and distributions | ( | ( | |||||||||
| Payments for stock-based awards | ( | ( | |||||||||
| Other financing activities, net | ( | ( | |||||||||
| Net cash used in financing activities | $ | ( | $ | ( | |||||||
| Effect of currency translation on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | $ | ( | $ | ( | |||||||
| Cash and cash equivalents - beginning of period | $ | $ | |||||||||
| Cash and cash equivalents - end of period | $ | $ | |||||||||
Supplemental cash flow information: | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid, net of refunds | $ | $ | |||||||||
Supplemental disclosure of non-cash information: | |||||||||||
| Additions to property and equipment from finance leases and other financing arrangements | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
MASTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Business, Basis of Presentation and Significant Accounting Policies
Nature of the Business
MasTec, Inc. (collectively with its subsidiaries, “MasTec,” or the “Company”) is a leading infrastructure construction company operating mainly throughout North America across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy, utility and other infrastructure, such as: wireless, wireline/fiber and customer fulfillment activities; power delivery infrastructure, including transmission, distribution, environmental planning and compliance; power generation infrastructure, primarily from clean energy and renewable sources; pipeline infrastructure, including for natural gas, water and carbon capture sequestration pipelines and pipeline integrity services; heavy civil and industrial infrastructure, including roads, bridges and rail; and environmental remediation services. MasTec’s customers are primarily in these industries. MasTec reports its results under five reportable segments: (1) Communications; (2) Clean Energy and Infrastructure; (3) Power Delivery; (4) Oil and Gas; and (5) Other.
Basis of Presentation
The accompanying consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated balance sheet as of December 31, 2023 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023 contained in the Company’s 2023 Annual Report on Form 10-K (the “2023 Form 10-K”). In management’s opinion, all normal and recurring adjustments considered necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented have been included. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these consolidated financial statements are adequate to make the information not misleading.
Principles of Consolidation
The accompanying consolidated financial statements include MasTec, Inc. and its subsidiaries and include the accounts of all majority owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. Other parties’ interests in entities that MasTec consolidates are reported as non-controlling interests within equity. Net income or loss attributable to non-controlling interests is reported as a separate line item below net income or loss. Investments in entities for which the Company does not have a controlling financial interest, but over which it has the ability to exert significant influence, are accounted for under the equity method of accounting. For equity investees in which the Company has an undivided interest in the assets, liabilities and profits or losses of an unincorporated entity, but does not exercise control over the entity, the Company consolidates its proportional interest in the accounts of the entity.
Translation of Foreign Currencies
The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at period-end exchange rates, with resulting translation gains or losses included within other comprehensive income or loss. Revenue and expenses are translated into U.S. dollars at average rates of exchange during the applicable period. Substantially all of the Company’s foreign operations use their local currency as their functional currency. For foreign operations for which the local currency is not the functional currency, the operation’s non-monetary assets are remeasured into U.S. dollars at historical exchange rates. All other accounts are remeasured at current exchange rates. Gains or losses from remeasurement are included in other income or expense, net. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in other income or expense, net.
In these consolidated financial statements, “$” means U.S. dollars unless otherwise noted.
Significant Accounting Policies
Revenue Recognition
The Company recognizes revenue from contracts with customers when, or as, control of promised services and goods is transferred to customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for the services and goods transferred. The Company primarily recognizes revenue over time utilizing the cost-to-cost measure of progress, which best depicts the continuous transfer of control of goods or services to the customer, and correspondingly, when performance obligations are satisfied for the related contracts.
Contracts. The Company derives revenue primarily from construction projects performed under: (i) master service and other service agreements, which generally provide a menu of available services in a specific geographic territory that are utilized on an as-needed basis, and are typically priced using either a time and materials or a fixed price per unit basis; and (ii) contracts for specific projects requiring the construction and installation of an entire infrastructure system, or specified units within an infrastructure system, which may be subject to one or multiple pricing models, including fixed price, unit price, time and materials, or cost plus a markup. Revenue derived from projects performed under master service and other service agreements totaled 40 % and 43 % of consolidated revenue for the three month periods ended June 30, 2024 and 2023, respectively, and totaled 40 % and 45 % for the six month periods ended June 30, 2024 and 2023, respectively.
9
For certain master service and other service agreements, revenue is recognized at a point in time, primarily for install-to-the-home and certain other wireless services in the Company’s Communications segment, and to a lesser extent, certain revenue in the Company’s Clean Energy and Infrastructure and Oil and Gas segments. Point in time revenue is recognized when the work order has been fulfilled, which, for the majority of the Company’s point in time revenue, is the same day it is initiated. Point in time revenue accounted for approximately 2 3
The total contract transaction price and cost estimation processes used for recognizing revenue over time under the cost-to-cost method is based primarily on the professional knowledge and experience of the Company’s project managers, operational and financial professionals and other professional expertise, as warranted. Management reviews estimates of total contract transaction price and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of the estimated amount and probability of variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and the Company’s profit recognition. Changes in these factors could result in revisions to the amount of revenue recognized in the period in which the revisions are determined, which revisions could materially affect the Company’s consolidated results of operations for that period. Provisions for losses on uncompleted contracts are recorded in the period in which such losses are determined based on management’s estimates. For the six month periods ended June 30, 2024 and 2023, project profit was affected by less than 5 0.4 % and 1.5 % for the three month periods ended June 30, 2024 and 2023, respectively, and such net changes positively affected revenue by approximately 0.2 % and 0.6 % for the six month periods ended June 30, 2024 and 2023, respectively.
Performance Obligations. A performance obligation is a contractual promise to transfer a distinct good or service to a customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. The Company’s contracts often require significant services to integrate complex activities and equipment into a single deliverable, and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. The majority of the Company’s performance obligations are completed within one year .
Remaining performance obligations represent the amount of unearned transaction prices under contracts for which work is wholly or partially unperformed, including the Company’s share of unearned transaction prices from its proportionately consolidated non-controlled joint ventures. As of June 30, 2024, the amount of the Company’s remaining performance obligations was $9.3 billion. Based on current expectations, the Company anticipates it will recognize approximately $4.2 billion, or 45.0 %, of its remaining performance obligations as revenue during 2024, with the majority of the remaining balance expected to be recognized over the subsequent two year period.
Variable Consideration. Transaction prices for the Company’s contracts may include variable consideration, which comprises items such as change orders, claims and incentives. Management estimates variable consideration for a performance obligation utilizing estimation methods that it believes best predict the amount of consideration to which the Company will be entitled. Management’s estimates of variable consideration and the determination of whether to include estimated amounts in transaction prices are based largely on specific discussions, correspondence or preliminary negotiations and past practices with the customer, engineering studies and legal advice and all other relevant information that is reasonably available at the time of the estimate. To the extent unapproved change orders, claims and other variable consideration reflected in transaction prices are not resolved in the Company’s favor, or to the extent incentives reflected in transaction prices are not earned, there could be reductions in, or reversals of, previously recognized revenue.
As of June 30, 2024 and December 31, 2023, the Company’s contract transaction prices included approximately $175 million and $194 million, respectively, of change orders and/or claims for certain contracts that were in the process of being resolved in the ordinary course of its business, including through negotiation, arbitration and other proceedings. These transaction price adjustments, when earned, are included within contract assets or accounts receivable, net of allowance, as appropriate. As of both June 30, 2024 and December 31, 2023, these change orders and/or claims primarily related to certain projects in the Company’s Clean Energy and Infrastructure and Power Delivery segments. The Company actively engages with its customers to complete the final approval process for such amounts and generally expects these processes to be completed within one year . Amounts ultimately realized upon final agreement by customers could be higher or lower than such estimated amounts.
Recent Accounting Pronouncements
The discussion below describes the effects of recent accounting pronouncements, as updated from the discussion in the Company’s 2023 Form 10-K.
In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”) to clarify existing guidance and reduce diversity in practice in the accounting for joint ventures. ASU 2023-05 addresses the accounting for contributions made to a joint venture upon formation in a joint venture’s separate financial statements. The provisions of this ASU require that a joint venture initially measure all contributions received upon its formation at fair value, largely consistent with Topic 805, Business Combinations. The amendments in this ASU are not applicable to the formation of proportionately consolidated joint ventures. ASU 2023-05 is effective prospectively for all joint ventures with a formation date on or after January 1, 2025, with early adoption permitted on a retrospective basis for joint ventures formed before January 1, 2025. The Company is currently evaluating the effects of this ASU.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to enhance segment reporting disclosures. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, as well as disclosure of the total amount and description of other segment items by reportable segment. This ASU also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. Under ASU 2023-07, the disclosures that are currently required on an annual basis under Topic 280, Segment Reporting,
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pertaining to reportable segment profit or loss and assets will also be required for interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with retrospective application. Early adoption is permitted. The Company is currently evaluating the effect of this ASU on its segment disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) to enhance transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires greater standardization and disaggregation of categories within an entity’s tax rate reconciliation disclosure, as well as disclosure of income taxes paid by jurisdiction, among other requirements. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 is effective on a prospective basis, with retrospective application permitted. The Company is currently evaluating the effects of this ASU on its income tax disclosures.
In March 2024, the Securities and Exchange Commission (“SEC”) adopted final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to provide certain climate-related disclosures in registration statements and annual reports. The new rules are scheduled to begin to phase in for fiscal years beginning on or after January 1, 2025, on a prospective basis. On April 4, 2024, the SEC voluntarily stayed implementation of the final rules pending certain legal challenges to the rules. The Company is currently monitoring developments related to the rules and evaluating their potential effect on its consolidated financial statements.
Note 2 – Earnings Per Share
Basic earnings or loss per share is computed by dividing net income or loss attributable to MasTec by the weighted average number of common shares outstanding for the period, which excludes non-participating unvested restricted share awards. Diluted earnings per share is computed by dividing net income attributable to MasTec by the weighted average number of fully diluted shares, as calculated primarily under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as issued but unvested restricted shares.
The following table provides details underlying the Company’s earnings per share calculations for the periods indicated (in thousands):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income (loss) attributable to MasTec: | |||||||||||||||||||||||
Net income (loss) - basic and diluted | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||||||||
Dilutive common stock equivalents (a) | |||||||||||||||||||||||
| Weighted average shares outstanding - diluted | |||||||||||||||||||||||
(a)For the three month periods ended June 30, 2024 and 2023, anti-dilutive common stock equivalents totaled approximately 5,000 and 2,000 shares, respectively, and for the six month periods ended June 30, 2024 and 2023, such shares totaled approximately 929,000 and 1,147,000 , respectively.
Note 3 – Acquisitions, Goodwill and Other Intangible Assets, Net
The following table provides a reconciliation of changes in goodwill by reportable segment for the six month period ended June 30, 2024 (in millions):
| Communications | Clean Energy and Infrastructure | Power Delivery | Oil and Gas | Total Goodwill | |||||||||||||||||||||||||
Goodwill, gross, as of December 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Accumulated impairment loss (a) | ( | ( | |||||||||||||||||||||||||||
Goodwill, net, as of December 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Currency translation adjustments | ( | ( | |||||||||||||||||||||||||||
Goodwill, net as of June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) Accumulated impairment loss includes the effects of currency translation gains and/or losses.
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The following table provides a reconciliation of changes in other intangible assets, net, for the period indicated (in millions):
| Other Intangible Assets, Net | |||||||||||||||||||||||
| Customer Relationships and Backlog | Trade Names (a) | Other (b) | Total | ||||||||||||||||||||
Other intangible assets, gross, as of December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated amortization | ( | ( | ( | ( | |||||||||||||||||||
Other intangible assets, net, as of December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||
| Additions from new business combinations | |||||||||||||||||||||||
| Currency translation adjustments | ( | ( | |||||||||||||||||||||
| Amortization expense | ( | ( | ( | ( | |||||||||||||||||||
Other intangible assets, net, as of June 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||
(a)Includes approximately $34.5
(b)Consists principally of pre-qualifications and non-compete agreements.
During the first quarter of 2024, the reporting units within the Power Delivery operating segment were restructured to more closely align with the segment’s end markets and to better correspond with the operational management reporting structure of the segment, including from the effects of the Company’s recent transformative acquisition efforts. Under the new reporting unit structure, each of the five components within the Power Delivery operating segment is a reporting unit. Management performed testing under the previous reporting unit structure and determined that no goodwill impairment existed, and under the new reporting unit structure the estimated fair values of all but one of the reporting units substantially exceeded their carrying values. A 100 basis point increase in the discount rate would not have resulted in any of the tested reporting units’ carrying values exceeding their fair values. As of March 31, 2024, the reporting unit that did not substantially exceed its carrying value had approximately $47.1 million of goodwill. This reporting unit’s estimated fair value exceeded its carrying value by approximately 16 %. Significant assumptions used in testing this reporting unit included terminal values based on a terminal growth rate of 3 %, 5 years of discounted cash flows prior to the terminal value, including revenue growth and EBITDA margin assumptions, and a weighted average discount rate of 12 %.
Additionally, no events occurred during the three month period ended June 30, 2024 that would indicate it was more likely than not that a goodwill impairment exists. Significant changes in the assumptions or estimates used in management’s assessment, such as a reduction in profitability and/or cash flows, changes in market, regulatory or other conditions, including decreases in project activity levels and/or the effects of elevated levels of inflation, market interest rates or other market disruptions, including from geopolitical or other events, could result in non-cash impairment charges to goodwill and indefinite-lived intangible assets in the future.
Recent Acquisitions
The Company seeks to grow and diversify its business both organically and through acquisitions and/or strategic arrangements in order to deepen its market presence and customer base, broaden its geographic reach and expand its service offerings. Acquisitions are funded with cash on hand, borrowings under the Company’s senior unsecured credit facility and other debt financing and, for certain acquisitions, with shares of the Company’s common stock, and are generally subject to customary purchase price adjustments.
2024 Acquisitions. In July 2024, MasTec acquired all of the equity interests of a construction company focused on underground utility infrastructure for industrial and municipal projects, with expertise in data center utility systems, for approximately $35 million in cash and a five year earn-out liability. The Company expects to include the results of operations from the date of acquisition within the Power Delivery segment. The Company is in the process of preparing its initial valuation of the tangible and intangible assets relating to this acquisition and the allocation of the purchase price to the assets acquired and liabilities assumed.
2023 Acquisitions. During 2023, MasTec completed four acquisitions, including the acquisition of certain assets of a telecommunications company specializing in wireless services, which acquisition was included within the Company’s Communications segment, and was effective in January; and, effective in July, the acquisition of the equity interests of a telecommunications construction company specializing in broadband and fiber-to-the-home initiatives in the New England area, which acquisition was included within the Company’s Communications segment. Determination of the estimated fair values of the net assets acquired and consideration transferred for these acquisitions, which have been accounted for as business combinations under ASC Topic 805, Business Combinations (“ASC 805”), was substantially complete as of June 30, 2024, with exception for certain seller tax reimbursements. Additionally, effective in May 2023, MasTec acquired certain of the equity interests of two equipment companies which were accounted for as asset acquisitions under ASC 805 and were included within the Company’s Oil and Gas segment.
The aggregate purchase price of the Company’s 2023 acquisitions was composed of approximately $69 million in cash, net of cash acquired, and an earn-out liability valued at approximately $1 million. As of June 30, 2024, the remaining potential undiscounted earn-out liabilities for the 2023 acquisitions was estimated to be up to $2 million; however, there is no maximum payment amount. See Note 4 – Fair Value of Financial Instruments for fair value estimates and other details related to the Company’s earn-out arrangements. Approximately $42 million of the goodwill balance related to the 2023 acquisitions is expected to be tax deductible as of June 30, 2024.
