Florida
|
65-0829355
|
(State or Other jurisdiction of
|
(I.R.S. Employer
|
Incorporation or Organization)
|
Identification No.)
|
|
|
800 S. Douglas Road, 12th Floor,
|
|
Coral Gables, FL
|
33134
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.10 Par Value
|
New York Stock Exchange
|
|
Page
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
||
•
|
our future growth and profitability;
|
•
|
our competitive strengths; and
|
•
|
our business strategy and the trends we anticipate in the industries and economies in which we operate.
|
•
|
activity in the oil and gas, utility and power generation industries and the impact on our customers’ expenditure levels caused by fluctuations in prices of oil, natural gas, electricity and other energy sources;
|
•
|
market conditions, technological developments and regulatory changes that affect us or our customers’ industries;
|
•
|
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;
|
•
|
our ability to manage projects effectively and in accordance with our estimates;
|
•
|
the effect on demand for our services of changes in the amount of capital expenditures by our customers due to, among other things, economic conditions, commodity price fluctuations, the availability and cost of financing, and customer consolidation in the industries we serve;
|
•
|
the highly competitive nature of our industry;
|
•
|
risks related to our recent or potential acquisitions;
|
•
|
risks related to our strategic arrangements, including our equity method investments and proportionately consolidated non-controlled Canadian joint venture;
|
•
|
risks associated with operating in or expanding into additional international markets;
|
•
|
risks from fluctuations in foreign currencies;
|
•
|
the timing and extent of fluctuations in geographic, weather and operational factors affecting our customers, projects and the industries in which we operate;
|
•
|
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;
|
•
|
our dependence on a limited number of customers, as well as any impact of consolidation of those customers;
|
•
|
customer disputes related to our performance of services;
|
•
|
any material changes in estimates for legal costs or case settlements or adverse determinations on any claim, lawsuit or proceeding;
|
•
|
disputes with, or failures of, our subcontractors to deliver agreed-upon supplies or services in a timely fashion;
|
•
|
our ability to replace non-recurring projects with new projects;
|
•
|
the adequacy of our insurance, legal and other reserves and allowances for doubtful accounts;
|
•
|
risks from failure to comply with laws applicable to our foreign activities;
|
•
|
the outcome of our plans for future operations, growth and services, including business development efforts, backlog, acquisitions and dispositions;
|
•
|
our ability to maintain a workforce based upon current and anticipated workloads;
|
•
|
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;
|
•
|
our ability to identify suitable acquisition or strategic investment opportunities, to integrate acquired businesses within expected timeframes and to achieve the revenue, cost savings and earnings levels from such acquisitions at or above the levels projected; including the risk of potential asset impairment charges, including write-downs of goodwill;
|
•
|
any exposure resulting from system or information technology interruptions or data security breaches;
|
•
|
risks related to the restatement of certain of our fiscal year 2014 interim financial statements, including from ongoing or possible regulatory action, private party litigation, including, without limitation, the civil investigation commenced by the Securities and Exchange Commission (the “SEC”) related to this matter;
|
•
|
the impact of U.S. federal, local, state, foreign or tax legislation and other regulations affecting renewable energy, electricity prices, electrical transmission, oil and gas production, wireless, wireline/fiber and related projects and expenditures;
|
•
|
the effect of state and federal regulatory initiatives, including costs of compliance with existing and future safety and environmental requirements;
|
•
|
fluctuations in fuel, maintenance, materials, labor and other costs;
|
•
|
the impact of being required to pay our subcontractors even if our customers do not pay us;
|
•
|
risks associated with potential environmental issues and other hazards from our operations;
|
•
|
the impact of any unionized workforce on our operations, including labor availability, productivity and relations;
|
•
|
liabilities associated with multiemployer pension plans for our operations that employ unionized workers, including underfunding and withdrawal liabilities;
|
•
|
restrictions imposed by our credit facility, senior notes and any future loans or securities;
|
•
|
our ability to obtain performance and surety bonds;
|
•
|
a small number of our existing shareholders have the ability to influence major corporate decisions;
|
•
|
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 other stock issuances; and
|
•
|
other factors referenced in this Annual Report, including, without limitation, under Item 1. “Business,” Item 1A. “Risk Factors,” Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other factors detailed from time to time in the reports and other filings we make with the SEC.
|
ITEM 1.
|
BUSINESS
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
Reportable Segment:
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Communications
|
$
|
1,973.2
|
|
|
47
|
%
|
|
$
|
2,041.0
|
|
|
44
|
%
|
|
$
|
1,962.6
|
|
|
45
|
%
|
Oil and Gas
|
1,495.1
|
|
|
36
|
%
|
|
1,731.4
|
|
|
38
|
%
|
|
1,628.8
|
|
|
38
|
%
|
|||
Electrical Transmission
|
341.5
|
|
|
8
|
%
|
|
471.9
|
|
|
10
|
%
|
|
428.8
|
|
|
10
|
%
|
|||
Power Generation and Industrial
|
381.6
|
|
|
9
|
%
|
|
357.0
|
|
|
8
|
%
|
|
294.3
|
|
|
7
|
%
|
|||
Other
|
24.1
|
|
|
—
|
%
|
|
14.7
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
|||
Eliminations
|
(7.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|||
Consolidated revenue
|
$
|
4,208.3
|
|
|
100
|
%
|
|
$
|
4,611.8
|
|
|
100
|
%
|
|
$
|
4,324.8
|
|
|
100
|
%
|
Reportable Segment
(in millions)
:
|
December 31, 2015
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||
Communications
|
$
|
3,138
|
|
|
$
|
3,082
|
|
|
$
|
2,965
|
|
Oil and Gas
|
2,006
|
|
|
933
|
|
|
756
|
|
|||
Electrical Transmission
|
252
|
|
|
265
|
|
|
296
|
|
|||
Power Generation and Industrial
|
265
|
|
|
269
|
|
|
298
|
|
|||
Other
|
13
|
|
|
13
|
|
|
31
|
|
|||
Estimated 18-month backlog
|
$
|
5,674
|
|
|
$
|
4,562
|
|
|
$
|
4,346
|
|
•
|
regulations related to vehicle registrations, including those of the states and the U.S. Department of Transportation (“DOT”);
|
•
|
regulations related to worker safety and health, including those established by the Occupational Safety and Health Administration (“OSHA”) and state equivalents;
|
•
|
contractor licensing requirements;
|
•
|
permitting and inspection requirements; and
|
•
|
building and electrical codes.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
world-wide levels of supply and demand for, and prices of, oil and natural gas generally, and demand for natural gas in the United States in particular;
|
•
|
oil and gas quality and field location, both of which affect price and producer economics;
|
•
|
governmental regulations, including policies regarding the exploration, production, development and transportation of oil and natural gas, as well as environmental laws and initiatives to control global warming;
|
•
|
global weather conditions and natural disasters;
|
•
|
worldwide political, military and economic conditions; the level of oil production by non-Organization of the Petroleum Exporting Countries (“OPEC”) suppliers and available excess production capacity within OPEC;
|
•
|
oil refining capacity, refiner blending shifts and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
|
•
|
the cost of producing and delivering oil and gas; and
|
•
|
the ability to profitably manage acquired businesses or successfully integrate the acquired business’ operations, financial reporting and accounting control systems into our business;
|
•
|
the expense of integrating acquired businesses including, for example, our recent acquisition of WesTower Communications Inc. (“WesTower”), which resulted in acquisition integration costs in 2014 and 2015;
|
•
|
increased indebtedness and contingent earn-out obligations;
|
•
|
the ability to fund cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties;
|
•
|
the availability of funding sufficient to meet increased capital needs;
|
•
|
diversion of management’s attention; and
|
•
|
the ability to retain or hire qualified personnel required for expanded operations.
|
•
|
buying back shares in excess of specified amounts;
|
•
|
making investments and acquisitions in excess of specified amounts;
|
•
|
incurring additional indebtedness in excess of specified amounts;
|
•
|
paying cash dividends;
|
•
|
creating certain liens against our assets;
|
•
|
prepaying subordinated indebtedness;
|
•
|
engaging in certain mergers or combinations;
|
•
|
failing to satisfy certain financial tests; and
|
•
|
engaging in transactions that would result in a “change of control” (as defined in the credit facility and the indenture governing our senior notes).
|
•
|
making it more difficult for us to meet our payment and other obligations;
|
•
|
our failure to comply with the financial and other restrictive covenants contained in our debt agreements, which could trigger events of default that result in all of our debt becoming immediately due and payable;
|
•
|
reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions or strategic investments and other general corporate requirements, and limiting our ability to obtain additional financing for these purposes;
|
•
|
subjecting us to increased interest expense related to our indebtedness with variable interest rates, including borrowings under our credit facility;
|
•
|
limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to changes in our business, the industry in which we operate and the general economy;
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged; and
|
•
|
preventing us from paying dividends.
|
•
|
announcements of fluctuations in our operating results or the operating results of one of our competitors;
|
•
|
market conditions in our customers' industries;
|
•
|
capital spending plans of our significant customers;
|
•
|
global and domestic energy prices;
|
•
|
announcements by us or one of our competitors of new or terminated customers or new, amended or terminated contracts;
|
•
|
announcements of acquisitions by us or one of our competitors;
|
•
|
changes in recommendations or earnings estimates by securities analysts;
|
•
|
future repurchases of our common stock; and
|
•
|
future sales of our common stock or other securities, including any shares issued in connection with business acquisitions or earn-out obligations for any past or future acquisitions.
|
•
|
the vote of most matters submitted to our shareholders, including any merger, consolidation or sale of all or substantially all of our assets;
|
•
|
the nomination of individuals to our Board of Directors; and
|
•
|
a change in our control.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
For the Years Ended December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
22.79
|
|
|
$
|
16.00
|
|
|
$
|
44.03
|
|
|
$
|
32.27
|
|
Second Quarter
|
$
|
21.52
|
|
|
$
|
15.34
|
|
|
$
|
44.80
|
|
|
$
|
27.96
|
|
Third Quarter
|
$
|
20.91
|
|
|
$
|
14.48
|
|
|
$
|
32.10
|
|
|
$
|
26.38
|
|
Fourth Quarter
|
$
|
21.10
|
|
|
$
|
15.42
|
|
|
$
|
30.70
|
|
|
$
|
18.14
|
|
|
|
Total Number of Shares Purchased
|
|
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
|
|
||||||
October 1 through October 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
November 1 through November 30
|
|
1,085
|
|
(a)
|
$
|
16.81
|
|
|
—
|
|
|
$
|
—
|
|
|
December 1 through December 31
|
|
40,986
|
|
(a)
|
$
|
17.51
|
|
|
—
|
|
|
$
|
—
|
|
|
Total
|
|
42,071
|
|
|
|
|
—
|
|
|
|
|
(a)
|
Reflects shares of common stock withheld for income tax purposes in connection with shares issued to certain employees and directors under compensation and benefit programs.
|
As of December 31,
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
MasTec, Inc.
|
$
|
100.00
|
|
|
$
|
119.05
|
|
|
$
|
170.87
|
|
|
$
|
224.26
|
|
|
$
|
154.97
|
|
|
$
|
119.12
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
102.11
|
|
|
$
|
118.45
|
|
|
$
|
156.82
|
|
|
$
|
178.29
|
|
|
$
|
180.75
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
96.16
|
|
|
$
|
109.8
|
|
|
$
|
144.62
|
|
|
$
|
119.54
|
|
|
$
|
109.07
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2015
(a)
|
|
2014
(b)
|
|
2013
(c)
|
|
2012
(d)
|
|
2011
(e)
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
$
|
4,208.3
|
|
|
$
|
4,611.8
|
|
|
$
|
4,324.8
|
|
|
$
|
3,726.8
|
|
|
$
|
2,831.3
|
|
Costs of revenue, excluding depreciation and amortization
|
$
|
3,721.3
|
|
|
$
|
3,978.0
|
|
|
$
|
3,682.4
|
|
|
$
|
3,239.2
|
|
|
$
|
2,459.7
|
|
Net (loss) income from continuing operations
|
$
|
(79.7
|
)
|
|
$
|
122.0
|
|
|
$
|
147.7
|
|
|
$
|
116.6
|
|
|
$
|
97.5
|
|
Net (loss) income attributable to MasTec, Inc.
|
$
|
(79.1
|
)
|
|
$
|
115.9
|
|
|
$
|
140.9
|
|
|
$
|
107.4
|
|
|
$
|
106.0
|
|
(Loss) earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.98
|
)
|
|
$
|
1.53
|
|
|
$
|
1.92
|
|
|
$
|
1.49
|
|
|
$
|
1.19
|
|
Diluted
|
$
|
(0.98
|
)
|
|
$
|
1.42
|
|
|
$
|
1.74
|
|
|
$
|
1.42
|
|
|
$
|
1.13
|
|
(a)
|
In 2015: (i)
$78.6 million
of goodwill and intangible asset impairment; (ii)
$17.8 million
of integration costs from our acquisition of WesTower Communications Inc. (“WesTower”); (iii)
$17.4 million
of Audit Committee independent investigation related costs; (iv)
$21.4 million
of losses on a Canadian wind project; (v)
$16.3 million
of project losses on a non-controlled proportionately consolidated Canadian joint venture; and (vi) a
$12.2 million
charge relating to a court mandated mediation settlement.
|
(e)
|
In 2011: (i) a $29.0 million gain on remeasurement of our equity investment in EC Source Services LLC (“EC Source”); and (ii) a $6.4 million multiemployer pension plan withdrawal charge.
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
380.1
|
|
|
$
|
550.9
|
|
|
$
|
477.8
|
|
|
$
|
335.5
|
|
|
$
|
236.3
|
|
Property and equipment, net
|
$
|
558.7
|
|
|
$
|
623.1
|
|
|
$
|
488.1
|
|
|
$
|
348.9
|
|
|
$
|
263.0
|
|
Total assets
|
$
|
2,940.2
|
|
|
$
|
3,564.0
|
|
|
$
|
2,923.2
|
|
|
$
|
2,416.3
|
|
|
$
|
2,094.7
|
|
Total debt
|
$
|
1,023.1
|
|
|
$
|
1,134.8
|
|
|
$
|
816.8
|
|
|
$
|
598.9
|
|
|
$
|
494.7
|
|
Total equity
|
$
|
943.4
|
|
|
$
|
1,148.1
|
|
|
$
|
1,021.1
|
|
|
$
|
861.9
|
|
|
$
|
811.2
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
revenue and profitability on an overall basis, by reportable segment and for selected projects;
|
•
|
revenue by customer and by contract type;
|
•
|
costs of revenue, excluding depreciation and amortization; general and administrative expenses; depreciation and amortization; other expenses or income; interest expense, net; and provision for income taxes;
|
•
|
earnings from continuing operations before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA, which we define as EBITDA excluding: (i) non-cash stock-based compensation expense; (ii) goodwill and intangible asset impairment; (iii) acquisition integration costs; (iv) Audit Committee investigation related costs; (v) losses on a proportionately consolidated non-controlled Canadian joint venture, (vi) court-mandated mediation and other legal settlement charges; (vii) gains or losses on equity investee interest rate swaps, and (viii) losses on debt extinguishment. See discussion of non-U.S. GAAP financial measures following the “Comparison of Fiscal Year Results” below;
|
•
|
days sales outstanding, net of billings in excess of costs and earnings; and days payable outstanding;
|
•
|
interest and debt service coverage ratios; and
|
•
|
liquidity and cash flows.
