8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2014

MASTEC, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida

(State or Other Jurisdiction of Incorporation)

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

800 S. Douglas Road, 12^th Floor, Coral Gables, Florida 33134

(Address of Principal Executive Offices) (Zip Code)

(305) 599-1800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

The information contained in Item 7.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.02.

ITEM 7.01 Regulation FD Disclosure.

On May 1, 2014, MasTec, Inc., a Florida corporation (the “Company”), announced its financial results for the quarter ended March 31, 2014. In addition, the Company issued guidance for the quarter ending June 30, 2014, raised its previously issued revenue guidance for the year ending December 31, 2014 and reaffirmed its previously issued earnings and EBITDA guidance for the year ending December 31, 2014, in each case as set forth in the earnings press release. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated May 1, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MASTEC, INC.
Date: May 1, 2014	By:	/s/ Alberto de Cardenas
	Name:	Alberto de Cardenas
	Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated May 1, 2014

EX-99.1

Exhibit 99.1

Contact:
J. Marc Lewis, Vice President-Investor Relations 305-406-1815 305-406-1886 fax marc.lewis@mastec.com	800 S. Douglas Road, 12th Floor Coral Gables, Florida 33134 Tel: 305-599-1800 Fax: 305-406-1960 www.mastec.com

For Immediate Release

MasTec Announces 2014 First Quarter Results, Raises Full-year

Revenue Projection and Reaffirms Earnings and EBITDA Guidance

• Quarterly Revenue up 5% to $964 Million

• Quarterly Continuing Operations Adjusted Diluted EPS of $0.21 per share

• Quarterly Continuing Operations Adjusted EBITDA of $75 Million

• Quarter-end Backlog at $4.2 Billion, up 22% over last year

Coral Gables, FL (May 1, 2014) — MasTec, Inc. (NYSE: MTZ) today announced 2014 first quarter financial results.

Despite the impact of severe winter weather disruptions, 2014 first quarter revenue increased 5% to $964 million from $919 million in the prior year quarter. The quarterly revenue increase was primarily driven by a 19% increase in the Oil and Gas segment and a 5% increase in Communications, reflecting a 27% increase in wireless projects. Net income from continuing operations was $16.2 million, or $0.19 per diluted share, compared to $19.3 million, or $0.23 per diluted share for the first quarter of 2013.

First quarter 2014 adjusted net income from continuing operations, a non-GAAP measure, was $18.2 million compared to $24.2 million in 2013. First quarter 2014 continuing operations adjusted diluted earnings per share, a non-GAAP measure, was $0.21 compared to $0.29 in 2013. First quarter continuing operations adjusted EBITDA, also a non-GAAP measure, was $75 million compared $81 million in 2013.

Adjusted net income from continuing operations, continuing operations adjusted diluted earnings per share and continuing operations adjusted EBITDA, non-GAAP measures exclude the impact of discontinued operations, loss on extinguishment of debt from the 2013 refinancing of our senior notes due 2017 and non-cash stock based compensation expense. Reconciliations of these and other non-GAAP measures to GAAP-reported measures are attached.

Jose R. Mas, MasTec’s Chief Executive Officer, commented, “Despite a slow start to the year due to wide spread and severe winter weather disruptions, we continue to see excellent long-term momentum in the markets that we serve. We expect another record year in 2014 and continue to be excited about growth opportunities in 2015 and beyond.”

George Pita, MasTec’s Executive Vice President and CFO, added, “First quarter results were in line with our expectations despite the adverse weather conditions that impacted much of the U.S. This decreased work productivity and delayed the billings and collections process negatively impacting financial performance and cash flow on a year-over-year basis. As these factors normalize, we expect improved performance in the second quarter, as well as strong financial performance in the second half of 2014.”

Today, the Company is raising full year 2014 revenue and reaffirming earnings and EBITDA guidance and adding guidance for the second quarter. The Company currently estimates 2014 revenue of approximately $4.7 to $4.8 billion. 2014 continuing operations adjusted EBITDA, a non-GAAP measure, is estimated at $520 to $525 million, with continuing operations adjusted diluted earnings per share at $2.27 to $2.30.