Acquisition and integration costs. In 2021, the Company initiated a significant transformation of its end-market business operations to focus on the nation’s transition to low-carbon energy sources and position the Company for expected future growth opportunities. This transformation included significant business combination activity, including expansion of the Company’s scale and capacity in renewable energy, power delivery, heavy civil and telecommunications services, which activity resulted in significant acquisition and integration costs in prior periods. These acquisition and integration activities were completed in the fourth quarter of 2023. For the three and six month periods ended June 30, 2023,
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such acquisition and integration costs totaled approximately $22.7 million and $39.8 million, respectively, of which $20.4 million and $35.0 million, respectively, was included within general and administrative expenses, and of which $2.3 million and $4.8 million, respectively, was included within costs of revenue, excluding depreciation and amortization.
Note 4 – Fair Value of Financial Instruments
The Company’s financial instruments are primarily composed of cash and cash equivalents, accounts receivable and contract assets, notes receivable, cash collateral deposited with insurance carriers, life insurance assets, equity investments, certain other assets and investments, deferred compensation plan assets and liabilities, accounts payable and other current liabilities, acquisition-related contingent consideration and other liabilities, and debt obligations.
Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability, also referred to as the “exit price,” in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs, including quoted market prices for identical or similar assets or liabilities in markets that are not active; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions.
Acquisition-Related Contingent Consideration
Acquisition-related contingent consideration is composed of earn-outs, which represent the estimated fair value of future amounts payable for businesses, which we refer to as “Earn-outs,” that are contingent upon the acquired businesses achieving certain levels of earnings in the future. As of June 30, 2024 and December 31, 2023, the estimated fair value of the Company’s Earn-out liabilities totaled $71.1 million and $77.4 million, respectively. Earn-out liabilities included within other current liabilities totaled approximately $38.5 million and $29.8 million as of June 30, 2024 and December 31, 2023, respectively. The fair values of the Company’s Earn-out liabilities are estimated using income approaches such as discounted cash flows or option pricing models, both of which incorporate significant inputs not observable in the market (Level 3 inputs), including management’s estimates and entity-specific assumptions, and are evaluated on an ongoing basis. Key assumptions include the discount rate, which was 14.0 % as of June 30, 2024, and probability-weighted projections of EBITDA. Significant changes in any of these assumptions could result in significantly higher or lower potential Earn-out liabilities. The ultimate payment amounts for the Company’s Earn-out liabilities will be determined based on the actual results achieved by the acquired businesses. As of June 30, 2024, the range of potential undiscounted Earn-out liabilities was estimated to be between $24 million and $82 million; however, there is no maximum payment amount.
Earn-out activity consists primarily of additions from new business combinations; changes in the expected fair value of future payment obligations; and payments. There were no 4.3 million for the three month period ended June 30, 2024 and related primarily to acquisitions within the Company’s Oil and Gas segment, and for the six month period ended June 30, 2024, totaled a decrease, net, of approximately $1.8 million and related primarily to acquisitions within the Company’s Communications and Oil and Gas segments. For the three and six month periods ended June 30, 2023, fair value adjustments 1.8 million and $2.1 million, respectively, including decreases related to acquisitions within the Company’s Communications segment, which were largely offset by increases related to acquisitions within the Company’s Clean Energy and Infrastructure and Oil and Gas segments. Earn-out payments totaled approximately $4.6 24.5 million and $26.1 million for the three and six month periods ended June 30, 2023, respectively.
Equity Investments
The Company’s equity investments as of June 30, 2024 include: (i) the Company’s 33 % equity interests in Trans-Pecos Pipeline, LLC (“TPP”) and Comanche Trail Pipeline, LLC (“CTP,” and together with TPP, the “Waha JVs”); (ii) a 15 % equity interest in Cross Country Infrastructure Services, Inc. (“CCI”); (iii) the Company’s 50 % equity interests in each of FM Technology Holdings, LLC, FM USA Holdings, LLC and All Communications Solutions Holdings, LLC, collectively “FM Tech”; (iv) the Company’s interests in certain proportionately consolidated non-controlled contractual joint ventures; and (v) certain other equity investments.
As of June 30, 2024 and December 31, 2023, the aggregate carrying value of the Company’s equity investments totaled approximately $328 million and $319 million, respectively. There were no
The Waha JVs. The Waha JVs own and operate certain pipeline infrastructure that transports natural gas to the Mexican border for export. The Company’s investments in the Waha JVs are accounted for as equity method investments. Equity in earnings related to the Company’s proportionate share of income from the Waha JVs, which is included within the Company’s Other segment, totaled approximately $6.4 million and $14.1 million for the three and six month periods ended June 30, 2024, respectively, and totaled approximately $7.5 million and $15.4 million for the three and six month periods ended June 30, 2023, respectively. Distributions of earnings from the Waha JVs, which are included within operating cash flows, totaled approximately $5.1 million and $9.3 million for the three and six month periods ended June 30, 2024, respectively, and totaled approximately $1.5 million and $5.8 million for the three and six month periods ended June 30, 2023, respectively. Cumulative undistributed earnings from the Waha JVs, which represents cumulative equity in earnings for the Waha JVs less distributions of earnings, totaled $130.4 million as of June 30, 2024. The Company’s net investment in the Waha JVs, which differs from its proportionate share of the net assets of the Waha JVs due primarily to equity method goodwill associated with capitalized investment costs, totaled approximately $282 million and $274 million as of June 30, 2024 and December 31, 2023, respectively.
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Other Investments. The Company has equity interests in certain other entities that are accounted for as equity method investments. For both the six month periods ended June 30, 2024 and 2023, the Company made equity contributions of approximately $0.2 1.2 million and $2.4 million for the three and six month periods ended June 30, 2024, respectively, and totaled approximately $0.7 million and $1.5 million for the three and six month periods ended June 30, 2023, respectively. As of June 30, 2024 and December 31, 2023, related amounts payable to these entities totaled approximately $0.2 million and $0.1 million, respectively. In addition, the Company has advanced amounts to certain of these entities, which for the six month periods ended June 30, 2024 and 2023, totaled approximately $0.1 million and $0.4 million, respectively. As of June 30, 2024 and December 31, 2023, receivables related to these arrangements totaled approximately $4.2 million and $4.0 million, respectively.
Variable Interest Entities. The Company has determined that certain of its investment arrangements are variable interest entities (“VIEs”). Management assesses its VIEs on an ongoing basis to determine if the Company is the primary beneficiary and if consolidation is required. As of June 30, 2024, management determined that the Company is the primary beneficiary of two of its VIEs, and accordingly, has consolidated these entities within the Company’s financial statements, with the other parties’ interests accounted for as a non-controlling interests.
The Company’s consolidated VIEs include an electric utility contractor in which the Company acquired a 49 % interest in the first quarter of 2024. As of June 30, 2024 and December 31, 2023, the carrying values of assets associated with the Company’s consolidated VIEs totaled approximately $15.7 million and $1.7 million, respectively, which amounts consisted primarily of accounts receivable, net of allowance and cash. The carrying values of liabilities associated with the Company’s consolidated VIEs totaled approximately $13.8 million and $1.6 million as of June 30, 2024 and December 31, 2023, respectively, which amounts consisted primarily of accounts payable and accrued salaries and wages. The Company has not provided, nor is it obligated to provide, any financial support to any of its consolidated VIEs.
The carrying values of the Company’s VIEs that are not consolidated totaled approximately $24 million and $23 million as of June 30, 2024 and December 31, 2023, respectively, which amounts are recorded within other long-term assets in the consolidated balance sheets. Management believes that the Company’s maximum exposure to loss for its non-consolidated VIEs, inclusive of additional financing commitments, approximated $35
Senior Notes
As of both June 30, 2024 and December 31, 2023, the gross carrying amount of the Company’s 4.500 % senior notes due August 15, 2028 (the “4.500 % Senior Notes”) totaled $600.0 571.2 million and $565.2 million for the respective periods. As of June 30, 2024, the gross carrying amount of the Company’s 5.900 % senior notes due June 15, 2029 (the “5.900 % Senior Notes”) totaled $550.0 million, and their estimated fair value totaled approximately $552.2 million. As of June 30, 2024 and December 31, 2023, the gross carrying amount of the Company’s 6.625 % senior notes due August 15, 2029 (the “6.625 % Senior Notes”) totaled $91.7 million and $284.2 million, respectively, and their estimated fair value totaled approximately $94.6 million and $273.9 million for the respective periods. As of June 30, 2024, the estimated fair values of the Company’s senior notes were determined based on an exit price approach using Level 2 inputs. In the first quarter of 2024, management reevaluated its fair value hierarchy determination for its senior notes to better align with the valuation hierarchy of the fair value guidance, which resulted in an update of the Level determination from Level 1 inputs to Level 2 inputs. The update had no effect on the reported fair values of the related senior notes.
Note 5 – Accounts Receivable, Net of Allowance, and Contract Assets and Liabilities
The following table provides details of accounts receivable, net of allowance, and contract assets (together, “accounts receivable, net”) as of the dates indicated (in millions):
| June 30, 2024 | December 31, 2023 | ||||||||||
| Contract billings | $ | $ | |||||||||
| Less allowance | ( | ( | |||||||||
| Accounts receivable, net of allowance | $ | $ | |||||||||
| Retainage | $ | $ | |||||||||
| Unbilled receivables | |||||||||||
| Contract assets | $ | $ | |||||||||
Contract billings represent the amount of performance obligations that have been billed but not yet collected, whereas contract assets consist of unbilled receivables and retainage. Unbilled receivables represent the estimated value of unbilled work for projects with performance obligations recognized over time. Unbilled receivables, which are included in contract assets, include amounts for work performed for which the Company has an unconditional right to receive payment and that are not subject to the completion of any other specific task, other than the billing itself. Retainage represents a portion of the contract amount that has been billed, but for which the contract allows the customer to retain a portion of the billed amount until final contract settlement. For the six month period ended June 30, 2024, provisions for credit losses totaled approximately $3.9 million, including certain project-specific reserves, and for the six month period ended June 30, 2023, provisions for credit losses totaled a recovery of approximately $0.7 million. Impairment losses on contract assets were not material in either period.
Contract liabilities consist primarily of deferred revenue. Under certain contracts, the Company may be entitled to invoice the customer and receive payments in advance of performing the related contract work. In those instances, the Company recognizes a liability for advance billings
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in excess of revenue recognized, which is referred to as deferred revenue. Contract liabilities also include the amount of any accrued project losses. Total contract liabilities, including accrued project losses, totaled approximately $620.7 million and $481.0 million as of June 30, 2024 and December 31, 2023, respectively, of which deferred revenue comprised approximately $614.5 million and $475.2 million, respectively. The increase in contract liabilities as of June 30, 2024 was driven primarily by ordinary course project activity, including in connection with new project starts within the Company’s Clean Energy and Infrastructure segment. For the six month periods ended June 30, 2024 and 2023, the Company recognized revenue of approximately $374.1 million and $342.2 million, respectively, related to amounts that were included in deferred revenue as of December 31, 2023 and 2022, respectively, resulting primarily from the advancement of physical progress on the related projects during the respective periods.
The Company is party to certain non-recourse financing arrangements in the ordinary course of business, under which certain receivables are sold to a financial institution in return for a nominal fee. Beginning in the third quarter of 2023, the Company entered into certain additional non-recourse financing arrangements under which it continues to manage collections for the transferred receivables, and for which the corresponding servicing assets or liabilities are not material. For the six month period ended June 30, 2024, the Company sold approximately $228 million of receivables under financing arrangements for which it continues to manage collections for the transferred receivable, and, as of June 30, 2024 and December 31, 2023, outstanding sold receivables related thereto totaled approximately $85 million and $64 million, respectively, which amounts are excluded from Accounts Receivable, net of Allowance, in the consolidated balance sheets. The Company’s involvement in the collection process for these receivables is not considered to constitute significant continuing involvement, and, therefore, the receivables are accounted for as a sale under ASC Topic 860, Transfers and Servicing. Cash collections from the sale of receivables are reflected within operating activities in the consolidated statements of cash flows. The Company is also party to arrangements with certain customers that allow for early collection of receivables for a nominal fee, at the Company’s option. Discount charges related to the above described financing arrangements, which are included within interest expense, net, totaled approximately $5.1 million and $4.2 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled approximately $10.3 million and $8.0 million for the six month periods ended June 30, 2024 and 2023, respectively.
Note 6 – Debt
The following table provides details of the carrying values of debt as of the dates indicated (in millions):
| Description | Maturity Date | June 30, 2024 | December 31, 2023 | |||||||||||||||||
| Senior credit facility: | November 1, 2026 | |||||||||||||||||||
| Revolving loans | $ | $ | ||||||||||||||||||
| Term loan | ||||||||||||||||||||
| August 15, 2028 | ||||||||||||||||||||
| June 15, 2029 | ||||||||||||||||||||
| August 15, 2029 | ||||||||||||||||||||
-Year Term Loan Facility | October 7, 2027 | |||||||||||||||||||
-Year Term Loan Facility | October 7, 2025 | |||||||||||||||||||
| Finance lease and other obligations | ||||||||||||||||||||
| Total debt obligations | $ | $ | ||||||||||||||||||
| Less unamortized deferred financing costs | ( | ( | ||||||||||||||||||
| Total debt, net of deferred financing costs | $ | $ | ||||||||||||||||||
| Current portion of long-term debt | ||||||||||||||||||||
| Long-term debt | $ | $ | ||||||||||||||||||
Second Quarter 2024 Debt Transactions
On June 10, 2024, the Company completed an offering of $550 million aggregate principal amount of 5.900 % Senior Notes. Interest on the 5.900 % Senior Notes is payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2024. The 5.900 % Senior Notes are general senior unsecured obligations of the Company, and rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior in right of payment to all of the Company’s future subordinated indebtedness. The 5.900 % Senior Notes are effectively subordinated to all secured indebtedness of the Company, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all of the obligations of the subsidiaries of the Company, including trade payables. Financing costs incurred in connection with the issuance of the 5.900 % Senior Notes totaled approximately $5.9 million, which will be amortized over the term of the 5.900 % Senior Notes using the effective interest method.
The Company has the option to redeem all or a portion of the 5.900 % Senior Notes at the redemption prices specified in the indenture that governs the 5.900 % Senior Notes (the “5.900 % Senior Notes Indenture”), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a change of control triggering event, as defined in the 5.900 % Senior Notes Indenture, occurs, each holder of the 5.900 % Senior Notes will have the right to require the Company to repurchase all or any portion of such holder’s 5.900 % Senior Notes then outstanding at a price equal to 101 % of the principal amount of the 5.900 % Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the right of holders of 5.900 % Senior Notes on the relevant record date to receive interest due on the relevant interest payment date.
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The 5.900 % Senior Notes Indenture, among other things, generally limits the ability of the Company and certain of its subsidiaries to create liens, enter into sale and leaseback transactions and effect mergers, subject to certain exceptions. The 5.900 % Senior Notes Indenture provides for customary events of default, which include, subject, in certain cases, to customary grace and cure periods, among others, nonpayment of principal or interest; breach of other covenants or agreements in the 5.900 % Senior Notes Indenture; failure to pay certain other indebtedness; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is continuing, the trustee or holders of at least 25 % of the 5.900 % Senior Notes then outstanding may declare the principal amount, premium, if any, and accrued interest on all of the 5.900 % Senior Notes to be immediately due and payable.
Concurrently with the Company’s offering of the 5.900 % Senior Notes, IEA Energy Services LLC (“IEA LLC”), a wholly-owned subsidiary of the Company, launched a tender offer and consent solicitation (the “IEA Tender”) for IEA LLC’s 6.625 % senior notes due 2029 (the “6.625 % IEA Senior Notes”). The Company used a portion of the proceeds from the 5.900 % Senior Notes offering to purchase $203.7 million in aggregate principal amount of 6.625 % IEA Senior Notes tendered at a price equal to 100.0 % of the principal amount of the 6.625 % IEA Senior Notes, plus accrued and unpaid interest to, but excluding, the payment date. In July 2024, subsequent to the IEA Tender, IEA LLC exercised its right under the indenture that governs the 6.625 % IEA Senior Notes to redeem the remaining $21.4 million in aggregate principal amount of the 6.625 % IEA Senior Notes at a price equal to 95.0 % of the principal amount of the 6.625 % IEA Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The remaining net proceeds from the 5.900 % Senior Notes offering were used, along with available cash, for the repayment of the Company’s $400.0 million -Year Term Loan Facility. The Company recorded a pre-tax debt extinguishment loss of approximately $11.3 million in the second quarter of 2024 in connection with these transactions, which is separately presented within the Company’s consolidated statements of operations.