|
|
Communications
|
|
Oil and Gas
|
|
Electrical Transmission
|
|
Power Generation
and
Industrial
|
|
Total
|
||||||||||
Goodwill
(in millions)
|
$
|
414.9
|
|
|
$
|
306.1
|
|
|
$
|
149.9
|
|
|
$
|
117.6
|
|
|
$
|
988.5
|
|
Percentage of total
|
41.9
|
%
|
|
31.0
|
%
|
|
15.2
|
%
|
|
11.9
|
%
|
|
100.0
|
%
|
|||||
Indefinite-lived intangible assets
(in millions)
|
$
|
0.4
|
|
|
$
|
42.0
|
|
|
$
|
31.3
|
|
|
$
|
34.5
|
|
|
$
|
108.2
|
|
Percentage of total
|
0.4
|
%
|
|
38.8
|
%
|
|
28.9
|
%
|
|
31.9
|
%
|
|
100.0
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Revenue
|
$
|
4,208.3
|
|
|
100.0
|
%
|
|
$
|
4,611.8
|
|
|
100.0
|
%
|
|
$
|
4,324.8
|
|
|
100.0
|
%
|
Costs of revenue, excluding depreciation and amortization
|
3,721.3
|
|
|
88.4
|
%
|
|
3,978.0
|
|
|
86.3
|
%
|
|
3,682.4
|
|
|
85.1
|
%
|
|||
Depreciation and amortization
|
169.7
|
|
|
4.0
|
%
|
|
154.5
|
|
|
3.3
|
%
|
|
140.9
|
|
|
3.3
|
%
|
|||
Goodwill and intangible asset impairment
|
78.6
|
|
|
1.9
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
General and administrative expenses
|
265.9
|
|
|
6.3
|
%
|
|
238.3
|
|
|
5.2
|
%
|
|
215.4
|
|
|
5.0
|
%
|
|||
Interest expense, net
|
48.1
|
|
|
1.1
|
%
|
|
50.8
|
|
|
1.1
|
%
|
|
46.4
|
|
|
1.1
|
%
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
0.1
|
%
|
|||
Other income, net
|
(7.5
|
)
|
|
(0.1
|
)%
|
|
(8.2
|
)
|
|
(0.2
|
)%
|
|
(6.1
|
)
|
|
(0.1
|
)%
|
|||
(Loss) income from continuing operations before income taxes
|
$
|
(67.7
|
)
|
|
(1.6
|
)%
|
|
$
|
198.4
|
|
|
4.3
|
%
|
|
$
|
240.2
|
|
|
5.6
|
%
|
Provision for income taxes
|
(12.0
|
)
|
|
(0.3
|
)%
|
|
(76.4
|
)
|
|
(1.7
|
)%
|
|
(92.5
|
)
|
|
(2.1
|
)%
|
|||
Net (loss) income from continuing operations
|
$
|
(79.7
|
)
|
|
(1.9
|
)%
|
|
$
|
122.0
|
|
|
2.6
|
%
|
|
$
|
147.7
|
|
|
3.4
|
%
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
(0.1
|
)%
|
|
(6.5
|
)
|
|
(0.1
|
)%
|
|||
Net (loss) income
|
$
|
(79.7
|
)
|
|
(1.9
|
)%
|
|
$
|
115.5
|
|
|
2.5
|
%
|
|
$
|
141.2
|
|
|
3.3
|
%
|
Net (loss) income attributable to non-controlling interests
|
(0.6
|
)
|
|
(0.0
|
)%
|
|
(0.4
|
)
|
|
(0.0
|
)%
|
|
0.3
|
|
|
0.0
|
%
|
|||
Net (loss) income attributable to MasTec, Inc.
|
$
|
(79.1
|
)
|
|
(1.9
|
)%
|
|
$
|
115.9
|
|
|
2.5
|
%
|
|
$
|
140.9
|
|
|
3.3
|
%
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
EBITDA and EBITDA Margin
|
|||||||||||||||||||||||||||||
Reportable Segment:
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||
Communications
|
$
|
1,973.2
|
|
|
$
|
2,041.0
|
|
|
$
|
1,962.6
|
|
|
$
|
194.8
|
|
|
9.9
|
%
|
|
$
|
204.0
|
|
|
10.0
|
%
|
|
$
|
247.7
|
|
|
12.6
|
%
|
|
Oil and Gas
|
1,495.1
|
|
|
1,731.4
|
|
|
1,628.8
|
|
|
157.0
|
|
|
10.5
|
%
|
|
195.1
|
|
|
11.3
|
%
|
|
215.9
|
|
|
13.3
|
%
|
|||||||
Electrical Transmission
|
341.5
|
|
|
471.9
|
|
|
428.8
|
|
|
(71.3
|
)
|
|
(20.9
|
)%
|
|
45.0
|
|
|
9.5
|
%
|
|
41.2
|
|
|
9.6
|
%
|
|||||||
Power Generation and Industrial
|
381.6
|
|
|
357.0
|
|
|
294.3
|
|
|
8.8
|
|
|
2.3
|
%
|
|
14.2
|
|
|
4.0
|
%
|
|
(16.3
|
)
|
|
(5.5
|
)%
|
|||||||
Other
|
24.1
|
|
|
14.7
|
|
|
12.3
|
|
|
(18.8
|
)
|
|
(78.1
|
)%
|
|
(1.2
|
)
|
|
(8.4
|
)%
|
|
0.5
|
|
|
3.9
|
%
|
|||||||
Eliminations
|
(7.2
|
)
|
|
(4.2
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(120.5
|
)
|
|
—
|
|
|
(53.4
|
)
|
|
—
|
|
|
(61.4
|
)
|
|
—
|
|
|||||||
Consolidated Results
|
$
|
4,208.3
|
|
|
$
|
4,611.8
|
|
|
$
|
4,324.8
|
|
|
$
|
150.0
|
|
|
3.6
|
%
|
|
$
|
403.7
|
|
|
8.8
|
%
|
|
$
|
427.6
|
|
|
9.9
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
EBITDA Reconciliation - Continuing Operations:
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Net (loss) income from continuing operations
|
$
|
(79.7
|
)
|
|
(1.9
|
)%
|
|
$
|
122.0
|
|
|
2.6
|
%
|
|
$
|
147.7
|
|
|
3.4
|
%
|
Interest expense, net
|
48.1
|
|
|
1.1
|
%
|
|
50.8
|
|
|
1.1
|
%
|
|
46.4
|
|
|
1.1
|
%
|
|||
Provision for income taxes
|
12.0
|
|
|
0.3
|
%
|
|
76.4
|
|
|
1.7
|
%
|
|
92.5
|
|
|
2.1
|
%
|
|||
Depreciation and amortization
|
169.7
|
|
|
4.0
|
%
|
|
154.5
|
|
|
3.3
|
%
|
|
140.9
|
|
|
3.3
|
%
|
|||
EBITDA – Continuing operations
|
$
|
150.0
|
|
|
3.6
|
%
|
|
$
|
403.7
|
|
|
8.8
|
%
|
|
$
|
427.6
|
|
|
9.9
|
%
|
Non-cash stock-based compensation expense
|
12.4
|
|
|
0.3
|
%
|
|
15.9
|
|
|
0.3
|
%
|
|
12.9
|
|
|
0.3
|
%
|
|||
Goodwill and intangible asset impairment
|
78.6
|
|
|
1.9
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Acquisition integration costs
|
17.8
|
|
|
0.4
|
%
|
|
5.3
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|||
Audit Committee investigation related costs
|
16.5
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Losses on non-controlled joint venture
|
16.3
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Court mandated mediation settlement
|
12.2
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss on equity investee interest rate swaps
|
4.4
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Sintel legal settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
0.1
|
%
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
0.1
|
%
|
|||
Adjusted EBITDA – Continuing operations
|
$
|
308.1
|
|
|
7.3
|
%
|
|
$
|
424.9
|
|
|
9.2
|
%
|
|
$
|
448.9
|
|
|
10.4
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
Reportable Segment:
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Communications
|
$
|
213.1
|
|
|
10.8
|
%
|
|
$
|
209.6
|
|
|
10.3
|
%
|
|
$
|
248.0
|
|
|
12.6
|
%
|
Oil and Gas
|
157.0
|
|
|
10.5
|
%
|
|
195.1
|
|
|
11.3
|
%
|
|
215.9
|
|
|
13.3
|
%
|
|||
Electrical Transmission
|
(59.2
|
)
|
|
(17.3
|
)%
|
|
45.0
|
|
|
9.5
|
%
|
|
41.2
|
|
|
9.6
|
%
|
|||
Power Generation and Industrial
|
8.8
|
|
|
2.3
|
%
|
|
14.2
|
|
|
4.0
|
%
|
|
(16.3
|
)
|
|
(5.5
|
)%
|
|||
Other
|
1.9
|
|
|
8.1
|
%
|
|
(1.2
|
)
|
|
(8.4
|
)%
|
|
0.5
|
|
|
3.9
|
%
|
|||
Eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
(13.5
|
)
|
|
NA
|
|
(37.9
|
)
|
|
NA
|
|
(40.4
|
)
|
|
NA
|
||||||
Adjusted EBITDA - Continuing operations
|
$
|
308.1
|
|
|
7.3
|
%
|
|
$
|
424.9
|
|
|
9.2
|
%
|
|
$
|
448.9
|
|
|
10.4
|
%
|
Non-cash stock-based compensation expense
|
12.4
|
|
|
0.3
|
%
|
|
15.9
|
|
|
0.3
|
%
|
|
12.9
|
|
|
0.3
|
%
|
|||
Goodwill and intangible asset impairment
|
78.6
|
|
|
1.9
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Acquisition integration costs
|
17.8
|
|
|
0.4
|
%
|
|
5.3
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|||
Audit Committee investigation related costs
|
16.5
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Losses on non-controlled joint venture
|
16.3
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Court mandated mediation settlement
|
12.2
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss on equity investee interest rate swaps
|
4.4
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Sintel legal settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
0.1
|
%
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
0.1
|
%
|
|||
EBITDA – Continuing operations
|
$
|
150.0
|
|
|
3.6
|
%
|
|
$
|
403.7
|
|
|
8.8
|
%
|
|
$
|
427.6
|
|
|
9.9
|
%
|
(a)
|
Non-cash EBITDA adjustments include (i) depreciation and amortization expense in all years; (ii) in 2015,
$78.6 million
of goodwill and intangible asset impairment; (iii) non-cash stock-based compensation expense in all years; and (iv) in 2013, a $1.5 million write-off of deferred financing costs on redeemed debt.
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Continuing Operations:
|
Net (Loss) Income
(in millions)
|
|
Diluted (Loss) Earnings Per Share
|
|
Net Income
(in millions)
|
|
Diluted Earnings Per Share
|
|
Net Income
(in millions)
|
|
Diluted Earnings Per Share
|
||||||||||||
Reported U.S. GAAP measure
|
$
|
(79.7
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
122.0
|
|
|
$
|
1.42
|
|
|
$
|
147.7
|
|
|
$
|
1.74
|
|
Adjustments:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-cash stock-based compensation expense
|
8.1
|
|
|
0.10
|
|
|
9.8
|
|
|
0.11
|
|
|
8.0
|
|
|
0.09
|
|
||||||
Goodwill and intangible asset impairment
|
76.4
|
|
|
0.94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition integration costs
|
9.9
|
|
|
0.12
|
|
|
3.2
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
||||||
Audit Committee investigation related costs
(b)
|
11.3
|
|
|
0.14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Losses on non-controlled joint venture
|
13.0
|
|
|
0.16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Court mandated mediation settlement
|
6.8
|
|
|
0.08
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss on equity investee interest rate swaps
|
2.9
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of Alberta tax law change
|
2.8
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
0.04
|
|
||||||
Sintel legal settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
0.02
|
|
||||||
Adjusted non-U.S. GAAP measure
|
$
|
51.4
|
|
|
$
|
0.64
|
|
|
$
|
135.0
|
|
|
$
|
1.57
|
|
|
$
|
160.8
|
|
|
$
|
1.90
|
|
(a)
|
Reconciling items represent the after-tax expense and corresponding diluted per share impact for the respective adjustments presented above.
|
(b)
|
Audit Committee investigation related costs for the year ended December 31, 2015 include the after-tax effect of approximately $1 million of consent solicitation agent fees recorded within interest expense, net, in 2015, related to the delay in filing of the 2014 Form 10-K and the First Quarter 2015 Form 10-Q.
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
$
|
367.4
|
|
|
$
|
323.0
|
|
|
$
|
200.4
|
|
Net cash used in investing activities
|
$
|
(128.7
|
)
|
|
$
|
(439.3
|
)
|
|
$
|
(263.2
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(258.9
|
)
|
|
$
|
118.7
|
|
|
$
|
59.0
|
|
Contractual Obligations
|
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More than 5 Years and
Thereafter
|
||||||||||
Senior secured credit facility:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving loans
|
|
$
|
208.5
|
|
|
$
|
—
|
|
|
$
|
208.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loan
|
|
250.0
|
|
|
12.5
|
|
|
25.0
|
|
|
212.5
|
|
|
—
|
|
|||||
Other credit facilities
|
|
16.4
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|||||
4.875% Senior Notes
|
|
400.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400.0
|
|
|||||
Notes payable for equipment
|
|
17.4
|
|
|
10.4
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|||||
Earn-out obligations
(a)
|
|
17.7
|
|
|
17.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
|
130.9
|
|
|
54.8
|
|
|
68.9
|
|
|
7.1
|
|
|
0.1
|
|
|||||
Operating leases
|
|
201.3
|
|
|
75.0
|
|
|
88.1
|
|
|
28.2
|
|
|
10.0
|
|
|||||
Obligations under multiemployer pension plan
(b)
|
|
3.0
|
|
|
1.2
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|||||
Interest
(c)
|
|
191.3
|
|
|
35.3
|
|
|
65.9
|
|
|
44.6
|
|
|
45.5
|
|
|||||
Total
|
|
$
|
1,436.5
|
|
|
$
|
206.9
|
|
|
$
|
481.6
|
|
|
$
|
292.4
|
|
|
$
|
455.6
|
|
(a)
|
Under certain acquisition agreements, we have agreed to pay the sellers earn-outs based on the performance of the businesses acquired. Certain of these earn-out payments may be made either in cash or in MasTec common stock, or a combination thereof, at our option. Due to the contingent nature of these earn-out payments, we have only included earn-out obligations that we expect will be paid in cash and have been earned as of
December 31, 2015
.
|
(b)
|
Represents estimated withdrawal liability as of
December 31, 2015
and excludes normal contributions required under our collective bargaining agreements. See
Note 15
- Commitments and Contingencies in the notes to the audited consolidated financial statements, which is incorporated by reference.
|
(c)
|
Represents expected future interest payments on debt and capital lease obligations. With the exception of our credit facilities, all of our debt instruments are fixed rate interest obligations.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BDO USA, LLP
|
|
Certified Public Accountants
|
|
|
|
Miami, Florida
|
|
|
|
February 25, 2016
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
$
|
4,208,330
|
|
|
$
|
4,611,803
|
|
|
$
|
4,324,787
|
|
Costs of revenue, excluding depreciation and amortization
|
3,721,303
|
|
|
3,977,963
|
|
|
3,682,367
|
|
|||
Depreciation and amortization
|
169,662
|
|
|
154,452
|
|
|
140,926
|
|
|||
Goodwill and intangible asset impairment
|
78,625
|
|
|
—
|
|
|
—
|
|
|||
General and administrative expenses
|
265,910
|
|
|
238,305
|
|
|
215,402
|
|
|||
Interest expense, net
|
48,055
|
|
|
50,769
|
|
|
46,442
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
5,624
|
|
|||
Other income, net
|
(7,479
|
)
|
|
(8,116
|
)
|
|
(6,188
|
)
|
|||
(Loss) income from continuing operations before income taxes
|
$
|
(67,746
|
)
|
|
$
|
198,430
|
|
|
$
|
240,214
|
|
Provision for income taxes
|
(11,957
|
)
|
|
(76,429
|
)
|
|
(92,542
|
)
|
|||
Net (loss) income from continuing operations
|
$
|
(79,703
|
)
|
|
$
|
122,001
|
|
|
$
|
147,672
|
|
Discontinued operations:
|
|
|
|
|
|
||||||
Net loss from discontinued operations
|
$
|
—
|
|
|
$
|
(6,452
|
)
|
|
$
|
(6,456
|
)
|
Net (loss) income
|
$
|
(79,703
|
)
|
|
$
|
115,549
|
|
|
$
|
141,216
|
|
Net (loss) income attributable to non-controlling interests
|
(593
|
)
|
|
(374
|
)
|
|
266
|
|
|||
Net (loss) income attributable to MasTec, Inc.