For the second quarter of 2014, the Company expects revenue of approximately $1.15 to $1.20 billion. Second quarter 2014 continuing operations adjusted EBITDA, a non-GAAP measure, is estimated at $124 million with continuing operations adjusted diluted earnings per share, a non-GAAP measure, estimated at $0.53.

Estimated 2014 non-GAAP measures are calculated on a basis consistent with historical non-GAAP measures. Reconciliations of these and other non-GAAP measures to GAAP-reported measures are attached.

Management will hold a conference call to discuss these results on Friday, May 2, 2014 at 9:00 a.m. Eastern time. The call-in number for the conference call is (913) 312-0664 and the replay number is (719) 457-0820, with a pass code of 7523811. The replay will be available for 30 days. Additionally, the call will be broadcast live over the Internet and can be accessed and replayed through the Investors section of the Company’s website at www.mastec.com.

Summary financial statements for the quarters are as follows:

Condensed Unaudited Consolidated Statements of Operations

(In thousands, except per share amounts)

	For the Three Months Ended March 31,
	2014			2013
Revenue	$	964,029		$	918,648
Costs of revenue, excluding depreciation and amortization		841,054			791,499
Depreciation and amortization		33,494			31,753
General and administrative expenses		53,327			48,885
Interest expense, net		12,003			10,045
Loss on extinguishment of debt		—			5,624
Other income, net		(1,955	)		(826	)
Income from continuing operations before income taxes	$	26,106		$	31,668
Provision for income taxes		(9,916	)		(12,348	)
Net income from continuing operations	$	16,190		$	19,320
Discontinued operations:
Net loss from discontinued operations	$	(122	)	$	(947	)
Net income	$	16,068		$	18,373
Net income attributable to non-controlling interests		45			3
Net income attributable to MasTec, Inc.	$	16,023		$	18,370
Earnings per share:
Basic earnings (loss) per share:
Continuing operations	$	0.21		$	0.25
Discontinued operations		(0.00	)		(0.01	)
Total basic earnings per share	$	0.21		$	0.24
Basic weighted average common shares outstanding		77,345			76,608
Diluted earnings (loss) per share:
Continuing operations	$	0.19		$	0.23
Discontinued operations		(0.00	)		(0.01	)
Total diluted earnings per share	$	0.19		$	0.22
Diluted weighted average common shares outstanding		86,622			84,094

Condensed Unaudited Consolidated Balance Sheets

(In thousands)

	March 31, 2014		December 31, 2013
Assets
Current assets, including discontinued operations	$	1,357,936	$	1,306,223
Property and equipment, net		509,585		488,132
Goodwill and other intangibles, net		1,084,447		1,066,060
Long-term assets, including discontinued operations		61,439		60,552
Total assets	$	3,013,407	$	2,920,967
Liabilities and Equity
Current liabilities, including discontinued operations	$	820,389	$	826,746
Acquisition-related contingent consideration, net of current portion		119,756		112,370
Long-term debt		841,335		765,425
Long-term deferred tax liabilities, net		154,151		155,012
Other liabilities		40,929		40,357
Equity		1,036,847		1,021,057
Total liabilities and equity	$	3,013,407	$	2,920,967

Condensed Unaudited Consolidated Statements of Cash Flows

(In thousands)

	For the Three Months Ended March 31,
	2014			2013
Net cash (used in) provided by operating activities	$	(20,394	)	$	26,130
Net cash used in investing activities		(57,110	)		(27,093	)
Net cash provided by financing activities		64,314			84,365
Net (decrease) increase in cash and cash equivalents		(13,190	)		83,402
Net effect of currency translation on cash		(476	)		(60	)
Cash and cash equivalents – beginning of period		22,927			26,767
Cash and cash equivalents – end of period		9,261			110,109
Cash and cash equivalents of discontinued operations		—			862
Cash and cash equivalents of continuing operations	$	9,261		$	109,247

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures – Unaudited

(In millions, except for percentages and per share amounts)