Senior Credit Facility
The Company maintains a $2.25 billion senior unsecured credit facility (the “Credit Facility”), which is composed of $1.9 billion of revolving commitments and a term loan with an original principal amount of $350.0 million (the “Term Loan”). The Term Loan is subject to amortization in quarterly principal installments of approximately $2.2 million, which quarterly installments increase to approximately $4.4 million in March 2025 until maturity. Quarterly principal installments on the Term Loan are subject to adjustment, if applicable, for certain prepayments. As of June 30, 2024 and December 31, 2023, the fair values of the Credit Facility and Term Loan, as estimated based on an income approach utilizing significant unobservable Level 3 inputs including discount rate assumptions, approximated their carrying values.
Revolving loans accrued interest at weighted average rates of approximately 6.81 % and 7.71 % per annum as of June 30, 2024 and December 31, 2023, respectively. The Term Loan accrued interest at rates of 6.82 % and 7.08 % as of June 30, 2024 and December 31, 2023, respectively. Letters of credit of approximately $66.1 million and $64.9 million were issued as of June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024 and December 31, 2023, letter of credit fees accrued at 0.5625 % and 0.6875 % per annum, respectively, for performance standby letters of credit, and for financial standby letters of credit, accrued at 1.375 % and 1.625 % per annum, respectively. Outstanding letters of credit mature at various dates and most have automatic renewal provisions, subject to prior notice of cancellation. As of June 30, 2024 and December 31, 2023, availability for revolving loans totaled $1,473.9 million and $1,062.1 million, respectively, or up to $583.9 million and $585.1 million, respectively, for new letters of credit. There were no 300.0 0.200 % and 0.225 % per annum, respectively.
Other Credit Facilities
The Company has other credit facilities that support the working capital requirements of its foreign operations and certain letter of credit issuances. As of June 30, 2024, outstanding borrowings under the Company’s other credit facilities totaled approximately $1.2 million and accrued interest at a rate of 7.70 %, and as of December 31, 2023, there were no outstanding borrowings. Additionally, the Company has a separate credit facility, under which it may issue up to $50.0 million of performance standby letters of credit. As of June 30, 2024 and December 31, 2023, letters of credit issued under this facility totaled $17.8 million and $17.2 million, respectively, which accrued fees at 0.75 % and 0.90 % per annum, respectively.
-Year Term Loan Facility
As of June 30, 2024, the Company had $292.5 million outstanding under an unsecured -year term loan (the “-Year Term Loan”), for which the original principal amount totaled $300.0 million. The -Year Term Loan is subject to amortization in quarterly principal installments of approximately $3.75 million, which installments commenced on March 31, 2024 and will increase to $7.5 million on March 31, 2026 until maturity, subject to the application of certain prepayments. As of June 30, 2024 and December 31, 2023, the -Year Term Loan accrued interest at rates of 6.25 % and 6.96 %, respectively. The fair value of the -Year Term Loan as of June 30, 2024 and December 31, 2023, as estimated based on an income approach utilizing significant unobservable Level 3 inputs including discount rate assumptions, approximated its carrying value.
Debt Covenants
MasTec was in compliance with the provisions and covenants of its outstanding debt instruments as of both June 30, 2024 and December 31, 2023.
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Additional Information
As of June 30, 2024 and December 31, 2023, accrued interest payable, which is recorded within other accrued expenses in the consolidated balance sheets, totaled $22.0 million and $24.1 million, respectively. For additional information pertaining to the Company’s debt instruments, see Note 7 – Debt in the Company’s 2023 Form 10-K.
Note 7 – Lease Obligations
In the ordinary course of business, the Company enters into agreements that provide financing for machinery and equipment and for other of its facility, vehicle and equipment needs, including certain related party leases. As of June 30, 2024, the Company’s leases have remaining lease terms of up to 15 years. Lease agreements may contain renewal clauses, which, if elected, generally extend the term of the lease for 1 5
Finance Leases
The gross amount of assets held under finance leases as of June 30, 2024 and December 31, 2023 totaled $668.4 million and $679.9 million, respectively. , totaled $437.5 million and $473.3 million as of June 30, 2024 and December 31, 2023, respectively. Depreciation expense associated with finance leases totaled $22.7 million and $24.5 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled $46.9 million and $52.5 million for the six month periods ended June 30, 2024 and 2023, respectively.
Operating Leases
Operating lease additions for the three month periods ended June 30, 2024 and 2023 totaled $35.6 million and $97.2 million, respectively, and for the six month periods ended June 30, 2024 and 2023, totaled $115.8 million and $123.5 million, respectively. For the three month periods ended June 30, 2024 and 2023, rent expense for leases that have terms in excess of one year totaled approximately $48.9 million and $37.5 million, respectively, of which $4.6 million and $3.6 million, respectively, represented variable lease costs. For the six month periods ended June 30, 2024 and 2023, rent expense for such leases totaled approximately $97.4 million and $72.7 million, respectively, of which $9.3 million and $7.6 million, respectively, represented variable lease costs. The Company also incurred rent expense for leases with terms of one year or less totaling approximately $125.4 million and $130.7 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaling approximately $261.0 million and $241.8 million for the six month periods ended June 30, 2024 and 2023, respectively. Rent expense for operating leases is generally consistent with the amount of the related payments, which payments are included within operating activities in the consolidated statements of cash flows.
Additional Lease Information
Future minimum lease commitments as of June 30, 2024 were as follows (in millions):
| Finance Leases | Operating Leases | ||||||||||
| 2024, remaining six months | $ | $ | |||||||||
| 2025 | |||||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| Thereafter | |||||||||||
| Total minimum lease payments | $ | $ | |||||||||
| Less amounts representing interest | ( | ( | |||||||||
| Total lease obligations, net of interest | $ | $ | |||||||||
| $ | $ | ||||||||||
As of June 30, 2024 and December 31, 2023, finance leases had weighted average remaining lease terms of 2.4 years and 2.6 years, respectively, and a weighted average discount rate of 4.8 % and 4.7 % for the respective periods. Non-cancelable operating leases had weighted average remaining lease terms of 3.8 5.0 % and 4.8 % for the respective periods.
Note 8 – Stock-Based Compensation and Other Employee Benefit Plans
The Company has stock-based compensation plans, under which shares of the Company’s common stock are reserved for issuance. In May 2024, MasTec’s shareholders approved the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan (the “2013 Incentive Plan”) and the MasTec, Inc. Amended and Restated 2011 Employee Stock Purchase Plan (the “2011 ESPP”), which amendments included the authorization to
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issue an additional 1,200,000 shares under the 2013 Incentive Plan and 1,000,000 shares under the 2011 ESPP. Under all stock-based compensation plans in effect as of June 30, 2024, there were approximately 4,441,000 shares available for future grants. Non-cash stock-based compensation expense under all plans totaled approximately $7.0 million and $8.6 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled approximately $16.7 million and $17.1 million for the six month periods ended June 30, 2024 and 2023, respectively. Income tax benefits associated with stock-based compensation arrangements totaled $1.1 million and $1.5 million for the three month periods ended June 30, 2024 and 2023, respectively. For the six month periods ended June 30, 2024 and 2023, income tax benefits totaled $3.0 million and $11.8 million, respectively, including net tax shortfalls related to the vesting of share-based payment awards totaling $0.1 million and net tax benefits totaling $8.9 million, respectively.
Restricted Shares
MasTec grants restricted stock awards and restricted stock units (together, “restricted shares”) to eligible participants, which are valued based on the closing market share price of MasTec common stock (the “market price”) on the date of grant. During the restriction period, holders of restricted stock awards are entitled to vote the shares. As of June 30, 2024, total unearned compensation related to restricted shares was approximately $52.7 million, which amount is expected to be recognized over a weighted average period of approximately 2.0 years. The fair value of restricted shares that vested, which is based on the market price on the date of vesting, totaled approximately $1.1 million and $0.7 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled approximately $14.4 million and $78.0 million for the six month periods ended June 30, 2024 and 2023, respectively.
Activity, restricted shares: (a) | Restricted Shares | Per Share Weighted Average Grant Date Fair Value | |||||||||
| Non-vested restricted shares, as of December 31, 2023 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Canceled/forfeited | ( | ||||||||||
| Non-vested restricted shares, as of June 30, 2024 | $ | ||||||||||
(a) Includes 1,000
Employee Stock Purchase Plans
The Company has certain employee stock purchase plans (collectively, “ESPPs”), under which shares of the Company’s common stock are available for purchase by eligible participants. Under the ESPPs, eligible participants are permitted to purchase MasTec, Inc. common stock at 85 % of the fair market value of the shares on the date of purchase, which occurs on the last trading day of each two week offering period. At the Company’s discretion, share purchases may be satisfied by delivering either newly issued common shares, or common shares reacquired on the open market or in privately negotiated transactions.
For the three month periods ended June 30, 2024 and 2023, participants under the Company’s ESPPs purchased 24,944 shares and 25,353 shares, respectively, for $2.1 54,858 shares and 46,651 shares, respectively, were purchased for $4.0 million and $3.8 million, respectively. In each of the three and six month periods ended June 30, 2024 and 2023, shares purchased by participants under the Company’s ESPPs were delivered with shares reacquired by the Company on the open market. Compensation expense associated with the Company’s ESPPs totaled approximately $0.4 0.8 million and $0.7 million for the six month periods ended June 30, 2024 and 2023, respectively.
Note 9 – Equity
Share Repurchases
The Company’s share repurchase program provides for the repurchase, from time to time, of MasTec common shares in open market transactions or in privately negotiated transactions in accordance with applicable securities laws. The Company’s share repurchase program does not have an expiration date and may be modified or suspended at any time at the Company’s discretion. There were no 77.3 million was available for future share repurchases under the Company’s March 2020 share repurchase program.
Accumulated Other Comprehensive Loss
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Note 10 – Income Taxes
In determining the quarterly provision for income taxes, management uses an estimated annual effective tax rate based on forecasted annual pre-tax income, permanent tax differences, statutory tax rates and tax planning opportunities in the various jurisdictions in which the Company operates. The effect of significant discrete items is separately recognized in the quarter(s) in which they occur. For the three month periods ended June 30, 2024 and 2023, the Company’s consolidated effective tax rates were 30.7 % and 14.9 %, respectively, and for the six month periods ended June 30, 2024 and 2023 were 47.0 % and 39.6 %, respectively. The Company’s effective tax rate for the six month period ended June 30, 2024 included the effect of an increase in non-deductible expenses as compared with the same period in 2023. For the six month period ended June 30, 2023, the Company’s effective tax rate included a net tax benefit of approximately $8.9 million related to share-based payment awards and a benefit from certain prior period tax return adjustments.
Note 11 – Segments and Related Information
Segment Discussion
The Company manages its operations under five operating segments, which represent its five reportable segments: (1) Communications; (2) Clean Energy and Infrastructure; (3) Power Delivery; (4) Oil and Gas and (5) Other. This structure is generally focused on broad end-user markets for the Company’s labor-based construction services. The Company’s reportable segments derive their revenue primarily from the engineering, installation and maintenance of infrastructure, primarily in North America.
The Communications segment performs engineering, construction, maintenance and customer fulfillment activities related to communications infrastructure, primarily for wireless and wireline/fiber communications and install-to-the-home customers, as well as infrastructure for utilities, among others. The Clean Energy and Infrastructure segment primarily serves energy, utility, government and other end-markets through the installation and construction of power generation facilities, primarily from clean energy and renewable sources, such as wind, solar, biomass, natural gas and hydrogen, as well as battery storage systems for renewable energy; various types of heavy civil and industrial infrastructure, including roads, bridges and rail; and environmental remediation services. The Power Delivery segment primarily serves the energy and utility industries through the engineering, construction and maintenance of power transmission and distribution infrastructure, including electrical and gas transmission lines, distribution network systems and substations; and environmental planning and compliance services. The Oil and Gas segment performs engineering, construction, maintenance and other services for pipeline infrastructure, including natural gas, water and carbon capture sequestration pipelines, as well as pipeline integrity and other services for the energy and utilities industries. The Other segment includes certain equity investees, the services of which may vary from those provided by the Company’s primary segments, as well as other small business units with activities in certain international end-markets.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of its consolidated financial information determined in accordance with U.S. GAAP with certain additional financial measures, including EBITDA. The Company believes these additional financial measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses EBITDA to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core, or underlying, operating results for its reportable segments, as well as items that can vary widely across different industries or among companies within the same industry. Management also uses these additional financial measures, including EBITDA, to allocate resources. Segment EBITDA is calculated in a manner consistent with consolidated EBITDA.
Summarized financial information for MasTec’s reportable segments is presented and reconciled to consolidated financial information for total MasTec in the following tables, including a reconciliation of consolidated income before income taxes to EBITDA, all of which are presented in millions. The tables below may contain slight summation differences due to rounding.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| Revenue: | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
Communications (a) | $ | $ | $ | $ | |||||||||||||||||||
Clean Energy and Infrastructure | |||||||||||||||||||||||
Power Delivery | |||||||||||||||||||||||
Oil and Gas | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
Eliminations | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated revenue | $ | $ | $ | $ | |||||||||||||||||||
(a) Revenue generated primarily by utilities customers represented 25.0 % and 23.6 % of Communications segment revenue for the three month periods ended June 30, 2024 and 2023, respectively, and represented 26.3 % and 23.6 % for the six month periods ended June 30, 2024 and 2023, respectively.
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| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| EBITDA: | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
Communications | $ | $ | $ | $ | |||||||||||||||||||
Clean Energy and Infrastructure | |||||||||||||||||||||||
Power Delivery | |||||||||||||||||||||||
Oil and Gas | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
| Segment EBITDA | $ | $ | $ | $ | |||||||||||||||||||
For both the three and six month periods ended June 30, 2024, Corporate EBITDA included a loss on debt extinguishment of $11.3 4.6 million, $16.4 million and $0.3 million, respectively, of acquisition and integration costs related to certain acquisitions, and Corporate EBITDA included $1.4 million of such costs, and, for the six month period ended June 30, 2023, $13.5 million, $21.7 million , $1.9 million and $2.7 million, of such costs were included in EBITDA of the segments and Corporate, respectively. Additionally, for the six month period ended June 30, 2023, Corporate EBITDA included fair value losses of $0.2 million related to an investment.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| EBITDA Reconciliation: | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | ( | ||||||||||||||||||
| Plus: | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
Corporate EBITDA | |||||||||||||||||||||||
| Segment EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| Depreciation and Amortization: | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
Communications | $ | $ | $ | $ | |||||||||||||||||||
Clean Energy and Infrastructure | |||||||||||||||||||||||
Power Delivery | |||||||||||||||||||||||
Oil and Gas | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
Corporate | |||||||||||||||||||||||
| Consolidated depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Assets: | June 30, 2024 | December 31, 2023 | |||||||||
Communications | $ | $ | |||||||||
Clean Energy and Infrastructure | |||||||||||
Power Delivery | |||||||||||
Oil and Gas | |||||||||||
Other | |||||||||||
Corporate | |||||||||||
| Consolidated assets | $ | $ | |||||||||
Foreign Operations and Other. MasTec operates primarily within the United States and Canada, and, to a far lesser extent, the Caribbean, India and Mexico. Revenue derived from foreign operations totaled $24.2 million and $22.1 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled $50.9 million and $49.6 million for the six month periods ended June 30, 2024 and 2023, respectively. Revenue from foreign operations was derived primarily from the Company’s Canadian operations in its Oil and Gas segment. As of June 30, 2024 and December 31, 2023, long-lived assets held by the Company’s businesses in foreign countries included property and equipment, net, of $15.5 million
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and $17.5 million, respectively, and intangible assets and goodwill, net, of $29.9 million and $32.6 million, for the respective periods. Substantially all of the Company’s long-lived and intangible assets and goodwill in foreign countries relate to its Canadian operations. Revenue from governmental entities for the three month periods ended June 30, 2024 and 2023 totaled approximately 14 % and 12 % of total revenue, respectively, and for the six month periods ended June 30, 2024 and 2023, totaled approximately 13 % and 10 % of total revenue, respectively, substantially all of which was derived from its U.S. operations.