|
$
|
(79,110
|
)
|
|
$
|
115,923
|
|
|
$
|
140,950
|
|
Earnings per share
(See Note 2):
|
|
|
|
|
|
||||||
Basic (loss) earnings per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.98
|
)
|
|
$
|
1.53
|
|
|
$
|
1.92
|
|
Discontinued operations
|
—
|
|
|
(0.08
|
)
|
|
(0.09
|
)
|
|||
Total basic (loss) earnings per share
|
$
|
(0.98
|
)
|
|
$
|
1.45
|
|
|
$
|
1.83
|
|
Basic weighted average common shares outstanding
|
80,489
|
|
|
79,953
|
|
|
76,923
|
|
|||
Diluted (loss) earnings per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.98
|
)
|
|
$
|
1.42
|
|
|
$
|
1.74
|
|
Discontinued operations
|
—
|
|
|
(0.07
|
)
|
|
(0.08
|
)
|
|||
Total diluted (loss) earnings per share
|
$
|
(0.98
|
)
|
|
$
|
1.35
|
|
|
$
|
1.66
|
|
Diluted weighted average common shares outstanding
|
80,489
|
|
|
86,196
|
|
|
84,901
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net (loss) income
|
$
|
(79,703
|
)
|
|
$
|
115,549
|
|
|
$
|
141,216
|
|
Other comprehensive loss, net of tax
(See Note 12)
|
(38,347
|
)
|
|
(20,718
|
)
|
|
(7,785
|
)
|
|||
Comprehensive (loss) income
|
$
|
(118,050
|
)
|
|
$
|
94,831
|
|
|
$
|
133,431
|
|
Comprehensive (loss) income attributable to non-controlling interests
|
(593
|
)
|
|
(374
|
)
|
|
266
|
|
|||
Comprehensive (loss) income attributable to MasTec, Inc.
|
$
|
(117,457
|
)
|
|
$
|
95,205
|
|
|
$
|
133,165
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,984
|
|
|
$
|
24,059
|
|
Accounts receivable, net of allowance
|
911,106
|
|
|
1,303,552
|
|
||
Inventories, net
|
90,599
|
|
|
112,804
|
|
||
Prepaid expenses
|
58,023
|
|
|
46,873
|
|
||
Other current assets
|
68,190
|
|
|
44,463
|
|
||
Total current assets
|
$
|
1,132,902
|
|
|
$
|
1,531,751
|
|
Property and equipment, net
|
558,667
|
|
|
623,118
|
|
||
Goodwill
|
988,511
|
|
|
1,082,466
|
|
||
Other intangible assets, net
|
199,379
|
|
|
250,373
|
|
||
Other long-term assets
|
60,738
|
|
|
76,272
|
|
||
Total assets
|
$
|
2,940,197
|
|
|
$
|
3,563,980
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
77,654
|
|
|
$
|
73,631
|
|
Accounts payable
|
348,543
|
|
|
485,347
|
|
||
Accrued salaries and wages
|
46,550
|
|
|
60,528
|
|
||
Other accrued expenses
|
69,369
|
|
|
89,343
|
|
||
Acquisition-related contingent consideration, current
|
17,731
|
|
|
49,798
|
|
||
Billings in excess of costs and earnings
|
149,483
|
|
|
155,674
|
|
||
Other current liabilities
|
43,459
|
|
|
66,527
|
|
||
Total current liabilities
|
$
|
752,789
|
|
|
$
|
980,848
|
|
Acquisition-related contingent consideration, net of current portion
|
41,675
|
|
|
103,515
|
|
||
Long-term debt
|
945,464
|
|
|
1,061,159
|
|
||
Long-term deferred tax liabilities, net
|
188,759
|
|
|
203,476
|
|
||
Other long-term liabilities
|
68,119
|
|
|
66,907
|
|
||
Total liabilities
|
$
|
1,996,806
|
|
|
$
|
2,415,905
|
|
Commitments and contingencies (
See Note 15
)
|
|
|
|
|
|
||
Equity
|
|
|
|
||||
Preferred stock, $1.00 par value: authorized shares - 5,000,000; issued and outstanding shares – none
|
$
|
—
|
|
|
$
|
—
|
|
Common stock, $0.10 par value: authorized shares - 145,000,000; issued shares - 88,197,474 and 87,614,955 as of December 31, 2015 and 2014, respectively
|
8,820
|
|
|
8,762
|
|
||
Capital surplus
|
769,996
|
|
|
756,688
|
|
||
Retained earnings
|
378,678
|
|
|
457,788
|
|
||
Accumulated other comprehensive loss
|
(72,351
|
)
|
|
(34,004
|
)
|
||
Treasury stock, at cost: 8,094,004 and 2,876,311 shares as of December 31, 2015 and 2014, respectively
|
(145,573
|
)
|
|
(45,573
|
)
|
||
Total MasTec, Inc. shareholders’ equity
|
$
|
939,570
|
|
|
$
|
1,143,661
|
|
Non-controlling interests
|
$
|
3,821
|
|
|
$
|
4,414
|
|
Total equity
|
$
|
943,391
|
|
|
$
|
1,148,075
|
|
Total liabilities and equity
|
$
|
2,940,197
|
|
|
$
|
3,563,980
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Contributed Shares
(Note 10)
|
|
Capital Surplus
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total MasTec, Inc. Shareholders’ Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance as of December 31, 2012
|
85,915,552
|
|
|
$
|
8,592
|
|
|
(9,467,286
|
)
|
|
$
|
(150,000
|
)
|
|
$
|
—
|
|
|
$
|
803,166
|
|
|
$
|
200,915
|
|
|
$
|
(5,501
|
)
|
|
$
|
857,172
|
|
|
$
|
4,703
|
|
|
$
|
861,875
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
140,950
|
|
|
|
|
140,950
|
|
|
266
|
|
|
141,216
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,785
|
)
|
|
(7,785
|
)
|
|
|
|
(7,785
|
)
|
|||||||||||||||||
Non-cash stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
12,944
|
|
|
|
|
|
|
12,944
|
|
|
|
|
12,944
|
|
|||||||||||||||||
Income tax effect from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
4,315
|
|
|
|
|
|
|
4,315
|
|
|
|
|
4,315
|
|
|||||||||||||||||
Exercise of stock options
|
513,254
|
|
|
51
|
|
|
|
|
|
|
|
|
3,816
|
|
|
|
|
|
|
3,867
|
|
|
|
|
3,867
|
|
|||||||||||||||
Issuance of restricted shares
|
68,122
|
|
|
7
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||||
Other stock issuances, net
|
428,444
|
|
|
42
|
|
|
|
|
|
|
|
|
4,584
|
|
|
|
|
|
|
4,626
|
|
|
|
|
4,626
|
|
|||||||||||||||
Contributed shares
|
(200,000
|
)
|
|
(20
|
)
|
|
|
|
|
|
6,002
|
|
|
(5,982
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||||
Balance as of December 31, 2013
|
86,725,372
|
|
|
$
|
8,672
|
|
|
(9,467,286
|
)
|
|
$
|
(150,000
|
)
|
|
$
|
6,002
|
|
|
$
|
822,836
|
|
|
$
|
341,865
|
|
|
$
|
(13,286
|
)
|
|
$
|
1,016,089
|
|
|
$
|
4,969
|
|
|
$
|
1,021,058
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
115,923
|
|
|
|
|
115,923
|
|
|
(374
|
)
|
|
115,549
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,718
|
)
|
|
(20,718
|
)
|
|
|
|
(20,718
|
)
|
|||||||||||||||||
Non-cash stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
15,950
|
|
|
|
|
|
|
15,950
|
|
|
|
|
15,950
|
|
|||||||||||||||||
Income tax effect from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
2,484
|
|
|
|
|
|
|
2,484
|
|
|
|
|
2,484
|
|
|||||||||||||||||
Exercise of stock options
|
210,900
|
|
|
21
|
|
|
|
|
|
|
|
|
2,225
|
|
|
|
|
|
|
2,246
|
|
|
|
|
2,246
|
|
|||||||||||||||
Issuance of restricted shares
|
659,212
|
|
|
66
|
|
|
|
|
|
|
|
|
(66
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||||
Other stock issuances, net
|
19,471
|
|
|
3
|
|
|
|
|
|
|
|
|
(1,140
|
)
|
|
|
|
|
|
(1,137
|
)
|
|
|
|
(1,137
|
)
|
|||||||||||||||
Issuance of treasury stock for convertible notes
|
|
|
|
|
6,590,975
|
|
|
104,427
|
|
|
|
|
|
|
|
|
|
|
104,427
|
|
|
|
|
104,427
|
|
||||||||||||||||
Conversion of convertible notes
|
|
|
|
|
|
|
|
|
|
|
(91,784
|
)
|
|
|
|
|
|
(91,784
|
)
|
|
|
|
(91,784
|
)
|
|||||||||||||||||
Contributed shares, transfer to capital surplus
|
|
|
|
|
|
|
|
|
(6,002
|
)
|
|
6,002
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||||||
Other activity
|
|
|
|
|
|
|
|
|
|
|
181
|
|
|
|
|
|
|
181
|
|
|
(181
|
)
|
|
—
|
|
||||||||||||||||
Balance as of December 31, 2014
|
87,614,955
|
|
|
$
|
8,762
|
|
|
(2,876,311
|
)
|
|
$
|
(45,573
|
)
|
|
$
|
—
|
|
|
$
|
756,688
|
|
|
$
|
457,788
|
|
|
$
|
(34,004
|
)
|
|
$
|
1,143,661
|
|
|
$
|
4,414
|
|
|
$
|
1,148,075
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(79,110
|
)
|
|
|
|
(79,110
|
)
|
|
(593
|
)
|
|
(79,703
|
)
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,347
|
)
|
|
(38,347
|
)
|
|
|
|
(38,347
|
)
|
|||||||||||||||||
Non-cash stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
12,395
|
|
|
|
|
|
|
12,395
|
|
|
|
|
12,395
|
|
|||||||||||||||||
Income tax effect from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
(597
|
)
|
|
|
|
|
|
(597
|
)
|
|
|
|
(597
|
)
|
|||||||||||||||||
Exercise of stock options
|
81,971
|
|
|
8
|
|
|
|
|
|
|
|
|
536
|
|
|
|
|
|
|
544
|
|
|
|
|
544
|
|
|||||||||||||||
Issuance of restricted shares
|
446,874
|
|
|
45
|
|
|
|
|
|
|
|
|
(45
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||||
Other stock issuances, net
|
53,674
|
|
|
5
|
|
|
|
|
|
|
|
|
1,019
|
|
|
|
|
|
|
1,024
|
|
|
|
|
1,024
|
|
|||||||||||||||
Acquisition of treasury stock, at cost
|
|
|
|
|
(5,217,693
|
)
|
|
(100,000
|
)
|
|
|
|
|
|
|
|
|
|
(100,000
|
)
|
|
|
|
(100,000
|
)
|
||||||||||||||||
Balance as of December 31, 2015
|
88,197,474
|
|
|
$
|
8,820
|
|
|
(8,094,004
|
)
|
|
$
|
(145,573
|
)
|
|
$
|
—
|
|
|
$
|
769,996
|
|
|
$
|
378,678
|
|
|
$
|
(72,351
|
)
|
|
$
|
939,570
|
|
|
$
|
3,821
|
|
|
$
|
943,391
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(79,703
|
)
|
|
$
|
115,549
|
|
|
$
|
141,216
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
169,662
|
|
|
154,452
|
|
|
140,926
|
|
|||
Goodwill and intangible asset impairment
|
78,625
|
|
|
—
|
|
|
—
|
|
|||
Non-cash interest expense
|
2,633
|
|
|
7,355
|
|
|
10,717
|
|
|||
Non-cash stock-based compensation expense
|
12,395
|
|
|
15,950
|
|
|
12,944
|
|
|||
Excess tax benefit from stock-based compensation
|
(57
|
)
|
|
(3,728
|
)
|
|
(4,315
|
)
|
|||
Provision for deferred income taxes
|
3,925
|
|
|
13,756
|
|
|
6,533
|
|
|||
Other non-cash items
|
1,537
|
|
|
5,955
|
|
|
8,009
|
|
|||
(Gains) losses on sales of assets, including discontinued operations
(See Note 1)
|
(8,191
|
)
|
|
(6,434
|
)
|
|
(1,492
|
)
|
|||
Non-cash change in estimated fair value of acquisition-related contingent consideration
|
(20,073
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
362,275
|
|
|
163,773
|
|
|
(204,330
|
)
|
|||
Inventories
|
22,356
|
|
|
(12,621
|
)
|
|
13,481
|
|
|||
Other assets, current and long-term portion
|
(7,647
|
)
|
|
(14,221
|
)
|
|
6,248
|
|
|||
Accounts payable and accrued expenses
|
(162,441
|
)
|
|
(87,494
|
)
|
|
72,514
|
|
|||
Billings in excess of costs and earnings
|
(5,085
|
)
|
|
(34,320
|
)
|
|
(8,227
|
)
|
|||
Book overdrafts
|
4,699
|
|
|
9,911
|
|
|
6,363
|
|
|||
Other liabilities, current and long-term portion
|
(7,497
|
)
|
|
(4,872
|
)
|
|
(185
|
)
|
|||
Net cash provided by operating activities
|
$
|
367,413
|
|
|
$
|
323,011
|
|
|
$
|
200,402
|
|
Cash flows used in investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
(148
|
)
|
|
(345,543
|
)
|
|
(148,567
|
)
|
|||
Proceeds from disposal of business, net of cash divested
|
—
|
|
|
—
|
|
|
(2,997
|
)
|
|||
Capital expenditures
|
(84,410
|
)
|
|
(109,254
|
)
|
|
(126,288
|
)
|
|||
Proceeds from sale of property and equipment
|
13,932
|
|
|
16,655
|
|
|
15,858
|
|
|||
Payments for other investments
|
(127,480
|
)
|
|
(4,092
|
)
|
|
(16,173
|
)
|
|||
Proceeds from other investments
|
69,406
|
|
|
2,972
|
|
|
—
|
|
|||
Proceeds from sale or redemption of available-for-sale securities
|
—
|
|
|
—
|
|
|
14,956
|
|
|||
Net cash used in investing activities
|
$
|
(128,700
|
)
|
|
$
|
(439,262
|
)
|
|
$
|
(263,211
|
)
|
Cash flows (used in) provided by financing activities:
|
|
|
|
|
|
||||||
Proceeds from credit facilities
|
1,702,431
|
|
|
2,385,971
|
|
|
1,149,040
|
|
|||
Repayments of credit facilities
|
(1,742,077
|
)
|
|
(1,939,612
|
)
|
|
(1,249,601
|
)
|
|||
Proceeds from issuance of senior notes
|
—
|
|
|
—
|
|
|
400,000
|
|
|||
Repayment of senior notes, including convertible notes
|
—
|
|
|
(202,325
|
)
|
|
(150,000
|
)
|
|||
Repayments of other borrowings
|
(13,843
|
)
|
|
(15,700
|
)
|
|
(27,705
|
)
|
|||
Payments of capital lease obligations
|
(57,095
|
)
|
|
(51,587
|
)
|
|
(43,040
|
)
|
|||
Repurchase of common stock
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from stock-based awards, net of tax withholdings
|
1,566
|
|
|
1,113
|
|
|
8,355
|
|
|||
Excess tax benefit from stock-based compensation
|
57
|
|
|
3,728
|
|
|
4,315
|
|
|||
Payments of acquisition-related contingent consideration
|
(47,523
|
)
|
|
(60,341
|
)
|
|
(18,683
|
)
|
|||
Payments of financing costs
|
(2,436
|
)
|
|
(2,572
|
)
|
|
(13,688
|
)
|
|||
Net cash (used in) provided by financing activities
|
$
|
(258,920
|
)
|
|
$
|
118,675
|
|
|
$
|
58,993
|
|
Effect of currency translation on cash
|
1,132
|
|
|
(1,292
|
)
|
|
(24
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(19,075
|
)
|
|
1,132
|
|
|
(3,840
|
)
|
|||
Cash and cash equivalents - beginning of period
|
24,059
|
|
|
22,927
|
|
|
26,767
|
|
|||
Cash and cash equivalents - end of period
|
$
|
4,984
|
|
|
$
|
24,059
|
|
|
$
|
22,927
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net (loss) income attributable to MasTec:
|
|
|
|
|
|
||||||
Net (loss) income, continuing operations - basic
(a)
|
$
|
(79,110
|
)
|
|
$
|
122,375
|
|
|
$
|
147,492
|
|
Interest expense, net of tax, convertible notes
|
—
|
|
|
181
|
|
|
315
|
|
|||
Net (loss) income, continuing operations - diluted
|
$
|
(79,110
|
)
|
|
$
|
122,556
|
|
|
$
|
147,807
|
|
Net loss from discontinued operations - basic and diluted
(a)
|
—
|
|
|
(6,452
|
)
|
|
(6,542
|
)
|
|||
Net (loss) income attributable to MasTec - diluted
|
$
|
(79,110
|
)
|
|
$
|
116,104
|
|
|
$
|
141,265
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
80,489
|
|
|
79,953
|
|
|
76,923
|
|
|||
Dilutive common stock equivalents
|
—
|
|
|
813
|
|
|
777
|
|
|||
Dilutive shares, convertible notes
|
—
|
|
|
5,430
|
|
|
7,201
|
|
|||
Weighted average shares outstanding - diluted
|
80,489
|
|
|
86,196
|
|
|
84,901
|
|
(a)
|
Calculated as total net (loss) income less amounts attributable to non-controlling interests.