	For the Three Months Ended March 31,
Segment Information	2014			2013
Revenue by Reportable Segment
Communications	$	447.1		$	424.9
Oil and Gas		379.8			318.8
Electrical Transmission		80.1			84.6
Power Generation and Industrial		54.2			88.9
Other		2.8			2.3
Eliminations		0.0			(0.9	)
Consolidated revenue	$	964.0		$	918.6
	For the Three Months Ended March 31,
EBITDA by Reportable Segment – Continuing Operations	2014			2013
Communications	$	43.4		$	46.4
Oil and Gas		34.9			42.4
Electrical Transmission		3.5			3.4
Power Generation and Industrial		0.5			(0.2	)
Other		0.2			0.1
Corporate		(10.9	)		(18.6	)
EBITDA – continuing operations	$	71.6		$	73.5
Non-cash stock-based compensation expense		3.3			2.4
Loss on debt extinguishment		—			5.6
Adjusted EBITDA – continuing operations	$	74.9		$	81.4
	For the Three Months Ended March 31,
EBITDA Margin by Reportable Segment – Continuing Operations	2014			2013
Communications		9.7	%		10.9	%
Oil and Gas		9.2	%		13.3	%
Electrical Transmission		4.4	%		4.0	%
Power Generation and Industrial		0.9	%		(0.3	)%
Other		5.8	%		3.8	%
Eliminations		—			—
Corporate		NA			NA
EBITDA margin – continuing operations		7.4	%		8.0	%
Non-cash stock-based compensation expense		0.3	%		0.3	%
Loss on debt extinguishment		—			0.6	%
Adjusted EBITDA margin – continuing operations		7.8	%		8.9	%

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures – Unaudited

(In millions, except for percentages and per share amounts)

	For the Three Months Ended March 31, 2014					For the Three Months Ended March 31, 2013
	Total		Percent of Revenue			Total		Percent of Revenue
EBITDA and Adjusted EBITDA Reconciliation – Continuing Operations
Net income from continuing operations	$	16.2		1.7	%	$	19.3		2.1	%
Interest expense, net		12.0		1.2	%		10.0		1.1	%
Provision for income taxes		9.9		1.0	%		12.3		1.3	%
Depreciation and amortization		33.5		3.5	%		31.8		3.5	%
EBITDA – continuing operations	$	71.6		7.4	%	$	73.5		8.0	%
Non-cash stock-based compensation expense		3.3		0.3	%		2.4		0.3	%
Loss on debt extinguishment		—		—			5.6		0.6	%
Adjusted EBITDA – continuing operations	$	74.9		7.8	%	$	81.4		8.9	%

	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2014			2013
Adjusted Net Income Reconciliation
Net income from continuing operations	$	16.2		$	19.3
Non-cash stock-based compensation expense, net of tax		2.0			1.4
Loss on debt extinguishment, net of tax		—			3.4
Adjusted net income from continuing operations	$	18.2		$	24.2
Loss from discontinued operations, net of tax		(0.1	)		(0.9	)
Adjusted net income	$	18.1		$	23.2
	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2014			2013
Adjusted Diluted EPS Reconciliation
Diluted earnings per share – continuing operations	$	0.19		$	0.23
Non-cash stock-based compensation expense, net of tax		0.02			0.02
Loss on debt extinguishment, net of tax		—			0.04
Adjusted diluted earnings per share – continuing operations	$	0.21		$	0.29
Diluted loss per share – discontinued operations		(0.00	)		(0.01	)
Adjusted diluted earnings per share	$	0.21		$	0.28

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures – Unaudited

(In millions, except for percentages and per share amounts)