Significant Customers
No customer represented greater than 10% of the Company’s total consolidated revenue in any of the three or six month periods ended June 30, 2024 and 2023.
Note 12 – Commitments and Contingencies
MasTec is subject to a variety of legal cases, claims and other disputes that arise from time to time in the ordinary course of its business, including project contract price and other project disputes, other project-related liabilities and acquisition purchase price disputes. MasTec cannot provide assurance that it will be successful in recovering all or any of the potential damages it has claimed or in defending claims against the Company. The outcome of such cases, claims and disputes cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
Acquired Legacy Solar Matter
See Note 14 – Commitments and Contingencies contained within the Company’s audited consolidated financial statements filed with its 2023 Form 10-K for additional information regarding the acquired legacy solar matter, as to which there have been no material developments since the filing of such Form 10-K.
Other Commitments and Contingencies
Leases. In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including certain related party leases. See Note 7 – Lease Obligations and Note 13 – Related Party Transactions.
Letters of Credit. In the ordinary course of business, the Company is required to post letters of credit for its insurance carriers and surety bond providers and in support of performance under certain contracts as well as certain obligations associated with the Company’s equity investments and other strategic arrangements, including its variable interest entities. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit under certain conditions. If this were to occur, the Company would be required to reimburse the issuer of the letter of credit, which, depending upon the circumstances, could result in a charge to earnings. As of June 30, 2024 and December 31, 2023, there were $83.9 million and $82.1 million, respectively, of letters of credit issued under the Company’s credit facilities. Letter of credit claims have historically not been material. The Company is not aware of any material claims relating to its outstanding letters of credit as of June 30, 2024 or December 31, 2023.
Performance and Payment Bonds. In the ordinary course of business, MasTec is required by certain customers to provide performance and payment bonds for contractual commitments related to its projects. These bonds provide a guarantee to the customer that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for expenses or outlays it incurs. As of June 30, 2024 and December 31, 2023, outstanding performance and payment bonds approximated $6.7 billion and $5.6 billion, respectively, and estimated costs to complete projects secured by these bonds totaled $2.1 billion and $1.6 billion, respectively. Included in these balances as of June 30, 2024 and December 31, 2023 are $825.2 million and $368.3 million, respectively, of outstanding performance and payment bonds issued on behalf of the Company’s proportionately consolidated non-controlled contractual joint ventures, representing the Company’s proportionate share of the total bond obligation for the related projects.
Investment and Strategic Arrangements. The Company holds undivided interests, ranging from 85 % to 90 %, in multiple proportionately consolidated non-controlled contractual joint ventures that provide infrastructure construction services for electrical transmission projects, as well as undivided interests, ranging from 25 % to 50 %, in each of five civil construction projects. Income and/or loss incurred by these joint ventures is generally shared proportionally by the respective joint venture members, with the members of the joint ventures jointly and severally liable for all of the obligations of the joint venture. The respective joint venture agreements provide that each joint venture partner indemnify the other party for any liabilities incurred by such joint venture in excess of its ratable portion of such liabilities. Thus, it is possible that the Company could be required to pay or perform obligations in excess of its share if the other joint venture partners fail or refuse to pay or perform their respective share of the obligations. As of June 30, 2024, the Company was not aware of material future claims against it in connection with these arrangements. Included in the Company’s cash balances as of June 30, 2024 and December 31, 2023 are amounts held by entities that are proportionately consolidated totaling $62.8 million and $38.1 million, respectively. These amounts are available to support the operations of those entities, but are not available for the Company’s other operations.
The Company has other investment and strategic arrangements, under which it may incur costs or provide financing, performance, financial and/or other guarantees. See Note 4 – Fair Value of Financial Instruments and Note 13 – Related Party Transactions for additional information pertaining to the Company’s investment and strategic arrangements.
Self-Insurance. MasTec maintains insurance policies for workers’ compensation, general liability and automobile liability, which are subject to per claim deductibles. The Company is self-insured up to the amount of the deductible. The Company also maintains excess umbrella coverage. The Company manages certain of its insurance liabilities indirectly through its wholly-owned captive insurance company, which reimburses claims up to the applicable insurance limits. Captive insurance-related cash balances totaled approximately $2.1 million and $1.2 million as of June 30, 2024 and December 31, 2023, respectively, which amounts are generally not available for use in the Company’s other operations.
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MasTec’s estimated liability for unpaid claims and associated expenses, including incurred but not reported losses related to these policies, totaled $217.6 million and $209.7 million as of June 30, 2024 and December 31, 2023, respectively, of which $153.7 million and $141.0 million was reflected within other long-term liabilities in the consolidated balance sheets for the respective periods. MasTec also maintains an insurance policy with respect to employee group medical claims, which is subject to annual per employee maximum losses. MasTec’s estimated liability for employee group medical claims totaled $5.5 million and $4.1 million as of June 30, 2024 and December 31, 2023, respectively.
The Company is required to post collateral, generally in the form of letters of credit, surety bonds and cash to certain of its insurance carriers. Insurance-related letters of credit for the Company’s workers’ compensation, general liability and automobile liability policies amounted to $9.1 million and $9.6 million as of June 30, 2024 and December 31, 2023, respectively. Outstanding surety bonds related to self-insurance programs amounted to $190.0 million and $192.7 million as of June 30, 2024 and December 31, 2023, respectively.
Indemnities. The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities and related litigation. As of both June 30, 2024 and December 31, 2023, the Company had accrued project close-out liabilities of approximately $20
Other Guarantees. From time to time in the ordinary course of its business, MasTec guarantees the obligations of its subsidiaries, including obligations under certain contracts with customers, certain lease obligations, and in some states, obligations in connection with obtaining contractors’ licenses. MasTec has also issued performance and other guarantees in connection with certain of its equity investments. MasTec also generally warrants the work it performs following substantial completion of a project. Much of the work performed by the Company is evaluated for defects shortly after the work is completed. If warranty claims occur, the Company could be required to repair or replace warrantied items, or, if customers elect to repair or replace the warrantied item using the services of another provider, the Company could be required to pay for the cost of the repair or replacement. Warranty claims have historically not been material.
Concentrations of Risk. The Company had approximately 1,080 customers for the six month period ended June 30, 2024. As of June 30, 2024, no customer represented greater than 10% of the Company’s consolidated net accounts receivable position, which is calculated as accounts receivable, net, less deferred revenue. As of December 31, 2023, one customer accounted for approximately 10 % of the Company’s consolidated net accounts receivable position. The Company derived approximately 36 % and 35 %, respectively, of its revenue from its top ten customers for the three month periods ended June 30, 2024 and 2023, and derived approximately 39 % and 36 % of such revenue for the six month periods ended June 30, 2024 and 2023, respectively.
Note 13 – Related Party Transactions
MasTec purchases, rents and leases equipment and purchases various types of supplies and services used in its business, including ancillary construction services, project-related site restoration and marketing, business development and administrative activities, from a number of different vendors on a non-exclusive basis, and from time to time, rents equipment to, sells certain supplies, or performs construction services on behalf of, entities in which members of subsidiary management have ownership or commercial interests. For the three month periods ended June 30, 2024 and 2023, such payments to related party entities totaled approximately $8.3 million and $10.7 million, respectively, and for the six month periods ended June 30, 2024 and 2023, such payments totaled approximately $18.6 million and $26.8 million, respectively. Payables associated with such arrangements totaled approximately $0.7 million and $2.7 million as of June 30, 2024 and December 31, 2023, respectively. Revenue from such related party arrangements totaled approximately $4.2 million and $5.2 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled approximately $8.6 million and $7.4 million for the six month periods ended June 30, 2024 and 2023, respectively. As of June 30, 2024, accounts receivable, net, less deferred revenue related to these arrangements totaled a receivable of approximately $3.0 million, and as of December 31, 2023, totaled a liability of approximately $0.4 million.
The Company rents and leases equipment and purchases certain supplies and servicing from CCI. 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, serves as the chairman of CCI, and a member of management of a MasTec subsidiary and an entity that is owned by the Mas family are minority owners. For the three month periods ended June 30, 2024 and 2023, MasTec paid CCI approximately $2.8 million and $0.3 million, respectively, and for the six month periods ended June 30, 2024 and 2023, MasTec paid approximately $8.6 million and $1.3 million, respectively, for such equipment, supply and servicing expenses. Amounts payable to CCI totaled approximately $1.0 million and $4.6 million as of June 30, 2024 and December 31, 2023, respectively. The Company also rents equipment to CCI. For both the three and six month periods ended June 30, 2024, revenue from such equipment rentals to CCI totaled approximately $0.2 no 0.2 million, and as of December 31, 2023, there were no amounts outstanding.
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 and six month periods ended June 30, 2024, MasTec incurred subcontracting expenses in connection with this arrangement of approximately $1.2 million and $4.9 million, respectively, and for both the three and six month periods ended June 30, 2023, subcontracting expenses totaled approximately $0.4 0.5 million and $3.1 million as of June 30, 2024 and December 31, 2023, respectively.
MasTec has an aircraft leasing arrangement with an entity that is owned by Jorge Mas, under which a new leasing agreement was entered into in December of 2023. For the three month periods ended June 30, 2024 and 2023, payments related to this leasing arrangement totaled approximately $1.6 million and $0.7 million, respectively, and for the six month periods ended June 30, 2024 and 2023, payments totaled approximately $2.9 million and $1.4 million, respectively. As of June 30, 2024, there were no amounts payable related to this arrangement, and as of December 31, 2023, related amounts payable totaled approximately $0.2 million.
MasTec performs construction services on behalf of a professional Miami soccer franchise (the “Franchise”) in which Jorge Mas and José R. Mas are majority owners. Construction services include, and have included, the construction of a soccer facility and stadium as well as wireless
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infrastructure services. In the third quarter of 2023, construction services related to site preparation for a new soccer complex began. For the three month periods ended June 30, 2024 and 2023, revenue under these arrangements totaled approximately $3.6 million and $0.1 million, respectively, and totaled approximately $8.7 million and $0.2 million for the six month periods ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and December 31, 2023, amounts receivable related to these arrangements totaled approximately $5.0 million and $4.1 million, respectively. Payments for other expenses related to the Franchise totaled approximately $0.4 million and $0.2 million for the three month periods ended June 30, 2024 and 2023, respectively, and for both the six month periods ended June 30, 2024 and 2023, totaled approximately $0.6 no
MasTec has a subcontracting arrangement to perform construction services for an entity, in which José R. Mas previously held a minority interest. On January 1, 2024, MasTec acquired José R. Mas’ interest in this entity for approximately $0.7 million.
From time to time, the Company pays amounts on behalf of or to the former owners of acquired businesses, which, under the provisions of the related purchase agreements, the former owners are obligated to repay. The Company made no 0.3 million and $0.1 million, respectively. Amounts receivable for such payments, which are expected to be settled under customary terms associated with the related purchase agreements, totaled approximately $2.9 million and $2.6 million as of June 30, 2024 and December 31, 2023, respectively. Additionally, the Company has certain arrangements with an entity in which members of management have an ownership interest, including a fee arrangement in conjunction with a $15.0 million letter of credit issued by the Company on behalf of this entity. Income recognized in connection with these arrangements totaled approximately $0.2 0.4 0.4
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, including the ownership interests in two entities that the Company acquired in the second quarter of 2023, of which it sold certain minority interests to members of management of a MasTec subsidiary for $7.1 million of notes receivable in the fourth quarter of 2023. These notes, which bear interest at a rate of 5.0 % per annum, and of which $4.9 million and $6.9 million was outstanding as of June 30, 2024 and December 31, 2023, respectively, are recorded within other current or long-term assets, as appropriate, in the consolidated balance sheets. For the three and six month periods ended June 30, 2024, the Company recognized interest income related to these notes of approximately $0.1 million and $0.2 million, respectively. Additionally, in the first quarter of 2023, the Company acquired the remaining 15 % equity interests in one of its subsidiaries, which interests were previously accounted for as non-controlling interests, from two members of subsidiary management for $10.0 million in cash, plus 120,000 shares of MasTec common stock, valued at approximately $11.6 million.
Split Dollar Agreements
MasTec has split dollar life insurance agreements with trusts, for one of which Jorge Mas is a trustee, and for the other of which José R. Mas is a trustee. For both the three and six month periods ended June 30, 2024, the Company paid approximately $0.7 1.2 27.9 million and $27.2 million, respectively.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but are the intent, belief, or current expectations of our business and industry and the assumptions upon which these statements are based. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenue and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions, dispositions or other strategic arrangements. Words such as “anticipates,” “expects,” “intends,” “will,” “could,” “would,” “should,” “may,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “targets” and variations of these words and negatives thereof and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Additionally, many of these risks and uncertainties could be amplified by the potential effects of general economic and market conditions, including levels of inflation and market interest rates, geopolitical events, market uncertainty and/or volatility.
These risks and uncertainties include those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report and in our 2023 Annual Report on Form 10-K (“2023 Form 10-K”), including those described under “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” as updated by Item 1A, “Risk Factors” in this report and other filings we make with the SEC. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Readers are cautioned to not place undue reliance on forward-looking statements, which reflect management’s view only as of the date of this report. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion and analysis of our business, financial condition and results of operations for the quarterly period ended June 30, 2024 and relevant prior periods. This discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto in Item 1 of this Quarterly Report on Form 10-Q (this “Form 10-Q”), and the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contained in our 2023 Form 10-K. In this MD&A, “$” means U.S. dollars unless specified otherwise.
General Economic, Market and Regulatory Conditions
We have experienced, and may continue to experience, direct and indirect negative effects on our business and operations from economic, market and regulatory conditions. We expect the remainder of 2024 to continue to be a dynamic macroeconomic environment, with elevated market interest rates and continuing levels of cost inflation and potential market volatility, any or all of which could adversely affect our costs and customer demand. The extent to which general economic, market and regulatory conditions could affect our business, operations and financial results is uncertain as it will depend upon numerous evolving factors that we may not be able to accurately predict, and, therefore, any future impacts on our business, financial condition and/or results of operations cannot be quantified or predicted with specificity. For additional information regarding the effects of general economic, market and regulatory conditions, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2023 Form 10-K.
Business Overview
We are a leading infrastructure construction company operating mainly throughout North America across a range of industries. Our primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy, utility and other infrastructure, such as: wireless, wireline/fiber and customer fulfillment activities; power delivery infrastructure, including transmission, distribution, environmental planning and compliance; power generation infrastructure, primarily from clean energy and renewable sources; pipeline infrastructure, including for natural gas, water and carbon capture sequestration pipelines and pipeline integrity services; heavy civil and industrial infrastructure, including roads, bridges and rail; and environmental remediation services. Our customers are primarily in these industries. Including our predecessor companies, we have been in business for approximately 95 years. For the twelve month period ended June 30, 2024, we had an average of approximately 34,000 employees and 820 locations. We offer our services under the MasTec® and other service marks and we are ranked among the top five contractors within Engineering News-Record’s Top 400 Contractors.
We provide our services to a diversified base of customers and a significant portion of our services are provided under master service and other service agreements, which are generally multi-year agreements. The remainder of our work is generated pursuant to contracts for specific projects or jobs that require the construction or installation of an entire infrastructure system or specified units within an infrastructure system.