|
Acquisition consideration:
|
October 1, 2014
|
||
Cash
|
$
|
198.0
|
|
Identifiable assets acquired and liabilities assumed:
|
|
||
Accounts receivable
|
$
|
179.8
|
|
Other current assets, including $18.0 million of cash acquired
|
66.6
|
|
|
Property, equipment and other long-term assets
|
9.3
|
|
|
Finite-lived intangible assets
|
42.6
|
|
|
Billings in excess of costs and earnings
|
(33.3
|
)
|
|
Other current liabilities, including current portion of capital lease obligations
|
(87.7
|
)
|
|
Long-term liabilities, including capital lease obligations
|
(26.4
|
)
|
|
Total identifiable net assets
|
$
|
150.9
|
|
Goodwill
|
$
|
47.1
|
|
Total net assets acquired, including goodwill
|
$
|
198.0
|
|
|
Fair Value
(in millions)
|
|
Weighted Average Useful Life
(in years)
|
||
Finite-lived intangible assets:
|
|
||||
Backlog
|
$
|
4.7
|
|
|
5
|
Trade name
|
1.1
|
|
|
4
|
|
Non-compete agreements
|
0.3
|
|
|
4
|
|
Customer relationships
|
36.5
|
|
|
18
|
|
Total acquired finite-lived intangible assets
|
$
|
42.6
|
|
|
16
|
Acquisition consideration:
|
June 1, 2014
|
||
Cash
|
$
|
126.5
|
|
Fair value of contingent consideration (earn-out liability)
|
24.3
|
|
|
Total consideration transferred
|
$
|
150.8
|
|
Identifiable assets acquired and liabilities assumed:
|
|
||
Current assets, including $3.4 million of cash acquired
|
$
|
114.0
|
|
Property and equipment
|
81.2
|
|
|
Pre-qualifications
|
38.7
|
|
|
Finite-lived intangible assets
|
19.4
|
|
|
Current liabilities, including current portion of capital lease obligations and long-term debt
|
(71.8
|
)
|
|
Net equity method investment obligations
|
(31.0
|
)
|
|
Long-term debt, including capital lease obligations
|
(69.6
|
)
|
|
Deferred income taxes
|
(30.5
|
)
|
|
Total identifiable net assets
|
$
|
50.4
|
|
Goodwill
|
$
|
100.4
|
|
Total net assets acquired, including goodwill
|
$
|
150.8
|
|
|
Fair Value
(in millions)
|
|
Weighted Average Useful Life
(in years)
|
||
Finite-lived intangible assets:
|
|
||||
Backlog
|
$
|
6.1
|
|
|
3
|
Non-compete agreements
|
2.3
|
|
|
9
|
|
Customer relationships
|
11.0
|
|
|
8
|
|
Total acquired finite-lived intangible assets
|
$
|
19.4
|
|
|
6
|
|
For the Years Ended December 31,
|
||||||||||
Actual of acquirees
(year-over-year impact)
:
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
$
|
301.5
|
|
|
$
|
565.4
|
|
|
$
|
406.6
|
|
Net (loss) income from continuing operations
(a)
|
$
|
(13.4
|
)
|
|
$
|
0.7
|
|
|
$
|
20.0
|
|
(a)
|
Acquiree net (loss) income from continuing operations for the years ended
December 31, 2015
and
2014
includes approximately
$9.3 million
and
$5.0 million
, respectively, of pre-tax acquisition integration costs incurred in connection with the WesTower acquisition and, for the year ended
December 31, 2015
, includes project losses of
$16.3 million
associated with the Company’s proportionate interest in a non-controlled Canadian joint venture. Other acquisition-related costs, including certain acquisition integration costs totaling
$11.2 million
,
$2.7 million
and
$1.9 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively, which are included within general and administrative expenses in the Company’s consolidated statements of operations, are not included in the above presented acquiree results for the respective periods. The above results also do not include interest expense associated with consideration paid for these acquisitions.
|
|
Communications
|
|
Oil and Gas
|
|
Electrical Transmission
|
|
Power Generation and Industrial
|
|
Total Goodwill
|
||||||||||
Balance, goodwill, as of December 31, 2013
|
$
|
326.8
|
|
|
$
|
307.7
|
|
|
$
|
149.9
|
|
|
$
|
117.6
|
|
|
$
|
902.0
|
|
Additions from new business combinations
|
84.4
|
|
|
100.4
|
|
|
—
|
|
|
—
|
|
|
184.8
|
|
|||||
Accruals of acquisition-related contingent consideration, net
(a)
|
6.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|||||
Currency translation adjustments
|
—
|
|
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|||||
Balance, goodwill, as of December 31, 2014
|
$
|
417.7
|
|
|
$
|
397.3
|
|
|
$
|
149.9
|
|
|
$
|
117.6
|
|
|
$
|
1,082.5
|
|
Accruals of acquisition-related contingent consideration, net
(a)
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Currency translation adjustments
|
—
|
|
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
|||||
Measurement period adjustments
(b)
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|||||
Goodwill impairment
|
—
|
|
|
(68.5
|
)
|
|
—
|
|
|
—
|
|
|
(68.5
|
)
|
|||||
Balance, goodwill, as of December 31, 2015
|
$
|
414.9
|
|
|
$
|
306.1
|
|
|
$
|
149.9
|
|
|
$
|
117.6
|
|
|
$
|
988.5
|
|
Balance, accumulated impairment losses, goodwill,
as of December 31, 2015
|
$
|
—
|
|
|
$
|
(68.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(68.5
|
)
|
(a)
|
Represents contingent consideration for acquisitions prior to January 1, 2009, which is accrued as earned, in accordance with U.S. GAAP.
|
(b)
|
Represent adjustments to preliminary estimates of the fair values of net assets acquired within the measurement period. See
Note 3
-
Acquisitions
for discussion of ASU 2015-16, which was adopted in the fourth quarter of 2015.
|
|
Other Intangible Assets
|
||||||||||||||||||
|
Non-amortizing
|
|
Amortizing
|
|
|
||||||||||||||
|
Trade Names
|
|
Pre-Qualifications
|
|
Customer Relationships and Backlog
|
|
Other
(a)
|
|
Total
|
||||||||||
Other intangible assets, gross carrying amount as of December 31, 2013
|
$
|
34.8
|
|
|
$
|
59.4
|
|
|
$
|
128.4
|
|
|
$
|
22.5
|
|
|
$
|
245.1
|
|
Accumulated amortization
|
|
|
|
|
(67.7
|
)
|
|
(11.8
|
)
|
|
(79.5
|
)
|
|||||||
Other intangible assets, net, as of December 31, 2013
|
$
|
34.8
|
|
|
$
|
59.4
|
|
|
$
|
60.7
|
|
|
$
|
10.7
|
|
|
$
|
165.6
|
|
Additions from new business combinations
|
—
|
|
|
38.7
|
|
|
73.4
|
|
|
4.2
|
|
|
116.3
|
|
|||||
Amortization expense
|
|
|
|
|
(23.2
|
)
|
|
(1.9
|
)
|
|
(25.1
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
|
(4.8
|
)
|
|
(1.4
|
)
|
|
(0.2
|
)
|
|
(6.4
|
)
|
|||||
Other intangible assets, net, as of December 31, 2014
|
$
|
34.8
|
|
|
$
|
93.3
|
|
|
$
|
109.5
|
|
|
$
|
12.8
|
|
|
$
|
250.4
|
|
Amortization expense
|
|
|
|
|
(26.5
|
)
|
|
(1.9
|
)
|
|
(28.4
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
|
(9.8
|
)
|
|
(2.2
|
)
|
|
(0.5
|
)
|
|
(12.5
|
)
|
|||||
Intangible asset impairment
|
—
|
|
|
(10.1
|
)
|
|
—
|
|
|
—
|
|
|
(10.1
|
)
|
|||||
Other intangible assets, net, as of December 31, 2015
|
$
|
34.8
|
|
|
$
|
73.4
|
|
|
$
|
80.8
|
|
|
$
|
10.4
|
|
|
$
|
199.4
|
|
Remaining weighted average amortization period (in years)
|
|
|
|
|
|
11
|
|
11
|
|
11
|
(a)
|
Consists principally of trade names and non-compete agreements.
|
|
Amortization
Expense
|
||
2016
|
$
|
20.9
|
|
2017
|
16.3
|
|
|
2018
|
12.7
|
|
|
2019
|
8.5
|
|
|
2020
|
7.3
|
|
|
Thereafter
|
25.5
|
|
|
Total
|
$
|
91.2
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Contract billings
|
$
|
437.3
|
|
|
$
|
669.7
|
|
Retainage
|
148.8
|
|
|
162.2
|
|
||
Costs and earnings in excess of billings
|
332.7
|
|
|
485.6
|
|
||
Accounts receivable, gross
|
$
|
918.8
|
|
|
$
|
1,317.5
|
|
Less allowance for doubtful accounts
|
(7.7
|
)
|
|
(13.9
|
)
|
||
Accounts receivable, net
|
$
|
911.1
|
|
|
$
|
1,303.6
|
|
|
For the Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Allowance for doubtful accounts at beginning of year
|
$
|
13.9
|
|
|
$
|
15.7
|
|
Provision for doubtful accounts
|
2.1
|
|
|
1.8
|
|
||
Amounts charged against the allowance
|
(8.3
|
)
|
|
(3.6
|
)
|
||
Allowance for doubtful accounts at end of year
|
$
|
7.7
|
|
|
$
|
13.9
|
|
|
December 31,
|
|
|
||||||
|
2015
|
|
2014
|
|
Estimated Useful Lives
(in years)
|
||||
Land
|
$
|
4.6
|
|
|
$
|
4.6
|
|
|
|
Buildings and leasehold improvements
|
21.7
|
|
|
19.9
|
|
|
3-40
|
||
Machinery and equipment
|
912.9
|
|
|
926.1
|
|
|
2-20
|
||
Office furniture and equipment
|
136.9
|
|
|
126.1
|
|
|
3-7
|
||
Construction in progress
|
10.8
|
|
|
12.0
|
|
|
|
||
Total property and equipment
|
$
|
1,086.9
|
|
|
$
|
1,088.7
|
|
|
|
Less accumulated depreciation and amortization
|
(528.2
|
)
|
|
(465.6
|
)
|
|
|
||
Property and equipment, net
|
$
|
558.7
|
|
|
$
|
623.1
|
|
|
|
|
|
|
|
December 31,
|
||||||
Description
|
|
Maturity Date
|
|
2015
|
|
2014
|
||||
Senior secured credit facility:
|
|
|
|
|
|
|
||||
Revolving loans
|
|
October 29, 2018
|
|
$
|
208.5
|
|
|
$
|
282.7
|
|
Term loan
|
|
November 21, 2019
|
|
250.0
|
|
|
250.0
|
|
||
4.875% Senior Notes
|
|
March 15, 2023
|
|
400.0
|
|
|
400.0
|
|
||
Other credit facilities
|
|
Varies
|
|
16.4
|
|
|
1.2
|
|
||
Capital lease obligations, weighted average interest rate of 2.8%
|
|
In installments through June 13, 2021
|
|
130.9
|
|
|
176.5
|
|
||
Notes payable, equipment, weighted average interest rate of 2.7%
|
|
In installments through June 30, 2018
|
|
17.4
|
|
|
24.4
|
|
||
Total debt
|
|
$
|
1,023.2
|
|
|
$
|
1,134.8
|
|
||
Less current maturities
|
|
(77.7
|
)
|
|
(73.6
|
)
|
||||
Long-term debt
|
|
$
|
945.5
|
|
|
$
|
1,061.2
|
|
2016
|
$
|
77.7
|
|
2017
|
60.2
|
|
|
2018
|
265.6
|
|
|
2019
|
219.2
|
|
|
2020
|
0.4
|
|
|
Thereafter
|
400.1
|
|
|
Total
|
$
|
1,023.2
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest expense:
|
|
|
|
|
|
||||||
Contractual and other interest expense
(a)
|
$
|
45.8
|
|
|
$
|
43.5
|
|
|
$
|
37.6
|
|
Accretion of senior convertible note discount
|
—
|
|
|
4.0
|
|
|
5.2
|
|
|||
Amortization of deferred financing costs
|
2.9
|
|
|
3.4
|
|
|
4.0
|
|
|||
Total interest expense
|
$
|
48.7
|
|
|
$
|
50.9
|
|
|
$
|
46.8
|
|
Interest income
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|||
Interest expense, net
|
$
|
48.1
|
|
|
$
|
50.8
|
|
|
$
|
46.4
|
|
(a)
|
Contractual and other interest expense for the year ended December 31, 2015 includes
$0.8 million
of consent solicitation agent fees related to the delay in filing of the Company’s 2014 Form 10-K and its First Quarter 2015 Form 10-Q, as well as
$1.6 million
of discount fees related to financing arrangements.
|
|
Capital
Leases
|
|
Operating Leases
|
||||
2016
|
$
|
57.6
|
|
|
$
|
75.0
|
|
2017
|
45.6
|
|
|
51.8
|
|
||
2018
|
26.8
|
|
|
36.3
|
|
||
2019
|
7.6
|
|
|
18.3
|
|
||
2020
|
0.5
|
|
|
9.9
|
|
||
Thereafter
|
0.1
|
|
|
10.0
|
|
||
Total minimum lease payments
|
$
|
138.2
|
|
|
$
|
201.3
|
|
Less amounts representing interest
|
(7.3
|
)
|
|
|
|||
Total capital lease obligations, net of interest
|
$
|
130.9
|
|
|
|
||
Less current portion
|
(54.8
|
)
|
|
|
|||
Long-term portion of capital lease obligations, net of interest
|
$
|
76.1
|
|
|
|
Activity, restricted shares:
|
Restricted
Shares |
|
Per Share
Weighted Average
Grant Date
Fair Value
|
|||
Non-vested restricted shares, as of December 31, 2013
|
1,123,545
|
|
|
$
|
23.78
|
|
Granted
|
972,754
|
|
|
26.88
|
|
|
Vested
|
(659,212
|
)
|
|
25.27
|
|
|
Canceled/forfeited
|
(22,442
|
)
|
|
17.38
|
|
|
Non-vested restricted shares, as of December 31, 2014
|
1,414,645
|
|
|
$
|
25.32
|
|
Granted
|
706,761
|
|
|
17.27
|
|
|
Vested
|
(446,874
|
)
|
|
21.24
|
|
|
Canceled/forfeited
|
(44,300
|
)
|
|
26.11
|
|
|
Non-vested restricted shares, as of December 31, 2015
|
1,630,232
|
|
|
$
|
22.94
|
|
Activity, stock options:
|
Stock
Options |
|
Per Share Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Aggregate Intrinsic
Value
(a)
(in millions)
|
|||||
Options outstanding and exercisable as of December 31, 2013
|
495,571
|
|
|
$
|
11.17
|
|
|
1.96
|
|
$
|
10.7
|
|
Exercised
|
(210,900
|
)
|
|
9.97
|
|
|
|
|
|
|||
Canceled/forfeited
|
—
|
|
|
|
|
|
|
|
||||
Options outstanding and exercisable as of December 31, 2014
|
284,671
|
|
|
$
|
12.06
|
|
|
1.29
|
|
$
|
3.0
|
|
Exercised
|
(81,971
|
)
|
|
9.60
|
|
|
|
|
|
|||
Canceled/forfeited
|
—
|
|
|
|
|
|
|
|
||||
Options outstanding and exercisable as of December 31, 2015
|
202,700
|
|
|
$
|
13.06
|
|
|
0.55
|
|
$
|
0.9
|
|
(a)
|
Amount represents the difference between the exercise price and the closing share price of the Company’s common stock on the last trading day of the corresponding period, multiplied by the number of in-the-money options.