	Guidance for the Three Months Ended June 30,		For the Three Months Ended June 30,
	2014 Est.		2013
EBITDA and Adjusted EBITDA Reconciliation – Continuing Operations
Net income from continuing operations	$	43	$	35.5
Interest expense, net		13		11.8
Provision for income taxes		27		21.8
Depreciation and amortization		37		33.6
EBITDA – continuing operations	$	120	$	102.7
Non-cash stock-based compensation expense		4		4.3
Sintel legal settlement		—		2.8
Adjusted EBITDA – continuing operations	$	124	$	109.8
EBITDA and Adjusted EBITDA Margin Reconciliation – Continuing Operations
Net income from continuing operations		3.6% – 3.8%		3.6%
Interest expense, net		1.1%		1.2%
Provision for income taxes		2.2% – 2.3%		2.3%
Depreciation and amortization		3.1% – 3.2%		3.4%
EBITDA margin – continuing operations		10.0% – 10.4%		10.5%
Non-cash stock-based compensation expense		0.3% – 0.4%		0.4%
Sintel legal settlement		—		0.3%
Adjusted EBITDA margin – continuing operations		10.3% – 10.8%		11.2%
	Guidance for the Three Months Ended June 30,		For the Three Months Ended June 30,
	2014 Est.		2013
Adjusted Net Income from Continuing Operations and Adjusted Diluted EPS – Continuing Operations Reconciliation
Adjusted Net Income from Continuing Operations Reconciliation
Net income from continuing operations	$	43	$	35.5
Non-cash stock-based compensation expense, net of tax		3		2.6
Sintel legal settlement, net of tax		—		1.7
Adjusted net income from continuing operations	$	46	$	39.9
	Guidance for the Three Months Ended June 30,		For the Three Months Ended June 30,
	2014 Est.		2013
Adjusted Diluted EPS Reconciliation – Continuing Operations
Diluted earnings per share – continuing operations	$	0.50	$	0.42
Non-cash stock-based compensation expense, net of tax		0.03		0.03
Sintel legal settlement, net of tax		—		0.02
Adjusted diluted earnings per share – continuing operations	$	0.53	$	0.47

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures – Unaudited

(In millions, except for percentages and per share amounts)

	Guidance for the Year Ended December 31,		For the Year Ended December 31,		For the Year Ended December 31,
	2014 Est.		2013		2012
EBITDA and Adjusted EBITDA Reconciliation –  Continuing Operations
Net income from continuing operations	$	188 – 191	$	147.7	$	116.6
Interest expense, net		47		46.4		37.4
Provision for income taxes		115 – 117		92.5		76.1
Depreciation and amortization		154		140.9		92.0
EBITDA – continuing operations	$	504 – 509	$	427.6	$	322.1
Non-cash stock-based compensation expense		16		12.9		4.4
Loss on debt extinguishment		—		5.6		—
Sintel legal settlement		—		2.8		9.6
Adjusted EBITDA – continuing operations	$	520 – 525	$	448.9	$	336.1
EBITDA and Adjusted EBITDA Margin Reconciliation – Continuing Operations
Net income from continuing operations		4.0%		3.4%		3.1%
Interest expense, net		1.0%		1.1%		1.0%
Provision for income taxes		2.4% – 2.5%		2.1%		2.0%
Depreciation and amortization		3.2% – 3.3%		3.3%		2.5%
EBITDA margin – continuing operations		10.6% – 10.7%		9.9%		8.6%
Non-cash stock-based compensation expense		0.3%		0.3%		0.1%
Loss on debt extinguishment		—		0.1%		—
Sintel legal settlement		—		0.1%		0.3%
Adjusted EBITDA margin – continuing operations		10.9% – 11.1%		10.4%		9.0%
	Guidance for the Year Ended December 31,		For the Year Ended December 31,		For the Year Ended December 31,
	2014 Est.		2013		2012
Adjusted Net Income from Continuing Operations and Adjusted Diluted EPS –  Continuing Operations Reconciliations
Adjusted Net Income from Continuing Operations Reconciliation
Net income from continuing operations	$	188 – 191	$	147.7	$	116.6
Non-cash stock-based compensation expense, net of tax		10		8.0		2.7
Loss on debt extinguishment, net of tax		—		3.5		—
Sintel legal settlement, net of tax		—		1.7		5.8
Adjusted net income from continuing operations	$	198 – 201	$	160.8	$	125.1
	Guidance for the Year Ended December 31,		For the Year Ended December 31,		For the Year Ended December 31,
	2014 Est.		2013		2012
Adjusted Diluted EPS Reconciliation – Continuing Operations
Diluted earnings per share – continuing operations	$	2.16 – 2.19	$	1.74	$	1.42
Non-cash stock-based compensation expense, net of tax		0.11		0.09		0.03
Loss on debt extinguishment, net of tax		—		0.04		—
Sintel legal settlement, net of tax		—		0.02		0.07
Adjusted diluted earnings per share – continuing operations	$	2.27 – 2.30	$	1.90	$	1.53