We manage our operations under five operating segments, which represent our five reportable segments: (1) Communications; (2) Clean Energy and Infrastructure; (3) Power Delivery; (4) Oil and Gas; and (5) Other. This structure is generally focused on broad end-user markets for our labor-based construction services. See Note 11 – Segments and Related Information and Note 12 – Commitments and Contingencies in the notes to the consolidated financial statements, which are incorporated by reference, for additional information regarding our segment reporting and significant customer concentrations.
Backlog
Estimated backlog represents the amount of revenue we expect to realize over the next 18 months from future work on uncompleted construction contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options. Our estimated backlog also includes amounts under master service and other service agreements and our proportionate share of estimated revenue from proportionately consolidated non-controlled contractual joint ventures. Estimated backlog for work under master service and other service
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agreements is determined based on historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers. Based on current expectations of our customers’ requirements, we anticipate that we will realize approximately 45% of our estimated June 30, 2024 backlog in 2024. The following table presents 18-month estimated backlog by reportable segment as of the dates indicated:
| Reportable Segment (in millions): | June 30, 2024 | March 31, 2024 | June 30, 2023 | ||||||||||||||
Communications | $ | 5,898 | $ | 5,797 | $ | 5,420 | |||||||||||
Clean Energy and Infrastructure | 3,666 | 3,504 | 3,324 | ||||||||||||||
Power Delivery | 2,974 | 2,479 | 2,656 | ||||||||||||||
Oil and Gas | 800 | 1,057 | 2,042 | ||||||||||||||
Other | — | — | — | ||||||||||||||
| Estimated 18-month backlog | $ | 13,338 | $ | 12,837 | $ | 13,442 | |||||||||||
As of June 30, 2024, 54% of our backlog is estimated to be attributable to amounts under master service or other service agreements, pursuant to which our customers are not contractually committed to purchase a minimum amount of services. Most of these agreements can be canceled on short or no advance notice. Timing of revenue for construction and installation projects included in our backlog can be subject to change as a result of customer, regulatory or other delays or cancellations, including from factors relative to “General Economic, Market and Regulatory Conditions” mentioned above. These effects, among others, could cause estimated revenue to be realized in periods later than originally expected, or not at all. We occasionally experience postponements, cancellations and reductions in expected future work due to these effects and/or other factors. There can be no assurance as to our customers’ requirements or that actual results will be consistent with the estimates included in our forecasts. As a result, our backlog as of any particular date is an uncertain indicator of future revenue and earnings.
Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others. Backlog differs from the amount of our remaining performance obligations, which are described in Note 1 – Business, Basis of Presentation and Significant Accounting Policies in the notes to the consolidated financial statements, which is incorporated by reference. As of June 30, 2024, total 18-month backlog differed from the amount of our remaining performance obligations due primarily to the inclusion of $7.2 billion of estimated future revenue under master service and other service agreements within our backlog estimates, as described above, and the exclusion of approximately $3.2 billion of remaining performance obligations and estimated future revenue under master service and other service agreements in excess of 18 months, which amount is not included in the backlog estimates above. Backlog expected to be realized in 2024 differs from the amount of remaining performance obligations expected to be recognized for the same period due primarily to the inclusion of approximately $1.8 billion of estimated future revenue under master service and other service agreements included within our backlog estimate, which is not included within our remaining performance obligations for the same period.
Economic, Industry and Market Factors
We closely monitor the effects of changes in economic, industry and market conditions on our customers, which can affect demand for our customers’ products and services and can increase or decrease our customers’ planned capital and maintenance budgets in certain end-markets. Any of these factors and effects, as well as mergers and acquisitions or other business transactions among the customers we serve, could affect demand for our services, or the cost to provide such services and our profitability. For additional information regarding the potential effects of economic, industry and market factors on our business, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2023 Form 10-K.
Effect of Seasonality and Cyclical Nature of Business
Our revenue and results of operations are cyclical and can be subject to seasonal and other variations. For additional information regarding the effects of seasonality and the cyclical nature of our business, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2023 Form 10-K.
Critical Accounting Estimates
This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. A summary of our critical accounting estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2023 Form 10-K. We are required to make estimates and judgments in the preparation of our financial statements that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results.
In connection with the restructuring in the first quarter of 2024 of the reporting units in the Power Delivery segment, management performed a quantitative assessment of the goodwill associated with each of the five reporting units of the Power Delivery operating segment. For additional details of the restructuring and the related assessment, refer to Note 3 – Acquisitions, Goodwill and Other Intangible Assets, Net, in the notes to the consolidated financial statements, which is incorporated by reference.
There were no material changes in our critical accounting estimates or policies during the three month period ended June 30, 2024, and other than the update to the reporting unit structure of the Power Delivery operating segment as described above, there were no material changes during the six month period ended June 30, 2024.
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Results of Operations
Comparison of Quarterly Results
The following table, which may contain slight summation differences due to rounding, reflects our consolidated results of operations in dollar and percentage of revenue terms for the periods indicated (dollar amounts in millions). Our consolidated results of operations are not necessarily comparable from period to period due to the effect of recent acquisitions and certain other items, which are described in the comparison of results section below. In our discussions, “acquisition” results are defined as results from acquired businesses for the first twelve months following the dates of the respective acquisitions, with the balance of results for a particular item attributed to “organic” activity.
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 2,961.1 | 100.0 | % | $ | 2,874.1 | 100.0 | % | $ | 5,647.9 | 100.0 | % | $ | 5,458.8 | 100.0 | % | |||||||||||||||||||||||||||||||
| Costs of revenue, excluding depreciation and amortization | 2,540.4 | 85.8 | % | 2,484.8 | 86.5 | % | 4,920.1 | 87.1 | % | 4,844.3 | 88.7 | % | |||||||||||||||||||||||||||||||||||
| Depreciation | 102.1 | 3.4 | % | 103.0 | 3.6 | % | 209.6 | 3.7 | % | 210.3 | 3.9 | % | |||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 33.6 | 1.1 | % | 42.0 | 1.5 | % | 67.3 | 1.2 | % | 84.0 | 1.5 | % | |||||||||||||||||||||||||||||||||||
| General and administrative expenses | 167.1 | 5.6 | % | 176.2 | 6.1 | % | 332.6 | 5.9 | % | 340.1 | 6.2 | % | |||||||||||||||||||||||||||||||||||
| Interest expense, net | 50.6 | 1.7 | % | 59.4 | 2.1 | % | 102.6 | 1.8 | % | 112.1 | 2.1 | % | |||||||||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates, net | (5.9) | (0.2) | % | (7.5) | (0.3) | % | (15.1) | (0.3) | % | (16.6) | (0.3) | % | |||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 11.3 | 0.4 | % | — | — | % | 11.3 | 0.2 | % | — | — | % | |||||||||||||||||||||||||||||||||||
| Other (income) expense, net | (1.3) | (0.0) | % | (3.5) | (0.1) | % | 1.9 | 0.0 | % | (9.7) | (0.2) | % | |||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | 63.1 | 2.1 | % | $ | 19.7 | 0.7 | % | $ | 17.6 | 0.3 | % | $ | (105.6) | (1.9) | % | |||||||||||||||||||||||||||||||
| (Provision for) benefit from income taxes | (19.3) | (0.7) | % | (2.9) | (0.1) | % | (8.3) | (0.1) | % | 41.8 | 0.8 | % | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 43.8 | 1.5 | % | $ | 16.8 | 0.6 | % | $ | 9.3 | 0.2 | % | $ | (63.8) | (1.2) | % | |||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | 9.8 | 0.3 | % | 1.2 | 0.0 | % | 16.5 | 0.3 | % | 1.2 | 0.0 | % | |||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to MasTec, Inc. | $ | 34.0 | 1.1 | % | $ | 15.5 | 0.5 | % | $ | (7.2) | (0.1) | % | $ | (65.0) | (1.2) | % | |||||||||||||||||||||||||||||||
We review our operating results by reportable segment. See Note 11 – Segments and Related Information in the notes to the consolidated financial statements, which is incorporated by reference. Our reportable segments are: (1) Communications; (2) Clean Energy and Infrastructure; (3) Power Delivery; (4) Oil and Gas; and (5) Other. Management’s review of segment results includes analyses of trends in revenue, EBITDA and EBITDA margin. EBITDA for segment reporting purposes is calculated consistently with our consolidated EBITDA calculation. See the discussion of our non-U.S. GAAP financial measures, including certain adjusted non-U.S. GAAP measures, as described below, following the comparison of results discussion. The following table presents revenue, EBITDA and EBITDA margin by segment for the periods indicated (dollar amounts in millions):
| Revenue | EBITDA and EBITDA Margin | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment: | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 (a) | 2024 | 2023 (a) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Communications | $ | 824.6 | $ | 868.7 | $ | 1,557.5 | $ | 1,675.2 | $ | 81.9 | 9.9 | % | $ | 89.5 | 10.3 | % | $ | 130.7 | 8.4 | % | $ | 142.3 | 8.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Clean Energy and Infrastructure | 942.3 | 969.7 | 1,695.8 | 1,794.6 | 47.4 | 5.0 | % | 33.2 | 3.4 | % | 67.8 | 4.0 | % | 38.5 | 2.1 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Power Delivery | 636.6 | 702.6 | 1,207.5 | 1,412.0 | 51.4 | 8.1 | % | 57.1 | 8.1 | % | 78.7 | 6.5 | % | 104.5 | 7.4 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oil and Gas | 572.4 | 341.8 | 1,206.2 | 598.3 | 135.1 | 23.6 | % | 77.0 | 22.5 | % | 227.8 | 18.9 | % | 91.5 | 15.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | 2.8 | NM | 6.8 | NM | 9.8 | NM | 13.9 | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eliminations | (14.8) | (8.7) | (19.1) | (21.3) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Total | $ | 2,961.1 | $ | 2,874.1 | $ | 5,647.9 | $ | 5,458.8 | $ | 318.6 | 10.8 | % | $ | 263.6 | 9.2 | % | $ | 514.8 | 9.1 | % | $ | 390.7 | 7.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | — | — | — | — | (69.2) | — | (39.4) | — | (117.7) | — | (89.9) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated Total | $ | 2,961.1 | $ | 2,874.1 | $ | 5,647.9 | $ | 5,458.8 | $ | 249.4 | 8.4 | % | $ | 224.2 | 7.8 | % | $ | 397.1 | 7.0 | % | $ | 300.8 | 5.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||
NM - Percentage is not meaningful
(a) For the three month period ended June 30, 2023, Communications, Clean Energy and Infrastructure and Power Delivery EBITDA included $4.6 million, $16.4 million and $0.3 million, respectively, of acquisition and integration costs related to certain acquisitions, and Corporate EBITDA included $1.4 million of such costs, and, for the six month period ended June 30, 2023, $13.5 million, $21.7 million, $1.9 million and $2.7 million, of such costs were included in EBITDA of the segments and Corporate, respectively. These acquisition and integration activities were completed in the fourth quarter of 2023.
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Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
Revenue. For the three month period ended June 30, 2024, consolidated revenue totaled $2,961 million as compared with $2,874 million for the same period in 2023, an increase of approximately $87 million, or 3%. Revenue in our Oil and Gas segment increased by approximately $231 million, or 67%, whereas revenue decreased in our Power Delivery segment by approximately $66 million, or 9%, in our Communications segment by approximately $44 million, or 5%, and in our Clean Energy and Infrastructure segment by approximately $27 million, or 3%. See below for details of revenue by segment.
Communications Segment. Communications revenue was $825 million for the three month period ended June 30, 2024 as compared with $869 million for the same period in 2023, a decrease of $44 million, or 5%. The decrease in revenue was driven primarily by lower levels of wireline and install-to-the-home project activity due, in part, to customer project timing in our wireline businesses and, for our install-to-the-home activities, changes in consumer behavior resulting in lower demand. These decreases were offset, in part, by an increase in utility project work.
Clean Energy and Infrastructure Segment. Clean Energy and Infrastructure revenue was $942 million for the three month period ended June 30, 2024, as compared with $970 million for the same period in 2023, a decrease of $27 million, or 3%, due primarily to lower levels of renewable and certain industrial and other infrastructure project work, offset, in part, by higher levels of heavy civil project activity, due to various factors affecting timing of project work.
Power Delivery Segment. Power Delivery revenue was $637 million for the three month period ended June 30, 2024, as compared with $703 million for the same period in 2023, a decrease of $66 million, or 9%. The decrease in revenue was primarily due to lower levels of project activity, including timing-related decreases in transmission and distribution-related project work, primarily due to regulatory effects, offset, in part, by an increase in substation-related project activity.
Oil and Gas Segment. Oil and Gas revenue was $572 million for the three month period ended June 30, 2024, as compared with $342 million for the same period in 2023, an increase of $231 million, or 67%, due primarily to higher levels of project activity, including from increased demand and project timing-related increases in large-diameter and midstream project activity due to improved market and regulatory conditions, partially offset by a reduction in pipeline integrity services.
Costs of revenue, excluding depreciation and amortization. Costs of revenue, excluding depreciation and amortization, increased by approximately $56 million, or 2%, to $2,540 million for the three month period ended June 30, 2024 from $2,485 million for the same period in 2023. Higher levels of revenue contributed an increase of $75 million in costs of revenue, excluding depreciation and amortization, whereas improved productivity resulted in a decrease of approximately $20 million. Costs of revenue, excluding depreciation and amortization, as a percentage of revenue decreased by approximately 70 basis points to 85.8% of revenue for the three month period ended June 30, 2024 from 86.5% of revenue for the same period in 2023. The basis point decrease was due to a combination of improved project efficiencies and project mix, primarily within our Oil and Gas and Clean Energy and Infrastructure segments, and the positive effects of certain project close-outs, offset, in part, by reduced productivity from the effects of certain overhead costs incurred to maintain operating capacity in support of expected future project work. See “Analysis of EBITDA by Segment” below for discussion of operating capacity effects by segment.
Depreciation. Depreciation was $102 million, or 3.4% of revenue, for the three month period ended June 30, 2024, as compared with $103 million, or 3.6% of revenue, for the same period in 2023. As a percentage of revenue, depreciation decreased by approximately 10 basis points, due primarily to higher levels of revenue.
Amortization of intangible assets. Amortization of intangible assets was $34 million, or 1.1% of revenue, for the three month period ended June 30, 2024, as compared with $42 million, or 1.5% of revenue, for the same period in 2023, a decrease of approximately $8 million, or 20%, due to a combination of the effects of timing of amortization for certain assets and the completion of amortization for certain intangible assets associated with prior year acquisitions. As a percentage of revenue, amortization of intangible assets decreased by approximately 30 basis points as compared with the same period in 2023.
General and administrative expenses. General and administrative expenses totaled $167 million, or 5.6% of revenue, for the three month period ended June 30, 2024, as compared with $176 million, or 6.1% of revenue, for the same period in 2023, a decrease of approximately $9 million, or 5%. The decrease in general and administrative expenses was primarily due to a $20 million reduction in acquisition and integration costs, an increase in gains on sales of assets, net, and a decrease in various administrative costs, including information technology expenses, offset, in part, by increases in compensation and the effects of timing of ordinary course legal matters. Overall, general and administrative expenses decreased by approximately 50 basis points as a percentage of revenue for the three month period ended June 30, 2024 as compared with the same period in 2023.
Interest expense, net. Interest expense, net of interest income, was approximately $51 million, or 1.7% of revenue, for the three month period ended June 30, 2024, as compared with approximately $59 million, or 2.1% of revenue, for the same period in 2023, a decrease of approximately $9 million, or 15%. The decrease in interest expense, net, was primarily due to a reduction in our variable rate debt outstanding under our credit facility and term loans, offset, in part, by an increase in interest expense from our 5.900% Senior Notes and accounts receivable financing arrangements.
Equity in earnings of unconsolidated affiliates, net. Equity in earnings or losses of unconsolidated affiliates includes our share of income or losses from equity method investments. For the three month periods ended June 30, 2024 and 2023, equity in earnings from unconsolidated affiliates, net, totaled approximately $6 million and $7 million, respectively, and related primarily to our investments in the Waha JVs.