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash proceeds
(in millions)
|
$
|
2.0
|
|
|
$
|
3.3
|
|
|
$
|
6.4
|
|
Common shares issued
|
134,389
|
|
|
136,918
|
|
|
454,523
|
|
|||
Weighted average price per share
|
$
|
14.67
|
|
|
$
|
24.33
|
|
|
$
|
14.19
|
|
Weighted average per share grant date fair value
|
$
|
4.22
|
|
|
$
|
5.81
|
|
|
$
|
5.60
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Non-cash stock-based compensation expense
|
$
|
12.4
|
|
|
$
|
15.9
|
|
|
$
|
12.9
|
|
Income Tax Effects:
|
|
|
|
|
|
||||||
Income tax benefit from non-cash stock-based compensation
|
$
|
4.2
|
|
|
$
|
8.7
|
|
|
$
|
9.7
|
|
Excess tax benefit from non-cash stock-based compensation
(a)
|
$
|
0.1
|
|
|
$
|
3.7
|
|
|
$
|
4.3
|
|
(a)
|
Excess tax benefits, which represent cash flows from tax deductions in excess of the tax effect of compensation expense associated with exercised stock options and vested restricted shares, are classified as financing cash flows in the Company’s consolidated statements of cash flows.
|
|
|
|
Contributions
(in millions)
For the Years Ended December 31,
|
|
Pension Protection Act Zone Status
|
|
|
|
||||||||||||||
Multiemployer
Pension Plan |
Employer Identification Number
|
Plan Number
|
2015
|
|
2014
|
|
2013
|
Expiration
Date of CBA
|
2015
|
As of
|
|
2014
|
As of
|
|
FIP/RP Status
|
Surcharge
|
||||||
Central Pension Fund of the I.U.O.E and Participating Employers
|
366052390
|
001
|
$
|
5.7
|
|
|
$
|
6.5
|
|
|
$
|
10.8
|
|
06/01/2017
|
Green
|
01/31/2015
|
(a)
|
Green
|
01/31/2014
|
(a)
|
NA
|
No
|
Pipeline Industry Pension Fund
|
736146433
|
001
|
2.5
|
|
|
4.8
|
|
|
9.8
|
|
06/02/2017
|
Green
|
12/31/2014
|
(b)
|
Green
|
12/31/2013
|
(b)
|
NA
|
No
|
|||
International Union of Operating Engineers' Local 132 Pension Fund
|
556015364
|
001
|
1.9
|
|
|
—
|
|
|
0.4
|
|
06/01/2017
|
Green
|
03/31/2015
|
|
Green
|
03/31/2014
|
|
NA
|
No
|
|||
West Virginia Laborers' Pension Trust Fund
|
556026775
|
001
|
1.4
|
|
|
0.4
|
|
|
0.5
|
|
06/01/2017
|
Green
|
03/31/2015
|
|
Green
|
03/31/2014
|
|
NA
|
No
|
|||
National Electrical Benefit Fund
|
530181657
|
001
|
1.4
|
|
|
1.3
|
|
|
1.1
|
|
Varies through 06/02/2018
|
Green
|
12/31/2014
|
|
Green
|
12/31/2013
|
|
NA
|
No
|
|||
Teamsters National Pipe Line Pension Fund
|
461102851
|
001
|
1.4
|
|
|
1.7
|
|
|
2.7
|
|
06/01/2017
|
Green
|
12/31/2014
|
(b)
|
Green
|
12/31/2013
|
(b)
|
NA
|
No
|
|||
Michigan Laborers' Pension Fund
|
386233976
|
001
|
0.8
|
|
|
2.1
|
|
|
4.3
|
|
06/01/2017
|
Yellow
|
08/31/2015
|
|
Yellow
|
08/31/2014
|
(a)(b)
|
Implemented
|
No
|
|||
Laborers' National Pension Fund
|
751280827
|
001
|
0.8
|
|
|
0.8
|
|
|
1.1
|
|
06/01/2017
|
Green
|
12/31/2014
|
|
Green
|
12/31/2013
|
|
NA
|
No
|
|||
Laborers' District Council of Western Pennsylvania Pension Fund
|
256135576
|
001
|
0.5
|
|
|
1.5
|
|
|
0.4
|
|
06/01/2017
|
Red
|
12/31/2014
|
|
Red
|
12/31/2013
|
|
Implemented
|
No
|
|||
I.B.E.W. Local 769 Management Pension Plan A
|
866049763
|
001
|
0.3
|
|
|
1.6
|
|
|
0.7
|
|
07/30/2016
|
Green
|
06/30/2015
|
|
Green
|
06/30/2014
|
(b)
|
NA
|
No
|
|||
Eighth District Electrical Pension Fund
|
846100393
|
001
|
0.2
|
|
|
0.9
|
|
|
2.2
|
|
02/28/2018
|
Green
|
03/31/2015
|
|
Green
|
03/31/2014
|
|
NA
|
No
|
|||
Operating Engineers' Construction Industry and Misc. Pension Fund
|
256135579
|
001
|
0.1
|
|
|
1.2
|
|
|
0.1
|
|
06/01/2017
|
Green
|
12/31/2014
|
(a)
|
Green
|
12/31/2013
|
(a)
|
NA
|
No
|
|||
Operating Engineers' Local 324 Pension Fund
|
381900637
|
001
|
—
|
|
|
1.7
|
|
|
4.5
|
|
06/01/2017
|
Red
|
04/30/2015
|
|
Red
|
04/30/2014
|
|
Implemented
|
No
|
|||
Other funds
|
|
|
6.8
|
|
(c)
|
7.4
|
|
(c)
|
6.0
|
|
|
|
|
|
|
|
|
|
|
|||
Total multiemployer pension plan contributions
|
|
|
$
|
23.8
|
|
|
$
|
31.9
|
|
|
$
|
44.6
|
|
|
|
|
|
|
|
|
|
|
(a)
|
This plan has utilized extended amortization provisions, which provide plans with extensions of time to amortize pension funding shortfalls.
|
(b)
|
The Company’s contributions to this plan represent greater than
5%
of the plan’s total contributions.
|
(c)
|
The 2015 and 2014 contributions include approximately
$1.4 million
and
$0.9 million
U.S. dollars, respectively, for Canadian multiemployer pension plans associated with the Company’s 2014 acquisition of Pacer, a Canadian company that employs union resources subject to collective bargaining agreements in connection with certain of its project work. Canadian multiemployer pension plans are not subject to the provisions of ERISA or the funding rules under the PPA that apply to U.S. registered multiemployer pension plans. Contributions to Canadian multiemployer pension plans are based on fixed amounts per hour per employee for employees covered under these plans.
|
|
Multiemployer Plans
|
||||||||||||||||
|
Covered Employees
|
|
Contributions
(in millions)
|
||||||||||||||
For the Years Ended December 31:
|
Low
|
|
High
|
|
Pension
|
|
Other Multiemployer
|
|
Total
|
||||||||
2015
|
590
|
|
|
2,463
|
|
|
$
|
23.8
|
|
|
$
|
9.0
|
|
|
$
|
32.8
|
|
2014
|
590
|
|
|
2,167
|
|
|
$
|
31.9
|
|
|
$
|
4.5
|
|
|
$
|
36.4
|
|
2013
|
778
|
|
|
2,734
|
|
|
$
|
44.6
|
|
|
$
|
3.6
|
|
|
$
|
48.2
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||
|
|
Unrealized (Losses) Gains
|
||||||||||||||||||||||||||||||||||
|
|
Foreign Currency
|
|
Other
|
|
Total
|
|
Foreign Currency
|
|
Other
|
|
Total
|
|
Foreign Currency
|
|
Other
|
|
Total
|
||||||||||||||||||
Balance as of January 1
|
|
$
|
(28,716
|
)
|
|
$
|
(5,288
|
)
|
|
$
|
(34,004
|
)
|
|
$
|
(7,998
|
)
|
|
$
|
(5,288
|
)
|
|
$
|
(13,286
|
)
|
|
$
|
(105
|
)
|
|
$
|
(5,396
|
)
|
|
$
|
(5,501
|
)
|
Activity before reclassifications, net of tax
|
|
(38,347
|
)
|
|
—
|
|
|
(38,347
|
)
|
|
(20,718
|
)
|
|
—
|
|
|
(20,718
|
)
|
|
(7,893
|
)
|
|
337
|
|
|
(7,556
|
)
|
|||||||||
Reclassifications, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
(229
|
)
|
|||||||||
Activity, net of tax
|
|
$
|
(38,347
|
)
|
|
$
|
—
|
|
|
$
|
(38,347
|
)
|
|
$
|
(20,718
|
)
|
|
$
|
—
|
|
|
$
|
(20,718
|
)
|
|
$
|
(7,893
|
)
|
|
$
|
108
|
|
|
$
|
(7,785
|
)
|
Balance as of December 31
|
|
$
|
(67,063
|
)
|
|
$
|
(5,288
|
)
|
|
$
|
(72,351
|
)
|
|
$
|
(28,716
|
)
|
|
$
|
(5,288
|
)
|
|
$
|
(34,004
|
)
|
|
$
|
(7,998
|
)
|
|
$
|
(5,288
|
)
|
|
$
|
(13,286
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(4.5
|
)
|
|
$
|
47.3
|
|
|
$
|
77.0
|
|
Foreign
|
9.4
|
|
|
3.9
|
|
|
1.7
|
|
|||
State and local
|
3.3
|
|
|
6.6
|
|
|
10.9
|
|
|||
|
$
|
8.2
|
|
|
$
|
57.8
|
|
|
$
|
89.6
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
25.7
|
|
|
$
|
14.9
|
|
|
$
|
0.5
|
|
Foreign
|
(19.9
|
)
|
|
2.7
|
|
|
(1.5
|
)
|
|||
State and local
|
(2.0
|
)
|
|
1.0
|
|
|
3.9
|
|
|||
|
$
|
3.8
|
|
|
$
|
18.6
|
|
|
$
|
2.9
|
|
Provision for income taxes
|
$
|
12.0
|
|
|
$
|
76.4
|
|
|
$
|
92.5
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued self-insurance
|
$
|
27.7
|
|
|
$
|
26.0
|
|
Operating loss carryforwards
|
29.9
|
|
|
17.8
|
|
||
Compensation and benefits
|
17.7
|
|
|
20.7
|
|
||
Bad debt
|
3.1
|
|
|
5.0
|
|
||
Other
|
13.1
|
|
|
15.9
|
|
||
Valuation allowance
|
(0.3
|
)
|
|
(0.2
|
)
|
||
Total deferred tax assets
|
$
|
91.2
|
|
|
$
|
85.2
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
118.9
|
|
|
$
|
114.3
|
|
Goodwill
|
57.7
|
|
|
47.5
|
|
||
Other intangible assets
|
37.8
|
|
|
44.0
|
|
||
Gain on remeasurement of equity investee
|
11.2
|
|
|
11.2
|
|
||
Long-term contracts
|
18.8
|
|
|
28.7
|
|
||
Other
|
16.4
|
|
|
11.3
|
|
||
Total deferred tax liabilities
|
$
|
260.8
|
|
|
$
|
257.0
|
|
Net deferred tax liabilities
|
$
|
(169.6
|
)
|
|
$
|
(171.8
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Current deferred tax assets, net
|
$
|
19.2
|
|
|
$
|
31.7
|
|
Long-term deferred tax liabilities, net
|
(188.8
|
)
|
|
(203.5
|
)
|
||
Net deferred tax liabilities
|
$
|
(169.6
|
)
|
|
$
|
(171.8
|
)
|
|
For the Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
U.S. statutory federal rate applied to pretax income
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal benefit
|
(1.0
|
)
|
|
3.7
|
|
|
4.0
|
|
Foreign tax rate differential
|
(14.4
|
)
|
|
(1.3
|
)
|
|
(0.4
|
)
|
Non-deductible expenses
|
(13.5
|
)
|
|
3.4
|
|
|
2.4
|
|
Goodwill and intangible asset impairment
|
(17.7
|
)
|
|
0.0
|
|
|
0.0
|
|
Change in state tax rate
|
(3.6
|
)
|
|
(0.7
|
)
|
|
1.2
|
|
Domestic production activities deduction
|
(1.0
|
)
|
|
(1.6
|
)
|
|
(2.5
|
)
|
Other
|
(1.4
|
)
|
|
(0.1
|
)
|
|
(0.8
|
)
|
Valuation allowance for deferred tax assets
|
0.0
|
|
|
0.1
|
|
|
(0.4
|
)
|
Effective income tax rate
|
(17.6
|
)%
|
|
38.5
|
%
|
|
38.5
|
%
|
|
For the Years Ended December 31,
|
||||||||||
Revenue:
|
2015
|
|
2014
|
|
2013
|
||||||
Communications
(a)
|
$
|
1,973.2
|
|
|
$
|
2,041.0
|
|
|
$
|
1,962.6
|
|
Oil and Gas
|
1,495.1
|
|
|
1,731.4
|
|
|
1,628.8
|
|
|||
Electrical Transmission
|
341.5
|
|
|
471.9
|
|
|
428.8
|
|
|||
Power Generation and Industrial
|
381.6
|
|
|
357.0
|
|
|
294.3
|
|
|||
Other
|
24.1
|
|
|
14.7
|
|
|
12.3
|
|
|||
Eliminations
|
(7.2
|
)
|
|
(4.2
|
)
|
|
(2.0
|
)
|
|||
Consolidated revenue
|
$
|
4,208.3
|
|
|
$
|
4,611.8
|
|
|
$
|
4,324.8
|
|
(a)
|
Revenue generated primarily by utilities customers represented
10.6%
,
6.8%
and
6.9%
of Communications segment revenue for the years ended December 31,
2015
,
2014
and
2013
, respectively.