Tables may contain differences due to rounding.

MasTec, Inc. 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 energy, utility and communications infrastructure, such as: electrical utility transmission and distribution; natural gas and petroleum pipeline infrastructure; wireless, wireline and satellite communications; power generation, including renewable energy infrastructure; and industrial infrastructure. MasTec’s customers are primarily in these industries. The Company’s corporate website is located at www.mastec.com. The Company’s website should be considered as a recognized channel of distribution, and the Company may periodically post important, or supplemental, information regarding contracts, awards or other related news on the Presentations/Webcasts page in the Investors section therein. Jose Mas, CEO of MasTec, has led the Company since April of 2007.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including the effect of economic downturns on demand for our services, reduced capital expenditures by our customers, reduced financing availability, customer consolidation and technological and regulatory changes in the industries we serve; market conditions, technological developments and regulatory changes that affect us or our customers’ industries; trends in electricity, oil, natural gas and other energy source prices; our ability to accurately estimate the costs associated with our fixed price and other contracts, including any material changes in estimates for completion of projects, and performance on such projects; customer disputes related to our performance of services; disputes with, or failures of, our subcontractors to deliver agreed-upon supplies or services in a timely fashion; any material changes in estimates for legal costs or case settlements or adverse determinations on any claim, lawsuit or proceeding; our ability to replace non-recurring projects with new projects; the timing and extent of fluctuations in geographic, weather, equipment and operational factors affecting the industries in which we operate; our ability to attract and retain qualified personnel, key management and skilled employees, including from acquired businesses, and our ability to enforce any noncompetition agreements, integrate acquired businesses within expected timeframes and achieve the revenue, cost savings and earnings levels from such acquisitions at or above the levels projected; any exposure related to divested businesses; any exposure resulting from system or information technology interruptions or data security breaches; the impact of U.S. federal, local or state tax legislation and other regulations affecting renewable energy, electricity prices, electrical transmission, oil and gas production, broadband and related projects and expenditures; the effect of state and federal regulatory initiatives, including costs of compliance with existing and future environmental requirements; increases in fuel, maintenance, materials, labor and other costs; fluctuations in foreign currencies; risks associated with operating in international markets, which could restrict our ability to expand globally and harm our business and prospects or any failure to comply with laws applicable to our foreign activities; the highly competitive nature of our industry; our dependence on a limited number of customers; the ability of our customers, including our largest customers, to terminate or reduce the amount of work, or in some cases, the prices paid for services on short or no notice under our contracts; the impact of any unionized workforce on our operations, including labor availability and relations; liabilities associated with multi-employer pension plans, including underfunding and withdrawal liabilities, for our operations that employ unionized workers; the adequacy of our insurance, legal and other reserves and allowances for doubtful accounts; restrictions imposed by our credit facility, senior notes, convertible notes and any future loans or securities; our ability to obtain performance and surety bonds; the outcome of our plans for future operations, growth and services, including business development efforts, backlog, acquisitions and dispositions; any dilution or stock price volatility that shareholders may experience in connection with shares we may issue as consideration for earn-out obligations or as purchase consideration in connection with past or future acquisitions, or as a result of conversions of convertible notes or other stock issuances; our ability to settle conversions of our convertible notes in cash due to contractual restrictions, including those contained in our credit facility, and the availability of cash; as well as other risks detailed in our filings with the Securities and Exchange Commission. Actual results may differ significantly from results expressed or implied in these statements. We do not undertake any obligation to update forward-looking statements.