Loss on extinguishment of debt. We incurred a loss on debt extinguishment of approximately $11 million for the three month period ended June 30, 2024 in connection with the second quarter 2024 repayment of our 6.625% IEA Senior Notes and Three-Year Term Loan Facility.
Other income, net. Other income, net, was $1 million for the three month period ended June 30, 2024, as compared with $4 million for the same period in 2023. For the three month period ended June 30, 2024, other income, net, included approximately $4 million of expense, net, from changes to estimated Earn-out accruals, offset by other miscellaneous income, net, including from legal and other settlements. The three month
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period ended June 30, 2023 included approximately $2 million of income, net, from changes to estimated Earn-out accruals, as well as other miscellaneous income, net.
Provision for income taxes. Income tax expense was $19 million for the three month period ended June 30, 2024, as compared with $3 million for the same period in 2023. Pre-tax income totaled $63 million for the three month period ended June 30, 2024, as compared with $20 million for the same period in 2023. For the three month period ended June 30, 2024, our effective tax rate was 30.7% as compared with 14.9% for the same period in 2023. Our effective tax rate in the second quarter of 2024 included the effect of an increase in non-deductible expenses whereas the same period in 2023 included the benefit from certain prior period tax return adjustments.
Analysis of EBITDA by Segment
Communications Segment. EBITDA for our Communications segment was $82 million, or 9.9% of revenue, for the three month period ended June 30, 2024, as compared with $90 million, or 10.3% of revenue, for the same period in 2023, a decrease in EBITDA of approximately $8 million, or 9%. As a percentage of revenue, EBITDA decreased by approximately 40 basis points, or $3 million, due to reduced efficiencies and operating leverage from lower levels of revenue, offset, in part, by a reduction of approximately $5 million in certain acquisition and integration costs and the positive effects of certain project close-outs. Lower levels of revenue resulted in a decrease in EBITDA of approximately $5 million.
Clean Energy and Infrastructure Segment. EBITDA for our Clean Energy and Infrastructure segment was $47 million, or 5.0% of revenue, for the three month period ended June 30, 2024, as compared with $33 million, or 3.4% of revenue for the same period in 2023, an increase in EBITDA of approximately $14 million, or 43%. As a percentage of revenue, EBITDA increased by approximately 160 basis points, or $15 million, due to a combination of improved productivity and a reduction of approximately $16 million in certain acquisition and integration costs, offset, in part, by the effects of certain overhead costs incurred to maintain operating capacity in support of expected future project work. Lower levels of revenue resulted in a decrease in EBITDA of approximately $1 million.
Power Delivery Segment. EBITDA for our Power Delivery segment was $51 million, or 8.1% of revenue, for the three month period ended June 30, 2024, as compared with EBITDA of $57 million, or 8.1% of revenue for the same period in 2023, a decrease in EBITDA of approximately $6 million, or 10%. As a percentage of revenue, EBITDA was flat and lower levels of revenue resulted in a decrease in EBITDA of approximately $5 million.
Oil and Gas Segment. EBITDA for our Oil and Gas segment was $135 million, or 23.6% of revenue for the three month period ended June 30, 2024, as compared with $77 million, or 22.5% of revenue for the same period in 2023, an increase in EBITDA of $58 million, or 75%. As a percentage of revenue, EBITDA increased by approximately 110 basis points, or $6 million, due primarily to improved productivity, including as a result of improved operating leverage from higher levels of revenue and project efficiencies, as well as the effects of project mix. Higher levels of revenue contributed an increase in EBITDA of approximately $52 million.
Other Segment. EBITDA from Other businesses totaled approximately $3 million and $7 million for the three month periods ended June 30, 2024 and 2023, respectively. EBITDA from Other businesses relates primarily to equity in earnings from our investments in the Waha JVs, offset, in part, by losses from other businesses and investments.
Corporate. Corporate EBITDA was negative $69 million for the three month period ended June 30, 2024, as compared with EBITDA of negative $39 million for the same period in 2023, for a decrease in EBITDA of approximately $30 million. For the three month period ended June 30, 2024, Corporate EBITDA included approximately $11 million of a loss on debt extinguishment and $4 million of expense, net, from changes to estimated Earn-out accruals. For the three month period ended June 30, 2023, Corporate EBITDA included approximately $2 million of income, net from changes to estimated Earn-out accruals. Corporate expenses for the three month period ended June 30, 2024 not related to the above-described items increased by approximately $13 million as compared with the same period in 2023, due primarily to increases in information technology and other administrative expenses as well as the effects of timing of ordinary course legal and other settlement matters.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Revenue. For the six month period ended June 30, 2024, consolidated revenue totaled $5,648 million as compared with $5,459 million for the same period in 2023, an increase of approximately $189 million, or 3%. Revenue in our Oil and Gas segment increased by approximately $608 million, or 102%, whereas revenue decreased in our Power Delivery segment by approximately $205 million, or 14%, in our Communications segment by approximately $118 million, or 7%, and in our Clean Energy and Infrastructure segment by approximately $99 million, or 6%. See below for details of revenue by segment.
Communications Segment. Communications revenue was $1,558 million for the six month period ended June 30, 2024, as compared with $1,675 million for the same period in 2023, a decrease of $118 million, or 7%. The decrease in revenue was driven primarily by lower levels of wireless, wireline and install-to-the-home project activity due, in part, to customer project timing in our wireless and wireline businesses and, for our install-to-the-home activities, changes in consumer behavior resulting in lower demand. These decreases were offset, in part, by an increase in utility project work.
Clean Energy and Infrastructure Segment. Clean Energy and Infrastructure revenue was $1,696 million for the six month period ended June 30, 2024, as compared with $1,795 million for the same period in 2023, a decrease of $99 million, or 6%, due primarily to lower levels of renewable and certain industrial and other infrastructure project work, offset, in part, by higher levels of heavy civil project activity, due to various factors affecting timing of project work.
Power Delivery Segment. Power Delivery revenue was $1,208 million for the six month period ended June 30, 2024, as compared with $1,412 million for the same period in 2023, a decrease of $205 million, or 14%. The decrease in revenue was primarily due to lower levels of project activity, including timing-related decreases in transmission and distribution-related project work, primarily due to regulatory effects, offset, in part, by an increase in substation-related project activity.
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Oil and Gas Segment. Oil and Gas revenue was $1,206 million for the six month period ended June 30, 2024, as compared with $598 million for the same period in 2023, an increase of $608 million, or 102%, due primarily to higher levels of project activity, including from increased demand and project timing-related increases in large-diameter and midstream project activity due to improved market and regulatory conditions, offset, in part, by a reduction in pipeline integrity services.
Costs of revenue, excluding depreciation and amortization. Costs of revenue, excluding depreciation and amortization, increased by approximately $76 million, or 2%, to $4,920 million for the six month period ended June 30, 2024 from $4,844 million for the same period in 2023. Higher levels of revenue contributed an increase of $168 million in costs of revenue, excluding depreciation and amortization, whereas improved productivity resulted in a decrease of approximately $92 million. Costs of revenue, excluding depreciation and amortization, as a percentage of revenue decreased by approximately 160 basis points to 87.1% of revenue for the six month period ended June 30, 2024 from 88.7% of revenue for the same period in 2023. The basis point decrease was due to a combination of improved project efficiencies and project mix, primarily within our Oil and Gas and Clean Energy and Infrastructure segments, and the positive effects of certain project close-outs, offset, in part, by reduced productivity from the effects of certain overhead costs incurred to maintain operating capacity in support of expected future project work. See “Analysis of EBITDA by Segment” below for discussion of operating capacity effects by segment.
Depreciation. Depreciation was $210 million, or 3.7% of revenue, for the six month period ended June 30, 2024, as compared with $210 million, or 3.9% of revenue, for the same period in 2023. As a percentage of revenue, depreciation decreased by approximately 10 basis points, due primarily to higher levels of revenue.
Amortization of intangible assets. Amortization of intangible assets was $67 million, or 1.2% of revenue, for the six month period ended June 30, 2024, as compared with $84 million, or 1.5% of revenue, for the same period in 2023, a decrease of approximately $17 million, or 20%, due to a combination of the effects of timing of amortization for certain assets and the completion of amortization for certain intangible assets associated with prior year acquisitions. As a percentage of revenue, amortization of intangible assets decreased by approximately 30 basis points as compared with the same period in 2023.
General and administrative expenses. General and administrative expenses totaled $333 million, or 5.9% of revenue, for the six month period ended June 30, 2024, as compared with $340 million, or 6.2% of revenue, for the same period in 2023, a decrease of approximately $7 million, or 2%. The decrease in general and administrative expenses was primarily due to a $35 million reduction in acquisition and integration costs, an increase in gains on sales of assets, net, and a decrease in various administrative costs, including information technology expenses, offset, in part, by an increase in the provision for credit losses, increases in compensation and the effects of timing of ordinary course legal and other settlement matters. Overall, general and administrative expenses decreased by approximately 30 basis points as a percentage of revenue for the six month period ended June 30, 2024 as compared with the same period in 2023.
Interest expense, net. Interest expense, net of interest income, was approximately $103 million, or 1.8% of revenue, for the six month period ended June 30, 2024, as compared with approximately $112 million, or 2.1% of revenue, for the same period in 2023, a decrease of approximately $9 million, or 8%. The decrease in interest expense, net, was primarily due to a reduction in our variable rate debt outstanding under our credit facility and term loans, offset, in part, by an increase in interest expense from our 5.900% Senior Notes and accounts receivable financing arrangements.
Equity in earnings of unconsolidated affiliates, net. For the six month periods ended June 30, 2024 and 2023, equity in earnings from unconsolidated affiliates, net, totaled approximately $15 million and $17 million, respectively, and related primarily to our investments in the Waha JVs.
Loss on extinguishment of debt. We incurred a loss on debt extinguishment of approximately $11 million for the six month period ended June 30, 2024 in connection with the second quarter 2024 repayment of our 6.625% IEA Senior Notes and Three-Year Term Loan Facility.
Other expense (income), net. Other expense, net, was $2 million for the six month period ended June 30, 2024, as compared with $10 million of other income, net, for the same period in 2023. For the six month period ended June 30, 2024, other expense, net, included approximately $2 million of income, net, from changes to estimated Earn-out accruals, approximately $10 million of asset impairment and other valuation adjustments related to certain fixed assets and approximately $6 million of other miscellaneous income, net, including from legal and other settlements. For the six month period ended June 30, 2023, other income, net, included approximately $2 million of income, net, from changes to estimated Earn-out accruals, approximately $3 million of income from the final settlement and expiration of certain warrants related to the acquisition of IEA and approximately $5 million of other miscellaneous income, including from legal and other settlements.
(Provision for) benefit from income taxes. Income tax expense was $8 million for the six month period ended June 30, 2024, as compared with $42 million of income tax benefit for the same period in 2023. Pre-tax income totaled $18 million for the six month period ended June 30, 2024, as compared with $106 million of pre-tax losses for the same period in 2023. For the six month period ended June 30, 2024, our effective tax rate was 47.0% as compared with 39.6% for the same period in 2023. Our effective tax rate for the six month periods ended June 30, 2024 and 2023 included the effect of an increase in non-deductible expenses and for the six month period ended June 30, 2023, our effective tax rate also included a net tax benefit of approximately $9 million from share-based payment awards and a benefit from certain prior period tax return adjustments.
Analysis of EBITDA by Segment
Communications Segment. EBITDA for our Communications segment was $131 million, or 8.4% of revenue, for the six month period ended June 30, 2024, as compared with $142 million, or 8.5% of revenue, for the same period in 2023, a decrease in EBITDA of approximately $12 million, or 8%. As a percentage of revenue, EBITDA decreased by approximately 10 basis points, or $2 million, due to reduced efficiencies and operating leverage from lower levels of revenue, offset, in part, by a reduction of approximately $13 million in certain acquisition and integration costs and the positive effects of certain project close-outs. Lower levels of revenue resulted in a decrease in EBITDA of approximately $10 million.
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Clean Energy and Infrastructure Segment. EBITDA for our Clean Energy and Infrastructure segment was $68 million, or 4.0% of revenue, for the six month period ended June 30, 2024, as compared with $39 million, or 2.1% of revenue, for the same period in 2023, an increase in EBITDA of approximately $29 million, or 76%. As a percentage of revenue, EBITDA increased by approximately 190 basis points, or $31 million, due to a combination of improved productivity and a reduction of approximately $22 million in certain acquisition and integration costs, offset, in part, by the effects of certain overhead costs incurred to maintain operating capacity in support of expected future project work. Lower levels of revenue resulted in a decrease in EBITDA of approximately $2 million.
Power Delivery Segment. EBITDA for our Power Delivery segment was $79 million, or 6.5% of revenue, for the six month period ended June 30, 2024, as compared with EBITDA of $105 million, or 7.4% of revenue, for the same period in 2023, a decrease in EBITDA of approximately $26 million, or 25%. As a percentage of revenue, EBITDA decreased by approximately 90 basis points, or $11 million, due to a combination of reduced project efficiencies, including from the effects of certain overhead costs incurred to maintain operating capacity in support of expected future project work, project mix and a reduction in emergency restoration services, offset, in part, by a reduction of approximately $2 million in certain acquisition and integration costs. Lower levels of revenue resulted in a decrease in EBITDA of approximately $15 million.
Oil and Gas Segment. EBITDA for our Oil and Gas segment was $228 million or 18.9% of revenue, for the six month period ended June 30, 2024, as compared with $92 million, or 15.3% of revenue for the same period in 2023, an increase in EBITDA of $136 million, or 149%. As a percentage of revenue, EBITDA increased by approximately 360 basis points, or $43 million, due primarily to improved productivity, including as a result of improved operating leverage from higher levels of revenue and project efficiencies, as well as the effects of project mix. Higher levels of revenue contributed an increase in EBITDA of approximately $93 million.
Other Segment. EBITDA from Other businesses totaled approximately $10 million for the six month period ended June 30, 2024, as compared with EBITDA of $14 million for the same period in 2023. EBITDA from Other businesses relates primarily to equity in earnings from our investments in the Waha JVs, offset, in part, by losses from other businesses and investments.
Corporate. Corporate EBITDA was negative $118 million for the six month period ended June 30, 2024, as compared with EBITDA of negative $90 million for the same period in 2023, for a decrease in EBITDA of approximately $28 million. For the six month period ended June 30, 2024, Corporate EBITDA included approximately $11 million of a loss on debt extinguishment and $2 million of income, net, from changes to estimated Earn-out accruals. For the six month period ended June 30, 2023, Corporate EBITDA included approximately $2 million of income, net, from changes to estimated Earn-out accruals and $3 million of income from the final settlement and expiration of certain warrants related to the acquisition of IEA. Corporate expenses for the six month period ended June 30, 2024 not related to the above-described items increased by approximately $14 million as compared with the same period in 2023, due primarily to increases in information technology and other administrative expenses as well as the effects of timing of ordinary course legal and other settlement matters.
Non-U.S. GAAP Financial Measures
As appropriate, we supplement our reported U.S. GAAP financial information with certain non-U.S. GAAP financial measures, including earnings before interest, income taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA (“Adjusted EBITDA”), adjusted net income (“Adjusted Net Income”) and adjusted diluted earnings per share (“Adjusted Diluted Earnings Per Share”). These “adjusted” non-U.S. GAAP measures exclude, as applicable to the respective periods, non-cash stock-based compensation expense; the loss on debt extinguishment; acquisition and integration costs related to certain acquisition activity; and fair value gains or losses, net, on an investment; and, for Adjusted Net Income and Adjusted Diluted Earnings Per Share, amortization of intangible assets and the tax effects of the adjusted items. These definitions of EBITDA and Adjusted EBITDA are not the same as in our Credit Facility or in the indenture governing our senior notes; therefore, EBITDA and Adjusted EBITDA as presented in this discussion should not be used for purposes of determining our compliance with the covenants contained in our debt instruments.