|
|
For the Years Ended December 31,
|
||||||||||
EBITDA - Continuing Operations:
|
2015
|
|
2014
|
|
2013
|
||||||
Communications
|
$
|
194.8
|
|
|
$
|
204.0
|
|
|
$
|
247.7
|
|
Oil and Gas
(a)
|
157.0
|
|
|
195.1
|
|
|
215.9
|
|
|||
Electrical Transmission
|
(71.3
|
)
|
|
45.0
|
|
|
41.2
|
|
|||
Power Generation and Industrial
|
8.8
|
|
|
14.2
|
|
|
(16.3
|
)
|
|||
Other
(b)
|
(18.8
|
)
|
|
(1.2
|
)
|
|
0.5
|
|
|||
Corporate
(c)
|
(120.5
|
)
|
|
(53.4
|
)
|
|
(61.4
|
)
|
|||
Consolidated EBITDA - Continuing operations
|
$
|
150.0
|
|
|
$
|
403.7
|
|
|
$
|
427.6
|
|
(a)
|
Oil and Gas EBITDA includes equity in losses from unconsolidated affiliates of
$3.6 million
and
$0.3 million
for the years ended December 31,
2015
and
2014
, respectively.
|
(b)
|
Other EBITDA includes equity in losses from unconsolidated affiliates of
$4.4 million
for the year ended December 31,
2015
.
|
(c)
|
Corporate EBITDA includes goodwill and intangible asset impairment of
$78.6 million
for the year ended December 31,
2015
.
|
|
For the Years Ended December 31,
|
||||||||||
Depreciation and Amortization:
|
2015
|
|
2014
|
|
2013
|
||||||
Communications
|
$
|
50.6
|
|
|
$
|
42.6
|
|
|
$
|
36.8
|
|
Oil and Gas
|
84.5
|
|
|
82.8
|
|
|
80.9
|
|
|||
Electrical Transmission
|
21.1
|
|
|
17.1
|
|
|
12.6
|
|
|||
Power Generation and Industrial
|
6.6
|
|
|
6.4
|
|
|
6.7
|
|
|||
Other
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
6.8
|
|
|
5.6
|
|
|
3.9
|
|
|||
Consolidated depreciation and amortization
|
$
|
169.7
|
|
|
$
|
154.5
|
|
|
$
|
140.9
|
|
|
As of December 31,
|
||||||||||
Assets:
|
2015
|
|
2014
|
|
2013
(a)
|
||||||
Communications
|
$
|
1,032.2
|
|
|
$
|
1,197.4
|
|
|
$
|
973.5
|
|
Oil and Gas
(b)
|
1,131.4
|
|
|
1,389.5
|
|
|
1,060.8
|
|
|||
Electrical Transmission
|
409.1
|
|
|
489.5
|
|
|
449.3
|
|
|||
Power Generation and Industrial
|
252.5
|
|
|
340.1
|
|
|
324.5
|
|
|||
Other
|
34.3
|
|
|
24.6
|
|
|
22.8
|
|
|||
Corporate
|
80.7
|
|
|
122.9
|
|
|
79.8
|
|
|||
Consolidated segment assets
|
$
|
2,940.2
|
|
|
$
|
3,564.0
|
|
|
$
|
2,910.7
|
|
(a)
|
Consolidated total assets were
$2,923.2 million
as of December 31, 2013, including assets of discontinued operations of
$12.5 million
.
|
(b)
|
Includes
$1.7 million
and
$2.7 million
, net, of investments in equity method investees as of December 31,
2015
and
2014
, respectively.
|
|
For the Years Ended December 31,
|
||||||||||
Capital Expenditures:
|
2015
|
|
2014
|
|
2013
|
||||||
Communications
|
$
|
25.8
|
|
|
$
|
23.4
|
|
|
$
|
25.1
|
|
Oil and Gas
|
38.1
|
|
|
44.2
|
|
|
67.4
|
|
|||
Electrical Transmission
|
13.0
|
|
|
25.8
|
|
|
17.6
|
|
|||
Power Generation and Industrial
|
3.5
|
|
|
6.7
|
|
|
5.7
|
|
|||
Other
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
3.8
|
|
|
9.2
|
|
|
10.3
|
|
|||
Consolidated capital expenditures
|
$
|
84.4
|
|
|
$
|
109.3
|
|
|
$
|
126.1
|
|
|
For the Years Ended December 31,
|
||||||||||
EBITDA Reconciliation:
|
2015
|
|
2014
|
|
2013
|
||||||
EBITDA - Continuing operations
|
$
|
150.0
|
|
|
$
|
403.7
|
|
|
$
|
427.6
|
|
Less:
|
|
|
|
|
|
||||||
Interest expense, net
|
(48.1
|
)
|
|
(50.8
|
)
|
|
(46.4
|
)
|
|||
Depreciation and amortization
|
(169.7
|
)
|
|
(154.5
|
)
|
|
(140.9
|
)
|
|||
(Loss) income from continuing operations before income taxes
|
$
|
(67.7
|
)
|
|
$
|
198.4
|
|
|
$
|
240.2
|
|
|
For the Years Ended December 31,
|
||||
|
2015
|
|
2014
|
|
2013
|
Customer:
|
|
|
|
|
|
AT&T (including DIRECTV®)
(a)(b)
|
32%
|
|
33%
|
|
32%
|
Enbridge, Inc.
(c)
|
1%
|
|
8%
|
|
18%
|
(a)
|
The Company’s relationship with AT&T is based upon multiple separate master service agreements, other service agreements and construction/installation contracts for AT&T’s (i) wireless, (ii) wireline/fiber, (iii) home security and automation businesses, and (iv) for DIRECTV® services, is based upon an agreement to provide installation and maintenance services. Revenue from AT&T is included in the Communications segment.
|
(b)
|
DIRECTV® was acquired by AT&T in July 2015. Revenue from DIRECTV® is presented on a combined basis with AT&T for all periods.
|
(c)
|
The Company's relationship with Enbridge, Inc. is based upon various construction contracts for pipeline activities. Revenue from Enbridge, Inc. is primarily included in the Oil and Gas segment.
|
|
For the 2015 Quarters Ended
|
|
For the 2014 Quarters Ended
|
||||||||||||||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
March 31
(b)
|
|
June 30
(b)
|
|
September 30
(b)
|
|
December 31
|
||||||||||||||||
Revenue
|
$
|
1,003.3
|
|
|
$
|
1,066.6
|
|
|
$
|
1,111.0
|
|
|
$
|
1,027.4
|
|
|
$
|
957.8
|
|
|
$
|
1,107.2
|
|
|
$
|
1,315.5
|
|
|
$
|
1,231.3
|
|
Costs of revenue, excluding depreciation and amortization
|
$
|
886.4
|
|
|
$
|
945.9
|
|
|
$
|
972.7
|
|
|
$
|
916.3
|
|
|
$
|
841.3
|
|
|
$
|
950.7
|
|
|
$
|
1,122.9
|
|
|
$
|
1,063.1
|
|
Net (loss) income from continuing operations
|
$
|
(6.4
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
7.4
|
|
|
$
|
(76.9
|
)
|
|
$
|
12.3
|
|
|
$
|
33.7
|
|
|
$
|
49.4
|
|
|
$
|
26.6
|
|
Net (loss) income attributable to
MasTec, Inc.
|
$
|
(6.3
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
7.6
|
|
|
$
|
(76.7
|
)
|
|
$
|
12.1
|
|
|
$
|
33.7
|
|
|
$
|
49.0
|
|
|
$
|
21.1
|
|
(Loss) earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
(a)
|
$
|
(0.08
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.16
|
|
|
$
|
0.43
|
|
|
$
|
0.60
|
|
|
$
|
0.33
|
|
Diluted
(a)
|
$
|
(0.08
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.14
|
|
|
$
|
0.39
|
|
|
$
|
0.57
|
|
|
$
|
0.32
|
|
(a)
|
Earnings per share calculations, including the sum of the individual quarterly earnings per share amounts to the full year earnings per share amounts, may contain slight summation differences due to rounding.
|
(b)
|
Reflects restated data as previously presented in the Company’s 2014 10-K. See Independent Investigation of the Audit Committee and Related Restatements in Note 1 - Business, Basis of Presentation and Significant Accounting Policies.
|
(i)
|
Goodwill and intangible asset impairment, pretax, totaling
$78.6 million
in the fourth quarter of 2015;
|
(ii)
|
WesTower acquisition integration costs, pretax, totaling
$8.8 million
,
$7.8 million
and
$1.2 million
in the first, second and third quarters of 2015, respectively, and
$5.3 million
in the fourth quarter of 2014;
|
(iii)
|
Audit Committee independent investigation related costs, pretax, totaling
$3.0 million
,
$7.5 million
,
$4.1 million
and
$2.8 million
in the first, second, third, and fourth quarters of 2015, respectively;
|
(iv)
|
Project losses on a Canadian wind project, pretax, totaling
$16.0 million
,
$1.6 million
and
$3.8 million
in the first, second, and third quarters of 2015, respectively;
|
(v)
|
Project losses on a proportionately consolidated non-controlled Canadian joint venture, pretax, totaling
$5.5 million
,
$2.8 million
and
$8.0 million
in the first, third, and fourth quarters of 2015, respectively;
|
(vi)
|
A court-mandated remediation settlement charge of
$12.2 million
, pretax, in the third quarter of 2015;
|
(vii)
|
Recognized unrealized losses on interest rate swaps incurred by our equity method investments in the Waha JVs, pretax, totaling
$4.4 million
in the fourth quarter of 2015; and
|
(viii)
|
Income tax expense of
$2.8 million
, primarily incurred in the second quarter of 2015, resulting from a tax law change in Alberta.
|
For the Year Ended December 31, 2015
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
3,527.0
|
|
|
$
|
689.7
|
|
|
$
|
(8.4
|
)
|
|
$
|
4,208.3
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
3,073.6
|
|
|
656.1
|
|
|
(8.4
|
)
|
|
3,721.3
|
|
|||||
Depreciation and amortization
|
—
|
|
|
130.6
|
|
|
39.0
|
|
|
—
|
|
|
169.7
|
|
|||||
Goodwill and intangible asset impairment
|
—
|
|
|
—
|
|
|
78.6
|
|
|
—
|
|
|
78.6
|
|
|||||
General and administrative expenses
|
2.1
|
|
|
235.4
|
|
|
28.4
|
|
|
—
|
|
|
265.9
|
|
|||||
Interest expense, net
|
—
|
|
|
42.8
|
|
|
5.3
|
|
|
—
|
|
|
48.1
|
|
|||||
Other income, net
|
—
|
|
|
(6.2
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(7.5
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
$
|
(2.1
|
)
|
|
$
|
50.8
|
|
|
$
|
(116.4
|
)
|
|
$
|
—
|
|
|
$
|
(67.7
|
)
|
Benefit from (provision for) income taxes
|
1.1
|
|
|
(27.1
|
)
|
|
14.1
|
|
|
—
|
|
|
(12.0
|
)
|
|||||
Net (loss) income from continuing operations
|
$
|
(1.0
|
)
|
|
$
|
23.7
|
|
|
$
|
(102.3
|
)
|
|
$
|
—
|
|
|
$
|
(79.7
|
)
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in income (loss) from subsidiaries, net of tax
|
(78.1
|
)
|
|
—
|
|
|
—
|
|
|
78.1
|
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(79.1
|
)
|
|
$
|
23.7
|
|
|
$
|
(102.3
|
)
|
|
$
|
78.1
|
|
|
$
|
(79.7
|
)
|
Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Net (loss) income attributable to MasTec, Inc.
|
$
|
(79.1
|
)
|
|
$
|
23.7
|
|
|
$
|
(101.7
|
)
|
|
$
|
78.1
|
|
|
$
|
(79.1
|
)
|
Comprehensive (loss) income
|
$
|
(117.5
|
)
|
|
$
|
23.7
|
|
|
$
|
(140.7
|
)
|
|
$
|
116.5
|
|
|
$
|
(118.1
|
)
|
For the Year Ended December 31, 2014
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
3,768.4
|
|
|
$
|
847.7
|
|
|
$
|
(4.3
|
)
|
|
$
|
4,611.8
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
3,226.2
|
|
|
756.1
|
|
|
(4.3
|
)
|
|
3,978.0
|
|
|||||
Depreciation and amortization
|
—
|
|
|
119.3
|
|
|
35.2
|
|
|
—
|
|
|
154.5
|
|
|||||
General and administrative expenses
|
2.5
|
|
|
208.5
|
|
|
27.3
|
|
|
—
|
|
|
238.3
|
|
|||||
Interest expense, net
|
—
|
|
|
47.8
|
|
|
3.0
|
|
|
—
|
|
|
50.8
|
|
|||||
Other income, net
|
—
|
|
|
(1.9
|
)
|
|
(6.3
|
)
|
|
—
|
|
|
(8.2
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
$
|
(2.5
|
)
|
|
$
|
168.5
|
|
|
$
|
32.4
|
|
|
$
|
—
|
|
|
$
|
198.4
|
|
Benefit from (provision for) income taxes
|
1.0
|
|
|
(70.6
|
)
|
|
(6.8
|
)
|
|
—
|
|
|
(76.4
|
)
|
|||||
Net (loss) income from continuing operations
|
$
|
(1.5
|
)
|
|
$
|
97.9
|
|
|
$
|
25.6
|
|
|
$
|
—
|
|
|
$
|
122.0
|
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Equity in income from subsidiaries, net of tax
|
117.4
|
|
|
—
|
|
|
—
|
|
|
(117.4
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
115.9
|
|
|
$
|
97.9
|
|
|
$
|
19.1
|
|
|
$
|
(117.4
|
)
|
|
$
|
115.5
|
|
Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Net income (loss) attributable to MasTec, Inc.
|
$
|
115.9
|
|
|
$
|
97.9
|
|
|
$
|
19.5
|
|
|
$
|
(117.4
|
)
|
|
$
|
115.9
|
|
Comprehensive income (loss)
|
$
|
95.2
|
|
|
$
|
97.9
|
|
|
$
|
(1.6
|
)
|
|
$
|
(96.7
|
)
|
|
$
|
94.8
|
|
For the Year Ended December 31, 2013
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
3,903.8
|
|
|
$
|
425.6
|
|
|
$
|
(4.6
|
)
|
|
$
|
4,324.8
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
3,321.3
|
|
|
365.7
|
|
|
(4.6
|
)
|
|
3,682.4
|
|
|||||
Depreciation and amortization
|
—
|
|
|
120.1
|
|
|
20.8
|
|
|
—
|
|
|
140.9
|
|
|||||
General and administrative expenses
|
2.1
|
|
|
184.6
|
|
|
28.7
|
|
|
—
|
|
|
215.4
|
|
|||||
Interest expense, net
|
—
|
|
|
45.5
|
|
|
0.9
|
|
|
—
|
|
|
46.4
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|||||
Other income, net
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
$
|
(2.1
|
)
|
|
$
|
232.8
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
240.2
|
|
Benefit from (provision for) income taxes
|
0.8
|
|
|
(91.9
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(92.5
|
)
|
|||||
Net (loss) income from continuing operations
|
$
|
(1.3
|
)
|
|
$
|
140.9
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
147.7
|
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Equity in income from subsidiaries, net of tax
|
142.2
|
|
|
—
|
|
|
—
|
|
|
(142.2
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
140.9
|
|
|
$
|
140.9
|
|
|
$
|
1.6
|
|
|
$
|
(142.2
|
)
|
|
$
|
141.2
|
|
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Net income (loss) attributable to MasTec, Inc.