We use EBITDA and Adjusted EBITDA, as well as Adjusted Net Income and Adjusted Diluted Earnings Per Share, to evaluate our performance, both internally and as compared with our peers, because these measures exclude certain items that may not be indicative of our core, or underlying, operating results, as well as items that can vary widely across different industries or among companies within the same industry. We believe that these adjusted measures provide a baseline for analyzing trends in our underlying business. We also use these adjusted measures to allocate resources. Non-cash stock-based compensation expense can be subject to volatility from changes in the market price per share of our common stock or variations in the value and number of shares granted, and amortization of intangible assets is subject to acquisition activity, which varies from period to period. In 2021, we initiated a significant transformation of our end-market business operations to focus on the nation’s transition to low-carbon energy sources and position the Company for expected future opportunities. This transformation included significant acquisition activity to expand our scale and capacity in renewable energy, power delivery, heavy civil and telecommunications services, and resulted in significant acquisition and integration costs. Due to the extent of the acquisition costs related to this acquisition activity and the extent of the efforts that were required to integrate these acquisitions, we have excluded acquisition and integration costs related to this acquisition activity in our computation of Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings Per Share. These acquisition and integration activities were completed in the fourth quarter of 2023.
Our adjusted results also exclude fair value gains or losses, net, for our investment in American Virtual Cloud Technologies, Inc. (“AVCT”). We believe that fair value gains or losses for our investment in AVCT, a company in which we had no active involvement and for which fair value activity varied from period to period based on fluctuations in the market price of the investment, are not indicative of our core operations, and that this presentation improves comparability of our results with those of our peers. AVCT filed for bankruptcy in the first quarter of 2023, and our investment was fully written off.
We exclude intangible asset amortization from our non-U.S. GAAP financial measures due to its non-operational nature and inherent volatility, as acquisition activity varies from period to period. We believe that this presentation is common practice within our industry and improves comparability of our results with those of our peers. Note that while intangible asset amortization related to the assets of acquired entities is excluded
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from our non-U.S. GAAP financial measures, the revenue and all other expenses of the acquired entities are included within our non-U.S. GAAP financial measures, unless otherwise stated.
We believe that these non-U.S. GAAP financial measures provide meaningful information and help investors understand our financial results and assess our prospects for future performance. Because non-U.S. GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-U.S. GAAP financial measures having the same or similar names. Each company’s definitions of these adjusted measures may vary as they are not standardized and should be used together with the provided reconciliations. These financial measures should not be considered in isolation from, as substitutes for, or alternative measures of, reported net income or diluted earnings per share, and should be viewed in conjunction with the most comparable U.S. GAAP financial measures and the provided reconciliations thereto. We believe these non-U.S. GAAP financial measures, when viewed together with our U.S. GAAP results and related reconciliations, provide a more complete understanding of our business. We strongly encourage investors to review our consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.
The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA in dollar and percentage of revenue terms for the periods indicated. The tables below (dollar amounts in millions) may contain slight summation differences due to rounding.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 43.8 | 1.5 | % | $ | 16.8 | 0.6 | % | $ | 9.3 | 0.2 | % | $ | (63.8) | (1.2) | % | |||||||||||||||||||||||||||||||
| Interest expense, net | 50.6 | 1.7 | % | 59.4 | 2.1 | % | 102.6 | 1.8 | % | 112.1 | 2.1 | % | |||||||||||||||||||||||||||||||||||
| Provision for (benefit from) income taxes | 19.3 | 0.7 | % | 2.9 | 0.1 | % | 8.3 | 0.1 | % | (41.8) | (0.8) | % | |||||||||||||||||||||||||||||||||||
| Depreciation | 102.1 | 3.4 | % | 103.0 | 3.6 | % | 209.6 | 3.7 | % | 210.3 | 3.9 | % | |||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 33.6 | 1.1 | % | 42.0 | 1.5 | % | 67.3 | 1.2 | % | 84.0 | 1.5 | % | |||||||||||||||||||||||||||||||||||
| EBITDA | $ | 249.4 | 8.4 | % | $ | 224.2 | 7.8 | % | $ | 397.1 | 7.0 | % | $ | 300.8 | 5.5 | % | |||||||||||||||||||||||||||||||
| Non-cash stock-based compensation expense | 7.0 | 0.2 | % | 8.6 | 0.3 | % | 16.7 | 0.3 | % | 17.1 | 0.3 | % | |||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 11.3 | 0.4 | % | — | — | % | 11.3 | 0.2 | % | — | — | % | |||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | — | — | % | 22.7 | 0.8 | % | — | — | % | 39.8 | 0.7 | % | |||||||||||||||||||||||||||||||||||
| Losses on fair value of investment | — | — | % | — | — | % | — | — | % | 0.2 | 0.0 | % | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 267.8 | 9.0 | % | $ | 255.4 | 8.9 | % | $ | 425.1 | 7.5 | % | $ | 357.9 | 6.6 | % | |||||||||||||||||||||||||||||||
A reconciliation of EBITDA and EBITDA margin to Adjusted EBITDA and Adjusted EBITDA margin by segment for the periods indicated is as follows:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| EBITDA | $ | 249.4 | 8.4 | % | $ | 224.2 | 7.8 | % | $ | 397.1 | 7.0 | % | $ | 300.8 | 5.5 | % | |||||||||||||||||||||||||||||||
Non-cash stock-based compensation expense (a) | 7.0 | 0.2 | % | 8.6 | 0.3 | % | 16.7 | 0.3 | % | 17.1 | 0.3 | % | |||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt (a) | 11.3 | 0.4 | % | — | — | % | 11.3 | 0.2 | % | — | — | % | |||||||||||||||||||||||||||||||||||
Acquisition and integration costs (b) | — | — | % | 22.7 | 0.8 | % | — | — | % | 39.8 | 0.7 | % | |||||||||||||||||||||||||||||||||||
Losses on fair value of investment (a) | — | — | % | — | — | % | — | — | % | 0.2 | 0.0 | % | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 267.8 | 9.0 | % | $ | 255.4 | 8.9 | % | $ | 425.1 | 7.5 | % | $ | 357.9 | 6.6 | % | |||||||||||||||||||||||||||||||
| Segment: | |||||||||||||||||||||||||||||||||||||||||||||||
| Communications | $ | 81.9 | 9.9 | % | $ | 94.1 | 10.8 | % | $ | 130.7 | 8.4 | % | $ | 155.8 | 9.3 | % | |||||||||||||||||||||||||||||||
| Clean Energy and Infrastructure | 47.4 | 5.0 | % | 49.7 | 5.1 | % | 67.8 | 4.0 | % | 60.2 | 3.4 | % | |||||||||||||||||||||||||||||||||||
| Power Delivery | 51.4 | 8.1 | % | 57.4 | 8.2 | % | 78.7 | 6.5 | % | 106.5 | 7.5 | % | |||||||||||||||||||||||||||||||||||
| Oil and Gas | 135.1 | 23.6 | % | 77.0 | 22.5 | % | 227.8 | 18.9 | % | 91.6 | 15.3 | % | |||||||||||||||||||||||||||||||||||
| Other | 2.8 | NM | 6.7 | NM | 9.8 | NM | 13.8 | NM | |||||||||||||||||||||||||||||||||||||||
| Segment Total | $ | 318.6 | 10.8 | % | $ | 284.9 | 9.9 | % | $ | 514.8 | 9.1 | % | $ | 427.9 | 7.8 | % | |||||||||||||||||||||||||||||||
| Corporate | (50.8) | — | (29.5) | — | (89.7) | — | (70.0) | — | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 267.8 | 9.0 | % | $ | 255.4 | 8.9 | % | $ | 425.1 | 7.5 | % | $ | 357.9 | 6.6 | % | |||||||||||||||||||||||||||||||
NM - Percentage is not meaningful
(a) Non-cash stock-based compensation expense, loss on extinguishment of debt and losses on the fair value of an investment are included within Corporate EBITDA.
(b) For the three month period ended June 30, 2023, Communications, Clean Energy and Infrastructure and Power Delivery EBITDA included $4.6 million, $16.4 million and $0.3 million, respectively, of acquisition and integration costs related to certain acquisitions, as described above, and Corporate EBITDA included $1.4 million of such costs, and for the six month period ended June 30, 2023, $13.5 million, $21.7 million, $1.9 million and $2.7 million of such costs were included in EBITDA of the segments and Corporate, respectively.
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The tables below, which may contain slight summation differences due to rounding, reconcile reported net income and reported diluted earnings per share, the most directly comparable U.S. GAAP financial measures, to Adjusted Net Income and Adjusted Diluted Earnings Per Share.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income (loss) | $ | 43.8 | $ | 16.8 | $ | 9.3 | $ | (63.8) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Non-cash stock-based compensation expense | 7.0 | 8.6 | 16.7 | 17.1 | |||||||||||||||||||
| Amortization of intangible assets | 33.6 | 42.0 | 67.3 | 84.0 | |||||||||||||||||||
| Loss on extinguishment of debt | 11.3 | — | 11.3 | — | |||||||||||||||||||
| Acquisition and integration costs | — | 22.7 | — | 39.8 | |||||||||||||||||||
| Losses on fair value of investment | — | — | — | 0.2 | |||||||||||||||||||
| Total adjustments, pre-tax | $ | 52.0 | $ | 73.3 | $ | 95.3 | $ | 141.1 | |||||||||||||||
Income tax effect of adjustments (a) | (10.1) | (19.3) | (22.3) | (48.5) | |||||||||||||||||||
| Adjusted net income | $ | 85.6 | $ | 70.7 | $ | 82.3 | $ | 28.8 | |||||||||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.43 | $ | 0.20 | $ | (0.09) | $ | (0.84) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Non-cash stock-based compensation expense | 0.09 | 0.11 | 0.21 | 0.22 | |||||||||||||||||||
| Amortization of intangible assets | 0.43 | 0.54 | 0.85 | 1.07 | |||||||||||||||||||
| Loss on extinguishment of debt | 0.14 | — | 0.14 | — | |||||||||||||||||||
| Acquisition and integration costs | — | 0.29 | — | 0.51 | |||||||||||||||||||
| Losses on fair value of investment | — | — | — | 0.00 | |||||||||||||||||||
| Total adjustments, pre-tax | $ | 0.66 | $ | 0.93 | $ | 1.21 | $ | 1.80 | |||||||||||||||
Income tax effect of adjustments (a) | (0.13) | (0.25) | (0.28) | (0.62) | |||||||||||||||||||
| Adjusted diluted earnings per share | $ | 0.96 | $ | 0.89 | $ | 0.84 | $ | 0.35 | |||||||||||||||
(a) Represents the tax effects of the adjusted items that are subject to tax, including the tax effects of non-cash stock-based compensation expense, including from share-based payment awards. Tax effects are determined based on the tax treatment of the related item, the incremental statutory tax rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income. For the three and six month periods ended June 30, 2024, our consolidated tax amounts were expenses, with effective tax rates, as reported, of 30.7% and 47.0%, respectively, and as adjusted, were expenses with effective tax rates of 25.6% and 27.1%. respectively. For the three and six month periods ended June 30, 2023, our consolidated effective tax amounts were an expense and a benefit, with effective tax rates, as reported, of 14.9% and 39.6%, respectively, and as adjusted, were expenses with effective tax rates of 23.9% and 18.9%. respectively.
Financial Condition, Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operations, availability under our Credit Facility and our cash balances. Our primary liquidity needs are for working capital, capital expenditures, insurance and performance collateral in the form of cash and letters of credit, debt service, income taxes, earn-out obligations and equity and other investment funding requirements. We also evaluate opportunities for strategic acquisitions, investments and other arrangements from time to time, and we may consider opportunities to refinance, extend the terms of our existing indebtedness, retire outstanding debt, borrow additional funds, which may include borrowings under our Credit Facility or debt issuances, or repurchase additional shares of our outstanding common stock under share repurchase authorizations, any of which may require our use of cash. See Note 6 – Debt in the notes to the consolidated financial statements in this Form 10-Q, which is incorporated by reference, for details of our $550 million offering of 5.900% Senior Notes and the repayments of our 6.625% Senior Notes and Three-Year Term Loan during the second quarter of 2024.
Capital Expenditures. For the six month period ended June 30, 2024, we spent approximately $57 million on capital expenditures, or $26 million, net of asset disposals, and incurred approximately $53 million of equipment purchases under finance leases and other financing arrangements. We estimate that we will spend approximately $175 million on capital expenditures, or approximately $125 million, net of asset disposals, in 2024, and we expect to incur approximately $150 million of equipment purchases under finance leases and other financing arrangements. Actual capital expenditures may increase or decrease in the future depending upon business activity levels, as well as ongoing assessments of equipment lease and other financing arrangements versus purchase decisions based on management’s evaluation of short and long-term equipment requirements.
Acquisitions and Earn-Out Liabilities. We typically utilize cash for business acquisitions and other strategic arrangements. In addition, in most of our acquisitions, we have agreed to make future payments to the sellers that are contingent upon the future earnings performance of the acquired businesses, which we also refer to as “Earn-out” payments. Additionally, from time to time, our acquisitions may contain certain additional payments based upon specified conditions. Earn-out payments may be paid in cash or, under specific circumstances, MasTec common stock, or a combination thereof, generally at our option. The estimated total value of future Earn-out liabilities as of June 30, 2024 was approximately $71 million. Of this amount, approximately $24 million represents the liability for earned amounts. The remainder is management’s estimate of Earn-out
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liabilities that are contingent upon future performance. For the six month periods ended June 30, 2024 and 2023, we made $5 million and $26 million, respectively, of payments related to our Earn-out liabilities.
Income Taxes. For the six month periods ended June 30, 2024 and 2023, tax payments, net of tax refunds totaled approximately $45 million and $14 million, respectively. Our tax payments vary with changes in taxable income and earnings based on estimates of full year taxable income activity and estimated tax rates.
Working Capital. We need working capital to support seasonal and other variations in our business, primarily related to the effects of weather conditions on outdoor construction and maintenance work and the spending patterns of our customers, both of which influence the timing of associated spending to support customer demand. Working capital needs are generally higher during the summer and fall months due to increased demand for our services when favorable weather conditions exist in many of the regions in which we operate. Conversely, working capital needs are typically converted to cash during the winter months. These seasonal trends, however, can be offset by changes in the timing of projects, which can be affected by project delays or accelerations and/or other factors that may affect customer spending.
Working capital requirements also tend to increase when we commence multiple projects or particularly large projects because labor, including subcontractor costs, and certain other costs, including inventory and materials requirements, typically become payable before the receivables resulting from work performed are collected. The timing of billings and project close-outs can also contribute to changes in billed and unbilled revenue. As of June 30, 2024, we expect that substantially all of our unbilled receivables will be billed to customers in the normal course of business within the next twelve months. Total accounts receivable, which consists of contract billings, unbilled receivables and retainage, net of allowance, totaled approximately $2.9 billion as of June 30, 2024 as compared with $3.1 billion as of December 31, 2023, due primarily to a decrease in quarterly revenue.
Our payment billing terms are generally net 30 days, and some of our contracts allow our customers to retain a portion of the contract amount until the job is completed, which amounts are referred to as “retainage.” As part of our ongoing working capital management practices, we evaluate opportunities to improve our working capital cycle time through contractual provisions and certain financing arrangements. For certain customers, we maintain inventory to meet the materials requirements of the contracts. Occasionally, certain of our customers pay us in advance for a portion of the materials we purchase for their projects or allow us to pre-bill them for materials purchases up to specified amounts. Vendor terms are generally 30 days. Our agreements with subcontractors often contain a “pay-if-paid” provision, whereby our payments are contractually due to subcontractors only after we are paid by our customers.
Summary of Financial Condition, Liquidity and Capital Resources
Including our current assessment of general economic and market conditions on our results of operations and capital resource requirements, we anticipate that funds generated from operations, borrowings under our credit facilities and our cash balances will be sufficient to meet our working capital requirements, anticipated capital expenditures, debt service obligations, insurance and performance collateral requirements, letter of credit needs, earn-out obligations, required income tax payments, as well as potential acquisition, strategic arrangement and investment funding requirements and/or share repurchase activity and other liquidity needs for the next twelve months and the foreseeable future.
Sources and Uses of Cash
As of June 30, 2024, we had approximately $729 million in working capital, defined as current assets less current liabilities, as compared with $1,137 million as of December 31, 2023, a decrease of approximately $408 million. Cash and cash equivalents totaled approximately $298 million and $530 million as of June 30, 2024 and December 31, 2023, respectively, for a decrease of approximately $232 million. See discussion below for further detail regarding our cash flows and related activity.
Sources and uses of cash are summarized below (in millions):
| For the Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net cash provided by (used in) operating activities | $ | 372.2 | $ | (97.9) | |||||||
| Net cash used in investing activities | $ | (24.5) | $ | (141.5) | |||||||
| Net cash used in financing activities | $ | (579.1) | $ | (12.2) | |||||||
Operating Activities. Cash flow from operations is primarily influenced by changes in the timing of demand for our services and operating margins, but can also be affected by working capital needs associated with the various types of services we provide. Working capital is affected by changes in total accounts receivable, prepaid expenses and other current assets, accounts payable and payroll tax payments, accrued expenses and contract liabilities, all of which tend to be related. These working capital items are affected by changes in revenue resulting from the timing and volume of work performed, variability in the timing of customer billings and collections of receivables, as well as settlement of payables and other obligations. Net cash provided by operating activities for the six month period ended June 30, 2024 was $372 million, as compared with $98 million of net cash used in operating activities for the same period in 2023, for an increase in net cash provided by operating activities of approximately $470 million, due primarily to (i) changes in working capital compared with the prior period, including from the positive effect of timing-related changes in accounts receivable, offset, in part, by the negative effect of timing-related changes in accounts payable and accrued expenses; and (ii) an increase in net income as compared with the prior period.
Days sales outstanding, net of contract liabilities, which we refer to as “DSO,” is calculated as total accounts receivable, net of allowance, less contract liabilities, divided by average daily revenue for the most recently completed quarter as of the balance sheet date. Our DSO was 69 as of June 30, 2024 as compared with DSO of 74 as of December 31, 2023. Our DSOs can fluctuate from period to period due to timing of billings, billing
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terms, collections and settlements, timing of project close-outs and retainage collections, changes in project and customer mix and the effect of working capital initiatives, including certain accounts receivable financing arrangements. The decrease in DSO as of June 30, 2024 as compared with December 31, 2023 was due to timing of ordinary course billing and collection activities, as well as the effects of certain accounts receivable financing arrangements. Other than ordinary course matters subject to litigation, we do not anticipate material collection issues related to our outstanding accounts receivable balances, nor do we believe that we have material amounts due from customers experiencing financial difficulties. Based on current information, we expect to collect substantially all of our outstanding accounts receivable balances within the next twelve months.
Investing Activities. Net cash used in investing activities decreased by approximately $117 million to $24 million for the six month period ended June 30, 2024 from $141 million for the same period in 2023. Capital expenditures totaled $57 million, or $26 million, net of asset disposals, for the six month period ended June 30, 2024, as compared with $119 million, or $76 million, net of asset disposals, for the same period in 2023, for a decrease in cash used in investing activities of approximately $51 million, due primarily to timing of equipment purchases. Cash used in investing activities from acquisition activity decreased by $64 million for the six month period ended June 30, 2024 as compared with the same period in 2023.
Financing Activities. Net cash used in financing activities for the six month period ended June 30, 2024 was $579 million, as compared with $12 million for the same period in 2023, for an increase in cash used in financing activities of approximately $567 million. The increase was primarily due to repayments, net of borrowings, of our credit facility and term loans, which increased by $932 million for the six month period ended June 30, 2024 as compared with the same period in 2023, and the repayment of $204 million of our 6.625% Senior Notes in the second quarter of 2024. These repayments were partially offset by $550 million of net proceeds received in the second quarter of 2024 from the issuance of our 5.900% Senior Notes.
Senior Credit Facility
We have a $2.25 billion senior unsecured credit facility (as amended from time to time, the “Credit Facility”), which is composed of $1.9 billion of revolving commitments and a Term Loan with an original principal amount of $350 million, and matures on November 1, 2026. As of June 30, 2024, aggregate outstanding revolving borrowings totaled approximately $0.4 billion and availability for revolving loans totaled $1.5 billion. Borrowings under our Credit Facility are used for working capital requirements, capital expenditures and other corporate purposes, including acquisitions, equity investments or other strategic arrangements, and/or the repurchase or prepayment of indebtedness, among other corporate borrowing requirements, including potential share repurchases.
We are dependent upon borrowings and letters of credit under our Credit Facility to fund our operations. Should we be unable to comply with the terms and conditions of our Credit Facility, we would be required to obtain modifications to the Credit Facility or obtain an alternative source of financing to continue to operate, neither of which may be available to us on commercially reasonable terms, or at all. The Credit Facility is subject to certain provisions and covenants, as more fully described in Note 7 – Debt in the notes to the audited consolidated financial statements included in our 2023 Form 10-K.
4.500% Senior Notes
We have $600 million aggregate principal amount of 4.500% senior unsecured notes due August 15, 2028 (the “4.500% Senior Notes”). The 4.500% Senior Notes are subject to certain provisions and covenants, as more fully described in Note 7 – Debt in the notes to the audited consolidated financial statements included in our 2023 Form 10-K.
5.900% Senior Notes
On June 10, 2024, we completed an offering of $550 million aggregate principal amount of 5.900% senior unsecured notes due June 15, 2029 (the “5.900% Senior Notes”). We used a portion of the proceeds from the 5.900% Senior Notes offering to purchase $204 million in aggregate principal amount of 6.625% IEA Senior Notes tendered at a price equal to 100.0% of the principal amount of the 6.625% IEA Senior Notes. The remaining net proceeds from the 5.900% Senior Notes offering were used, along with available cash, for the repayment of the Company’s $400.0 million Three-Year Term Loan Facility. See Note 6 – Debt in the notes to the consolidated financial statements, which is incorporated by reference.
6.625% Senior Notes
We have $96 million aggregate principal amount of 6.625% senior unsecured notes due August 15, 2029 (the “6.625% Senior Notes”), which are composed of $21 million aggregate principal amount of 6.625% IEA senior notes (the “6.625% IEA Senior Notes”) and $75 million aggregate principal amount of 6.625% MasTec senior notes (the “6.625% MasTec Senior Notes”). In July 2024, IEA LLC exercised its right under the indenture that governs the 6.625% IEA Senior Notes to redeem the remaining $21 million in aggregate principal amount of the 6.625% IEA Senior Notes at a price equal to 95.0% of the principal amount. The remaining 6.625% MasTec Senior Notes are subject to certain provisions and covenants, as more fully described in Note 7 – Debt in the notes to the audited consolidated financial statements included in our 2023 Form 10-K.
Five-Year Term Loan Facility
As of June 30, 2024, we had $292.5 million outstanding of an unsecured five-year term loan (the “Five-Year Term Loan”) that is due October 7, 2027. The Five-Year Term Loan is subject to certain provisions and covenants, as more fully described in Note 7 – Debt in the notes to the audited consolidated financial statements included in our 2023 Form 10-K.
Debt Covenants
We were in compliance with the provisions and covenants contained in our outstanding debt instruments as of June 30, 2024, and we expect to be in compliance with these provisions and covenants for the next twelve months.
Additional Information
For detailed discussion and additional information pertaining to our debt instruments, see Note 7 – Debt in the notes to the audited
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consolidated financial statements included in our 2023 Form 10-K. Also, see Note 6 – Debt in the notes to the consolidated financial statements in this Form 10-Q, which is incorporated by reference, for current period balances, rates of interest and related discussion.
Off-Balance Sheet Arrangements
As is common in our industry, we have entered into certain off-balance sheet arrangements in the ordinary course of business. These off-balance sheet arrangements have not had, and are not reasonably likely to have, a material impact on our financial condition, revenue or expenses, results of operations, liquidity, cash requirements or capital resources in the next twelve months or in the foreseeable future. Refer to Note 12 – Commitments and Contingencies, Note 4 – Fair Value of Financial Instruments and Note 13 – Related Party Transactions in the notes to the consolidated financial statements in this Form 10-Q, which are incorporated by reference, and see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2023 Form 10-K for additional information related to our off-balance sheet arrangements.
Impact of Inflation
Over the past years, inflation, supply chain and labor constraints have had a significant impact on the global economy, including on the construction industry in the United States. We expect elevated market interest rates and continuing levels of cost inflation for the foreseeable future. Elevated levels of labor, material and fuel costs have negatively affected our project margins to the extent that we have been unable to pass such cost increases along to our customers. If current inflationary conditions persist, our profitability could continue to be affected in the future. Market and economic volatility and/or uncertainty can also affect our customers’ investment decisions and subject us to project cancellations, deferrals or unexpected changes in the timing of project work. Additionally, as discussed within “Interest Rate Risk” below, the current inflationary environment has resulted in an increase in market interest rates, which has increased the rates of interest on our variable rate debt and, correspondingly, our interest expense. Increased market interest rates could also have an adverse effect on the capital expenditure budgets of our customers, which could result in reduced or deferred demand for our services.
We closely monitor inflationary factors, including current rates of inflation and any potential effects they may have on our business operations, operating results and/or financial condition. While the impact of these factors cannot be fully eliminated, we proactively work to mitigate their effects; however, inflationary pressures and interest rate increases could adversely affect our business operations in the future. For additional information regarding the effects of inflation on our business, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2023 Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our interest expense is affected by the overall interest rate environment. We manage interest rate risk by maintaining a mix of fixed and variable rate debt obligations. Our variable rate debt subjects us to risk from increases in prevailing interest rates. As of June 30, 2024, our variable rate debt consisted primarily of approximately $360 million of revolving loans outstanding under our Credit Facility with a weighted average interest rate of 6.81%, a $337 million Term Loan under our Credit Facility with a weighted average interest rate of 6.82%, and a $293 million Five-Year Term Loan with a weighted average interest rate of 6.25%. An additional 100 basis point increase in the applicable interest rates under our Credit Facility and Five-Year Term Loan would have increased our interest expense by approximately $6 million for the six month period ended June 30, 2024.
As of June 30, 2024, our fixed rate debt primarily included $600 million aggregate principal amount of 4.500% Senior Notes, $550 million aggregate principal amount of 5.900% Senior Notes, $96 million aggregate principal amount of 6.625% Senior Notes and $291 million of finance lease obligations, which accrued interest at a weighted average interest rate of 4.8%. None of this fixed rate debt subjects us to interest rate risk, but we may be subject to changes in interest rates if and when we refinance this debt at maturity or otherwise.
Foreign Currency Risk
Certain of our consolidated revenue and operating expenses are in foreign currencies. Our foreign operations are primarily in Canada. Revenue generated from foreign operations represented approximately 1% of our total revenue for the six month period ended June 30, 2024. Revenue and expense related to our foreign operations are, for the most part, denominated in the functional currency of the foreign operation, which minimizes the impact that fluctuations in exchange rates would have on net income or loss. We are, however, subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies and for our foreign operations with a functional currency other than the local currency. Such activity was not material to our operations for the six month period ended June 30, 2024. Translation gains or losses, which are recorded in other comprehensive income or loss, result from translation of the assets and liabilities of our foreign subsidiaries into U.S. dollars. For the six month period ended June 30, 2024, foreign currency translation losses, net, totaled approximately $1.4 million and related primarily to our activities in Canada and Mexico.
Our exposure to fluctuations in foreign currency exchange rates could increase in the future if we continue to expand our operations outside of the United States. We seek to manage foreign currency exposure by minimizing our consolidated net asset and liability positions in currencies other than the functional currency, which exposure was not significant to our consolidated financial position as of June 30, 2024. We may enter into foreign currency derivative contracts in the future to manage such exposure.
Other Market Risk
As discussed in Note 4 – Fair Value of Financial Instruments in the notes to the consolidated financial statements, which is incorporated by reference, we have certain investments that may be subject to market risk and could be subject to volatility based on market conditions.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024.
Changes in Internal Control Over Financial Reporting. There have been no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Note 12 – Commitments and Contingencies in the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q, which is incorporated by reference in this Item 1, for a discussion of any recent material developments related to our legal proceedings since the filing of our 2023 Form 10-K.
MasTec has elected to use a $1 million threshold for disclosing proceedings arising under federal, state or local environmental laws, which proceedings involve potential monetary sanctions, and in which a governmental authority is a party. MasTec believes proceedings under this threshold are not material to its business and financial condition.
ITEM 1A. RISK FACTORS
Subject to the potential effects of general economic and market conditions, including levels of inflation, interest rates and other market and geopolitical conditions, including regulatory matters, political unrest and military conflicts, on certain of the risks we normally face in operating our business, including those disclosed in our 2023 Form 10-K, there have been no material changes to either the cautionary statement regarding forward-looking statements or to any of the risk factors disclosed in our 2023 Form 10-K, as updated by our Quarterly Reports on Form 10-Q and other filings we make with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information about repurchases of our common stock during the three month period ended June 30, 2024:
Total Number of Shares Purchased (a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet be Purchased under the Program (b) | |||||||||||||||||||||||
| April 1 through April 30 | 8,023 | $ | 91.41 | — | $ | 77,326,434 | ||||||||||||||||||||
| May 1 through May 31 | 10,695 | $ | 93.03 | — | $ | 77,326,434 | ||||||||||||||||||||
| June 1 through June 30 | 6,573 | $ | 110.39 | — | $ | 77,326,434 | ||||||||||||||||||||
| Total | 25,291 | — | ||||||||||||||||||||||||
(a)Includes 8,023, 10,348 and 6,573 shares reacquired by the Company on the open market pursuant to the Amended ESPPs in April, May and June of 2024, respectively, and 347 shares withheld for income tax purposes in connection with shares issued under compensation and benefit programs in May of 2024.
(b)As of June 30, 2024, the remaining amount available for share repurchases under our March 2020 $150 million share repurchase program, which was publicly announced on March 19, 2020, totaled $77.3 million.
ITEM 4. MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.
ITEM 5. OTHER INFORMATION
During the three month period ended June 30, 2024, except as provided below, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated
| Name | Title | Type of Plan | Action | Date of Action | Duration of Plan | Aggregate Number of Securities Covered Under the Plan | ||||||||||||||||||||||||||||||||||||||
| Rule 10b5-1 | 8/15/2024 | - | Sale of up to | |||||||||||||||||||||||||||||||||||||||||
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ITEM 6. EXHIBITS
The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q.
| Exhibits | Description | |||||||
| 4.1 | Twenty-First Supplemental Indenture, dated as of June 10, 2024, between MasTec, Inc. and U.S. Bank Trust Company, National Association, as trustee, filed as Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on June 10, 2024 and incorporated by reference herein. | |||||||
| 4.2 | Form of 5.900% Senior Note due 2029, incorporated by reference to Exhibit A of Exhibit 4.2 and filed as Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on June 10, 2024. | |||||||
| 10.1+ | MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, filed as Annex A to our Definitive Proxy Statement filed with the SEC on April 4, 2024 and incorporated by reference herein. | |||||||
| 10.2+ | MasTec, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, filed as Annex B to our Definitive Proxy Statement filed with the SEC on April 4, 2024 and incorporated by reference herein. | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 95.1* | ||||||||
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |||||||
| 104 | The cover page of MasTec, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL (included with the Exhibit 101 attachments). | |||||||
______________
* Filed herewith.
** Furnished herewith.
+ Management contract or compensation plan arrangement.
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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, thereunto duly authorized.
| MASTEC, INC. | |||||
Date: August 1, 2024 | |||||
/s/ T. MICHAEL LOVE | |||||
T. Michael Love | |||||
Chief Accounting Officer | |||||
(Principal Accounting Officer) | |||||
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