|
$
|
140.9
|
|
|
$
|
140.9
|
|
|
$
|
1.3
|
|
|
$
|
(142.2
|
)
|
|
$
|
141.0
|
|
Comprehensive income (loss)
|
$
|
133.1
|
|
|
$
|
140.9
|
|
|
$
|
(6.2
|
)
|
|
$
|
(134.4
|
)
|
|
$
|
133.4
|
|
As of December 31, 2015
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
—
|
|
|
$
|
930.5
|
|
|
$
|
202.4
|
|
|
$
|
—
|
|
|
$
|
1,132.9
|
|
Property and equipment, net
|
—
|
|
|
448.2
|
|
|
110.5
|
|
|
—
|
|
|
558.7
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
1,047.4
|
|
|
140.5
|
|
|
—
|
|
|
1,187.9
|
|
|||||
Investments in and advances to consolidated affiliates, net
|
930.3
|
|
|
103.7
|
|
|
50.6
|
|
|
(1,084.6
|
)
|
|
—
|
|
|||||
Other long-term assets
|
9.3
|
|
|
34.1
|
|
|
17.3
|
|
|
—
|
|
|
60.7
|
|
|||||
Total assets
|
$
|
939.6
|
|
|
$
|
2,563.9
|
|
|
$
|
521.3
|
|
|
$
|
(1,084.6
|
)
|
|
$
|
2,940.2
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
—
|
|
|
$
|
633.2
|
|
|
$
|
119.6
|
|
|
$
|
—
|
|
|
$
|
752.8
|
|
Long-term debt
|
—
|
|
|
912.7
|
|
|
32.8
|
|
|
—
|
|
|
945.5
|
|
|||||
Other long-term liabilities
|
—
|
|
|
275.5
|
|
|
23.0
|
|
|
—
|
|
|
298.5
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
1,821.4
|
|
|
$
|
175.4
|
|
|
$
|
—
|
|
|
$
|
1,996.8
|
|
Total equity
|
$
|
939.6
|
|
|
$
|
742.5
|
|
|
$
|
345.9
|
|
|
$
|
(1,084.6
|
)
|
|
$
|
943.4
|
|
Total liabilities and equity
|
$
|
939.6
|
|
|
$
|
2,563.9
|
|
|
$
|
521.3
|
|
|
$
|
(1,084.6
|
)
|
|
$
|
2,940.2
|
|
As of December 31, 2014
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
—
|
|
|
$
|
1,249.6
|
|
|
$
|
282.2
|
|
|
$
|
—
|
|
|
$
|
1,531.8
|
|
Property and equipment, net
|
—
|
|
|
472.6
|
|
|
150.5
|
|
|
—
|
|
|
623.1
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
1,068.3
|
|
|
264.5
|
|
|
—
|
|
|
1,332.8
|
|
|||||
Investments in and advances to consolidated affiliates, net
|
1,134.4
|
|
|
—
|
|
|
123.0
|
|
|
(1,257.4
|
)
|
|
—
|
|
|||||
Other long-term assets
|
9.3
|
|
|
28.7
|
|
|
38.3
|
|
|
—
|
|
|
76.3
|
|
|||||
Total assets
|
$
|
1,143.7
|
|
|
$
|
2,819.2
|
|
|
$
|
858.5
|
|
|
$
|
(1,257.4
|
)
|
|
$
|
3,564.0
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
—
|
|
|
$
|
777.4
|
|
|
$
|
203.4
|
|
|
$
|
—
|
|
|
$
|
980.8
|
|
Long-term debt
|
—
|
|
|
1,027.3
|
|
|
33.9
|
|
|
—
|
|
|
1,061.2
|
|
|||||
Advances from consolidated affiliates, net
|
—
|
|
|
70.7
|
|
|
—
|
|
|
(70.7
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
239.3
|
|
|
134.6
|
|
|
—
|
|
|
373.9
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
2,114.7
|
|
|
$
|
371.9
|
|
|
$
|
(70.7
|
)
|
|
$
|
2,415.9
|
|
Total equity
|
$
|
1,143.7
|
|
|
$
|
704.5
|
|
|
$
|
486.6
|
|
|
$
|
(1,186.7
|
)
|
|
$
|
1,148.1
|
|
Total liabilities and equity
|
$
|
1,143.7
|
|
|
$
|
2,819.2
|
|
|
$
|
858.5
|
|
|
$
|
(1,257.4
|
)
|
|
$
|
3,564.0
|
|
For the Year Ended December 31, 2015
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
0.9
|
|
|
$
|
426.7
|
|
|
$
|
(60.2
|
)
|
|
$
|
—
|
|
|
$
|
367.4
|
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(71.9
|
)
|
|
(12.5
|
)
|
|
—
|
|
|
(84.4
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
10.5
|
|
|
3.4
|
|
|
—
|
|
|
13.9
|
|
|||||
Payments for investments, net
|
(1.9
|
)
|
|
—
|
|
|
(56.2
|
)
|
|
—
|
|
|
(58.1
|
)
|
|||||
Net cash used in investing activities
|
$
|
(1.9
|
)
|
|
$
|
(61.5
|
)
|
|
$
|
(65.3
|
)
|
|
$
|
—
|
|
|
$
|
(128.7
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from credit facilities
|
—
|
|
|
1,097.3
|
|
|
605.1
|
|
|
—
|
|
|
1,702.4
|
|
|||||
Repayments of credit facilities
|
—
|
|
|
(1,154.4
|
)
|
|
(587.8
|
)
|
|
—
|
|
|
(1,742.2
|
)
|
|||||
Repayments of other borrowings and capital lease obligations
|
—
|
|
|
(54.3
|
)
|
|
(16.6
|
)
|
|
—
|
|
|
(70.9
|
)
|
|||||
Repurchase of common stock
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100.0
|
)
|
|||||
Proceeds from stock-based awards, net of tax withholdings
|
2.7
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Payments of acquisition-related contingent consideration
|
—
|
|
|
(37.3
|
)
|
|
(10.2
|
)
|
|
—
|
|
|
(47.5
|
)
|
|||||
Payments of financing costs
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||||
Net financing activities and advances (to) from consolidated affiliates
|
98.3
|
|
|
(226.8
|
)
|
|
128.5
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
$
|
1.0
|
|
|
$
|
(378.9
|
)
|
|
$
|
119.0
|
|
|
$
|
—
|
|
|
$
|
(258.9
|
)
|
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$
|
—
|
|
|
$
|
(13.7
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
—
|
|
|
$
|
(19.1
|
)
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
18.5
|
|
|
5.6
|
|
|
—
|
|
|
24.1
|
|
|||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
For the Year Ended December 31, 2014
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(0.5
|
)
|
|
$
|
251.9
|
|
|
$
|
71.6
|
|
|
$
|
—
|
|
|
$
|
323.0
|
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(222.7
|
)
|
|
(122.9
|
)
|
|
—
|
|
|
(345.6
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(84.8
|
)
|
|
(24.5
|
)
|
|
—
|
|
|
(109.3
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
14.3
|
|
|
2.4
|
|
|
—
|
|
|
16.7
|
|
|||||
Payments for investments, net
|
(1.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Net cash used in investing activities
|
$
|
(1.0
|
)
|
|
$
|
(293.3
|
)
|
|
$
|
(145.0
|
)
|
|
$
|
—
|
|
|
$
|
(439.3
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from credit facilities
|
—
|
|
|
1,894.4
|
|
|
491.6
|
|
|
—
|
|
|
2,386.0
|
|
|||||
Repayments of credit facilities
|
—
|
|
|
(1,410.0
|
)
|
|
(529.6
|
)
|
|
—
|
|
|
(1,939.6
|
)
|
|||||
Repayments of senior convertible notes
|
—
|
|
|
(202.3
|
)
|
|
—
|
|
|
—
|
|
|
(202.3
|
)
|
|||||
Repayments of other borrowings and capital lease obligations
|
—
|
|
|
(39.0
|
)
|
|
(28.3
|
)
|
|
—
|
|
|
(67.3
|
)
|
|||||
Proceeds from stock-based awards, net of tax withholdings
|
3.8
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||
Payments of acquisition-related contingent consideration
|
—
|
|
|
(60.3
|
)
|
|
—
|
|
|
—
|
|
|
(60.3
|
)
|
|||||
Payments of financing costs
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||||
Net financing activities and advances (to) from consolidated affiliates
|
(2.3
|
)
|
|
(126.7
|
)
|
|
129.0
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
$
|
1.5
|
|
|
$
|
54.5
|
|
|
$
|
62.7
|
|
|
$
|
—
|
|
|
$
|
118.7
|
|
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$
|
—
|
|
|
$
|
13.1
|
|
|
$
|
(12.0
|
)
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
5.4
|
|
|
17.6
|
|
|
—
|
|
|
23.0
|
|
|||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
18.5
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
24.1
|
|
For the Year Ended December 31, 2013
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(1.7
|
)
|
|
$
|
174.1
|
|
|
$
|
28.0
|
|
|
$
|
—
|
|
|
$
|
200.4
|
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(45.0
|
)
|
|
(103.6
|
)
|
|
—
|
|
|
(148.6
|
)
|
|||||
Proceeds from disposal of business, net of cash divested
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(114.4
|
)
|
|
(11.9
|
)
|
|
—
|
|
|
(126.3
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
14.7
|
|
|
1.2
|
|
|
—
|
|
|
15.9
|
|
|||||
Payments for investments, net
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||||
Net cash used in investing activities
|
$
|
(1.2
|
)
|
|
$
|
(147.7
|
)
|
|
$
|
(114.3
|
)
|
|
$
|
—
|
|
|
$
|
(263.2
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from credit facilities
|
—
|
|
|
961.6
|
|
|
187.4
|
|
|
—
|
|
|
1,149.0
|
|
|||||
Repayments of credit facilities
|
—
|
|
|
(1,042.2
|
)
|
|
(207.4
|
)
|
|
—
|
|
|
(1,249.6
|
)
|
|||||
Proceeds from senior notes, net
|
—
|
|
|
250.0
|
|
|
—
|
|
|
—
|
|
|
250.0
|
|
|||||
Repayments of other borrowings and capital lease obligations
|
—
|
|
|
(69.1
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(70.7
|
)
|
|||||
Proceeds from stock-based awards, net of tax withholdings
|
9.9
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|||||
Payments of acquisition-related contingent consideration
|
—
|
|
|
(16.7
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(18.7
|
)
|
|||||
Payments of financing costs, including call premiums on extinguishment of debt
|
—
|
|
|
(13.7
|
)
|
|
—
|
|
|
—
|
|
|
(13.7
|
)
|
|||||
Net financing activities and advances (to) from consolidated affiliates
|
(7.0
|
)
|
|
(106.4
|
)
|
|
113.4
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
$
|
2.9
|
|
|
$
|
(33.7
|
)
|
|
$
|
89.8
|
|
|
$
|
—
|
|
|
$
|
59.0
|
|
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
0.0
|
|
|
—
|
|
|
0.0
|
|
|||||
Net (decrease) increase in cash and cash equivalents
|
$
|
—
|
|
|
$
|
(7.3
|
)
|
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
(3.8
|
)
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
12.7
|
|
|
14.1
|
|
|
—
|
|
|
26.8
|
|
|||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
17.6
|
|
|
$
|
—
|
|
|
$
|
22.9
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
(i)
|
the revision of the MasTec Revenue Recognition Policy (the “MasTec Policy”) with more detailed guidance on cost estimate procedures, project cost reserves and other aspects of percentage-of-completion accounting;
|
(ii)
|
increased documentation requirements for significant judgments made in relation to cost-to-complete estimates, including documentation of major assumptions, discussions and factors considered in making those decisions;
|
(iii)
|
corporate reviews of significant project variances and inspection of documentation to determine that changes are in accordance with the MasTec Policy and have appropriate rationale and sufficient supporting documentation, including additional staffing for such reviews; and
|
(iv)
|
enhanced procedures at the service line with on-going temporary corporate oversight and review of the cost-to-complete estimates for major high risk jobs;
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants and Rights
|
|
(b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
(c)
Number of Securities
Remaining Available for
Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
|||||
Equity compensation plans approved by security holders
|
202,700
|
|
|
$
|
13.06
|
|
|
|
4,795,339
|
|
(1)
|
|
Equity compensation plans not approved by security holders
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
|
||
Total
|
202,700
|
|
|
|
|
|
4,795,339
|
|
|
(1)
|
Under the 2013 Incentive Plan,
3,600,674
shares were available for issuance as of
December 31, 2015
. Under the 2011 ESPP and 2013 Bargaining Units ESPP,
214,180
shares and
980,485
shares, respectively, were available for issuance as of
December 31, 2015
. In January 2016, an additional 1,000,000 shares became available for grant under the 2011 ESPP.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
(a)
|
1.
Financial Statements
– the consolidated financial statements and the reports of the Independent Registered Public Accounting firms are listed on pages 49 through 92.
|
Exhibits
|
|
Description (1)
|
3.1
|
|
Composite Articles of Incorporation of MasTec, Inc. filed as Exhibit 3.1 to our Annual Report on Form 10-K filed with the SEC on February 25, 2010 and incorporated by reference herein.
|
3.2
|
|
Amended and Restated By-laws of MasTec, Inc., amended and restated as of January 22, 2010, filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
|
4.1
|
|
Indenture, dated June 5, 2009, by and among MasTec, Inc., MasTec Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee filed as Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on June 5, 2009 and incorporated by reference herein.
|
4.2
|
|
Fifth Supplemental Indenture, dated as of March 18, 2013, by and among MasTec, Inc., MasTec, Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on March 18, 2013 and incorporated by reference herein.
|
4.3
|
|
Sixth Supplemental Indenture, dated as of September 30, 2013, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
4.4
|
|
Seventh Supplemental Indenture, dated as of November 11, 2013, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.12 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
4.5
|
|
Eighth Supplemental Indenture, dated as of March 12, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.6
|
|
Ninth Supplemental Indenture, dated as of April 30, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.7
|
|
Tenth Supplemental Indenture, dated as of July 10, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.8
|
|
Eleventh Supplemental Indenture, dated as of August 8, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 30, 2014 and incorporated by reference herein.
|
4.9
|
|
Twelfth Supplemental Indenture, dated as of December 8, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.9 to our Annual Report on Form 10-K filed with the SEC on July 31, 2015 and incorporated by reference herein.
|
4.10
|
|
Thirteenth Supplemental Indenture, dated as of April 10, 2015, by and among MasTec, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2015 and incorporated by reference herein.
|
4.11*
|
|
Fourteenth Supplemental Indenture, dated as of January 7, 2016, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee.
|
10.1+
|
|
MasTec, Inc. Deferred Compensation Plan, effective as of June 1, 2008, filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on April 4, 2008 and incorporated by reference herein.
|
10.2+
|
|
Employment Agreement, effective as of January 1, 2010, between MasTec, Inc. and Robert Apple filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
|
10.3+
|
|
MasTec, Inc. 2011 Employee Stock Purchase Plan filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 23, 2011 and incorporated by reference herein.
|
10.4
|
|
Agreement and Plan of Merger, dated as of November 16, 2010, by and among MasTec, Inc., EC Source Services, LLC and the other parties thereto, filed as Exhibit 10.44 to our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2011 and incorporated by reference herein.
|
10.5+
|
|
Amendment to the MasTec, Inc. 2011 Employee Stock Purchase Plan, filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on August 3, 2011 and incorporated by reference herein.
|
10.6
|
|
Third Amended and Restated Credit Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto, filed as Exhibit 10.29 to our Annual Report on Form 10-K/A, filed on June 22, 2012, and incorporated by reference herein.
|
10.7
|
|
Consolidated, Amended and Restated Subsidiary Guaranty Agreement, dated as of August 22, 2011, by and among the Guarantors party thereto and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.8
|
|
Security Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.9
|
|
Fourth Amended, Restated and Consolidated Pledge Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.10
|
|
MasTec, Inc. Annual Incentive Plan for Executive Officers Plan, filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 29, 2012, and incorporated by reference herein.
|
10.11+
|
|
Employment Agreement, dated April 18, 2007, by and between MasTec, Inc. and Jose R. Mas, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 20, 2007 and incorporated by reference herein.
|
10.12+
|
|
Employment Agreement, dated as of January 1, 2008, by and between MasTec, Inc. and Alberto de Cardenas, filed as Exhibit 10.53 to our Annual Report on Form 10-K filed with the SEC on February 28, 2008 and incorporated by reference herein.
|
10.13+
|
|
Split-Dollar Agreement, dated as of October 16, 2013, by and among MasTec, Inc., Jorge Mas, and Jose Ramon Mas and Juan Carlos Mas, as Trustees of the Jorge Mas Irrevocable Trust, dated June 1, 2012, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 31, 2013 and incorporated by reference herein.
|
10.14
|
|
Amendment No. 1 to Credit Agreement and Amendment No. 1 to Subsidiary Guaranty, dated as of October 29, 2013, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors party thereto, filed as Exhibit 10.30 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.15+
|
|
MasTec, Inc. Bargaining Units ESPP, filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 29, 2012 and incorporated by reference herein.
|
10.16+
|
|
MasTec, Inc. 2013 Incentive Compensation Plan, filed with the SEC on April 10, 2013 as Annex B to our Definitive Proxy Statement on Schedule 14A and incorporated by reference herein.
|
10.17+
|
|
Form of Employee Stock Option Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.33 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.18+
|
|
Form of Employee Restricted Stock Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.34 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.19+
|
|
Form of Non-Employee Stock Option Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.35 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.20+
|
|
Form of Non-Employee Restricted Stock Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.36 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.21+
|
|
Amended and Restated Employment Agreement by and between MasTec, Inc. and C. Robert Campbell, dated January 23, 2014, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 24, 2014 and incorporated by reference herein.
|
10.22+
|
|
Employment Agreement by and between MasTec, Inc. and George Pita, dated January 23, 2014, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 24, 2014 and incorporated by reference herein.
|
10.23+
|
|
Split-Dollar Agreement between MasTec, Inc. and José Mas dated August 11, 2014, filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
10.24
|
|
Amendment No. 2 to Credit Agreement, dated as of June 25, 2014, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors party thereto, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
10.25
|
|
Amendment No. 4 to Credit Agreement, dated as of November 21, 2014, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors Party thereto, filed as Exhibit 10.36 to our Annual Report on Form 10-K filed with the SEC on July 31, 2015 and incorporated by reference herein.
|
10.26+
|
|
Deferred Fee Plan for Directors dated December 19, 2005, filed as Exhibit 10.38 to our Form 8-K filed with the SEC on December 23, 2005 and incorporated by reference herein.
|
12.1*
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
|
21*
|
|
Subsidiaries of MasTec, Inc.
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1*
|
|
Certifications required by Section 302(b) of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certifications required by Section 302(b) of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
|
Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
|
Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
(1)
|
SEC file number for all Securities Exchange Act reports referenced in the exhibit list is 001 - 08106.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Management contract or compensation plan arrangement.
|
|
Balance at
Beginning
of Period
|
|
Charges to Cost and Expense
|
|
(Deductions)
|
|
Balance at
End of
Period
|
||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
13.9
|
|
|
$
|
2.1
|
|
(a)
|
$
|
(8.3
|
)
|
(b)
|
$
|
7.7
|
|
Costs and earnings in excess of billings allowance
|
12.5
|
|
|
—
|
|
(a)
|
(5.6
|
)
|
(b)
|
6.9
|
|
||||
Inventory valuation reserve
|
6.4
|
|
|
—
|
|
(c)
|
(3.6
|
)
|
(d)
|
2.8
|
|
||||
Valuation allowance for deferred tax assets
|
0.2
|
|
|
0.1
|
|
(e)
|
—
|
|
(f)
|
0.3
|
|
||||
Total
|
$
|
33.0
|
|
|
$
|
2.2
|
|
|
$
|
(17.5
|
)
|
|
$
|
17.7
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
15.7
|
|
|
$
|
1.8
|
|
(a)
|
$
|
(3.6
|
)
|
(b)
|
$
|
13.9
|
|
Costs and earnings in excess of billings allowance
|
10.4
|
|
|
2.1
|
|
(a)
|
—
|
|
(b)
|
12.5
|
|
||||
Inventory valuation reserve
|
2.6
|
|
|
3.8
|
|
(c)
|
—
|
|
(d)
|
6.4
|
|
||||
Valuation allowance for deferred tax assets
|
0.1
|
|
|
0.1
|
|
(e)
|
—
|
|
(f)
|
0.2
|
|
||||
Total
|
$
|
28.8
|
|
|
$
|
7.8
|
|
|
$
|
(3.6
|
)
|
|
$
|
33.0
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
11.3
|
|
|
$
|
6.1
|
|
(a)
|
$
|
(1.7
|
)
|
(b)
|
$
|
15.7
|
|
Costs and earnings in excess of billings allowance
|
1.7
|
|
|
8.7
|
|
(a)
|
—
|
|
(b)
|
10.4
|
|
||||
Inventory valuation reserve
|
2.0
|
|
|
2.0
|
|
(c)
|
(1.4
|
)
|
(d)
|
2.6
|
|
||||
Valuation allowance for deferred tax assets
|
2.0
|
|
|
0.2
|
|
(e)
|
(2.1
|
)
|
(f)
|
0.1
|
|
||||
Total
|
$
|
17.0
|
|
|
$
|
17.0
|
|
|
$
|
(5.2
|
)
|
|
$
|
28.8
|
|
(a)
|
Provisions for doubtful accounts and costs and earnings in excess of billings.
|
(b)
|
Write-offs and reversals of uncollectible accounts receivable and non-billable costs and earnings in excess of billings.
|
(c)
|
Provision for inventory obsolescence.
|
(d)
|
Inventory write-offs.
|
(e)
|
Increase in the foreign tax loss carryforwards.
|
(f)
|
Utilization of tax loss carryforwards and other tax benefits.
|
|
MASTEC, INC.
|
|
|
|
/s/
JOSÉ R. MAS
|
|
José R. Mas
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ GEORGE L. PITA
|
|
George L. Pita
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
/s/ JORGE MAS
|
Chairman of the Board of Directors
|
Jorge Mas
|
|
|
|
/s/ JOSÉ R. MAS
|
Chief Executive Officer and Director
|
José R. Mas
|
(Principal Executive Officer)
|
|
|
/s/ GEORGE L. PITA
|
Chief Financial Officer
|
George L. Pita
|
(Principal Financial and Accounting Officer)
|
|
|
/s/ ERNST N. CSISZAR
|
Director
|
Ernst N. Csiszar
|
|
|
|
/s/ ROBERT J. DWYER
|
Director
|
Robert J. Dwyer
|
|
|
|
/s/ JOHN VAN HEUVELEN
|
Director
|
John Van Heuvelen
|
|
|
|
/s/ FRANK E. JAUMOT
|
Director
|
Frank E. Jaumot
|
|
|
|
/s/ JULIA L. JOHNSON
|
Director
|
Julia L. Johnson
|
|
|
|
/s/ JAVIER PALOMAREZ
|
Director
|
Javier Palomarez
|
|
|
|
/s/ JOSÉ S. SORZANO
|
Director
|
José S. Sorzano
|
|
|
|
Exhibits
|
|
Description (1)
|
3.1
|
|
Composite Articles of Incorporation of MasTec, Inc. filed as Exhibit 3.1 to our Annual Report on Form 10-K filed with the SEC on February 25, 2010 and incorporated by reference herein.
|
3.2
|
|
Amended and Restated By-laws of MasTec, Inc., amended and restated as of January 22, 2010, filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
|
4.1
|
|
Indenture, dated June 5, 2009, by and among MasTec, Inc., MasTec Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee filed as Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on June 5, 2009 and incorporated by reference herein.
|
4.2
|
|
Fifth Supplemental Indenture, dated as of March 18, 2013, by and among MasTec, Inc., MasTec, Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on March 18, 2013 and incorporated by reference herein.
|
4.3
|
|
Sixth Supplemental Indenture, dated as of September 30, 2013, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
4.4
|
|
Seventh Supplemental Indenture, dated as of November 11, 2013, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.12 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
4.5
|
|
Eighth Supplemental Indenture, dated as of March 12, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.6
|
|
Ninth Supplemental Indenture, dated as of April 30, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.7
|
|
Tenth Supplemental Indenture, dated as of July 10, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.8
|
|
Eleventh Supplemental Indenture, dated as of August 8, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 30, 2014 and incorporated by reference herein.
|
4.9
|
|
Twelfth Supplemental Indenture, dated as of December 8, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.9 to our Annual Report on Form 10-K filed with the SEC on July 31, 2015 and incorporated by reference herein.
|
4.10
|
|
Thirteenth Supplemental Indenture, dated as of April 10, 2015, by and among MasTec, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2015 and incorporated by reference herein.
|
4.11*
|
|
Fourteenth Supplemental Indenture, dated as of January 7, 2016, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee.
|
10.1+
|
|
MasTec, Inc. Deferred Compensation Plan, effective as of June 1, 2008, filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on April 4, 2008 and incorporated by reference herein.
|
10.2+
|
|
Employment Agreement, effective as of January 1, 2010, between MasTec, Inc. and Robert Apple filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
|
10.3+
|
|
MasTec, Inc. 2011 Employee Stock Purchase Plan filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 23, 2011 and incorporated by reference herein.
|
10.4
|
|
Agreement and Plan of Merger, dated as of November 16, 2010, by and among MasTec, Inc., EC Source Services, LLC and the other parties thereto, filed as Exhibit 10.44 to our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2011 and incorporated by reference herein.
|
10.5+
|
|
Amendment to the MasTec, Inc. 2011 Employee Stock Purchase Plan, filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on August 3, 2011 and incorporated by reference herein.
|
10.6
|
|
Third Amended and Restated Credit Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto, filed as Exhibit 10.29 to our Annual Report on Form 10-K/A, filed on June 22, 2012, and incorporated by reference herein.
|
10.7
|
|
Consolidated, Amended and Restated Subsidiary Guaranty Agreement, dated as of August 22, 2011, by and among the Guarantors party thereto and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.8
|
|
Security Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.9
|
|
Fourth Amended, Restated and Consolidated Pledge Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.10
|
|
MasTec, Inc. Annual Incentive Plan for Executive Officers Plan, filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 29, 2012, and incorporated by reference herein.
|
10.11+
|
|
Employment Agreement, dated April 18, 2007, by and between MasTec, Inc. and José R. Mas, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 20, 2007 and incorporated by reference herein.
|
10.12+
|
|
Employment Agreement, dated as of January 1, 2008, by and between MasTec, Inc. and Alberto de Cardenas, filed as Exhibit 10.53 to our Annual Report on Form 10-K filed with the SEC on February 28, 2008 and incorporated by reference herein.
|
10.13+
|
|
Split-Dollar Agreement, dated as of October 16, 2013, by and among MasTec, Inc., Jorge Mas, and José Ramon Mas and Juan Carlos Mas, as Trustees of the Jorge Mas Irrevocable Trust, dated June 1, 2012, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 31, 2013 and incorporated by reference herein.
|
10.14
|
|
Amendment No. 1 to Credit Agreement and Amendment No. 1 to Subsidiary Guaranty, dated as of October 29, 2013, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors party thereto, filed as Exhibit 10.30 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.15+
|
|
MasTec, Inc. Bargaining Units ESPP, filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 29, 2012 and incorporated by reference herein.
|
10.16+
|
|
MasTec, Inc. 2013 Incentive Compensation Plan, filed with the SEC on April 10, 2013 as Annex B to our Definitive Proxy Statement on Schedule 14A and incorporated by reference herein.
|
10.17+
|
|
Form of Employee Stock Option Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.33 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.18+
|
|
Form of Employee Restricted Stock Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.34 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.19+
|
|
Form of Non-Employee Stock Option Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.35 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.20+
|
|
Form of Non-Employee Restricted Stock Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.36 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.21+
|
|
Amended and Restated Employment Agreement by and between MasTec, Inc. and C. Robert Campbell, dated January 23, 2014, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 24, 2014 and incorporated by reference herein.
|
10.22+
|
|
Employment Agreement by and between MasTec, Inc. and George Pita, dated January 23, 2014, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 24, 2014 and incorporated by reference herein.
|
10.23+
|
|
Split-Dollar Agreement between MasTec, Inc. and José Mas dated August 11, 2014, filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
10.24
|
|
Amendment No. 2 to Credit Agreement, dated as of June 25, 2014, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors party thereto, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
10.25
|
|
Amendment No. 4 to Credit Agreement, dated as of November 21, 2014, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors Party thereto, filed as Exhibit 10.36 to our Annual Report on Form 10-K filed with the SEC on July 31, 2015 and incorporated by reference herein.
|
10.26+
|
|
Deferred Fee Plan for Directors dated December 19, 2005, filed as Exhibit 10.38 to our Form 8-K filed with the SEC on December 23, 2005 and incorporated by reference herein.
|
12.1*
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
|
21*
|
|
Subsidiaries of MasTec, Inc.
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1*
|
|
Certifications required by Section 302(b) of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certifications required by Section 302(b) of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
|
Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
|
Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
(1)
|
SEC file number for all Securities Exchange Act reports referenced in the exhibit list is 001 - 08106.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Management contract or compensation plan arrangement.
|
1.
|
Defined Terms
. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
Agreement to Guarantee
. The New Guarantor hereby expressly assumes all of the obligations of the Merging Guarantor under the Merging Guarantor’s Note Guarantee and the Indenture, and agrees to becomes a party to the Indenture, to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
|
3.
|
No Recourse against Others
. No recourse for the payment of the principal of, premium, if any, or interest on any of the notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of any obligor in this Indenture, or in any of the Notes or Guarantees or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Company or of any Subsidiary or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.
|
4.
|
Notices
. All notices or other communications to the New Guarantor shall be given as provided in Section 13.02 of the Fifth Supplemental Indenture.
|
5.
|
Ratification of Indenture; Supplemental Indentures Part of Indenture
. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
|
6.
|
Governing Law
.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
|
7.
|
Trustee Makes No Representation
. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
|
8.
|
Counterparts
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
9.
|
Effect of Headings
. The Section headings herein are for convenience only and shall not effect the construction thereof.
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations before income taxes
|
$
|
(67,746
|
)
|
|
$
|
198,430
|
|
|
$
|
240,214
|
|
|
$
|
192,719
|
|
|
$
|
159,280
|
|
Add: Fixed charges
|
141,403
|
|
|
138,618
|
|
|
131,281
|
|
|
111,949
|
|
|
91,259
|
|
|||||
Less: Undistributed (losses) earnings from equity method investees
|
(7,978
|
)
|
|
(269
|
)
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Total earnings
|
$
|
81,635
|
|
|
$
|
337,317
|
|
|
$
|
371,495
|
|
|
$
|
304,668
|
|
|
$
|
250,500
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
48,729
|
|
|
$
|
50,898
|
|
|
$
|
46,804
|
|
|
$
|
37,784
|
|
|
$
|
35,006
|
|
Estimate of interest expense within rental expense
|
92,674
|
|
|
87,720
|
|
|
84,477
|
|
|
74,165
|
|
|
56,253
|
|
|||||
Total fixed charges
|
$
|
141,403
|
|
|
$
|
138,618
|
|
|
$
|
131,281
|
|
|
$
|
111,949
|
|
|
$
|
91,259
|
|
Ratio of earnings to fixed charges
|
0.6
|
|
|
2.4
|
|
|
2.8
|
|
|
2.7
|
|
|
2.7
|
|
Date: February 25, 2016
|
|
|
|
/s/
José R. Mas
|
|
José
R. Mas
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
Date: February 25, 2016
|
|
|
|
/s/ George L. Pita
|
|
George L. Pita
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Date: February 25, 2016
|
/s/
José R. Mas
|
|
Name: José R. Mas
Title: Chief Executive Officer
|
Date: February 25, 2016
|
/s/ George L. Pita
|
|
Name: George L. Pita
Title: Executive Vice President/Chief Financial Officer
|