Florida
|
65-0829355
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(State or Other jurisdiction of
|
(I.R.S. Employer
|
Incorporation or Organization)
|
Identification No.)
|
|
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800 S. Douglas Road, 12th Floor,
|
|
Coral Gables, FL
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33134
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
|
þ
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|
Accelerated filer
|
¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
|
||
|
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Smaller reporting company
|
¨
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|
|
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Emerging growth company
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¨
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Page
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||
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||
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||
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||
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||
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue
|
$
|
1,890,180
|
|
|
$
|
1,232,404
|
|
|
$
|
3,048,364
|
|
|
$
|
2,206,630
|
|
Costs of revenue, excluding depreciation and amortization
|
1,626,335
|
|
|
1,068,182
|
|
|
2,597,469
|
|
|
1,952,583
|
|
||||
Depreciation and amortization
|
45,379
|
|
|
40,657
|
|
|
88,282
|
|
|
79,664
|
|
||||
General and administrative expenses
|
70,823
|
|
|
67,852
|
|
|
135,604
|
|
|
127,900
|
|
||||
Interest expense, net
|
14,791
|
|
|
12,639
|
|
|
27,388
|
|
|
24,797
|
|
||||
Equity in earnings of unconsolidated affiliates
|
(6,060
|
)
|
|
(489
|
)
|
|
(7,706
|
)
|
|
(3,555
|
)
|
||||
Other expense (income), net
|
146
|
|
|
1,524
|
|
|
576
|
|
|
(11,830
|
)
|
||||
Income before income taxes
|
$
|
138,766
|
|
|
$
|
42,039
|
|
|
$
|
206,751
|
|
|
$
|
37,071
|
|
Provision for income taxes
|
(55,434
|
)
|
|
(17,601
|
)
|
|
(82,792
|
)
|
|
(15,514
|
)
|
||||
Net income
|
$
|
83,332
|
|
|
$
|
24,438
|
|
|
$
|
123,959
|
|
|
$
|
21,557
|
|
Net income attributable to non-controlling interests
|
1,664
|
|
|
350
|
|
|
1,321
|
|
|
162
|
|
||||
Net income attributable to MasTec, Inc.
|
$
|
81,668
|
|
|
$
|
24,088
|
|
|
$
|
122,638
|
|
|
$
|
21,395
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
(Note 2):
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
1.01
|
|
|
$
|
0.30
|
|
|
$
|
1.52
|
|
|
$
|
0.27
|
|
Basic weighted average common shares outstanding
|
80,925
|
|
|
80,351
|
|
|
80,812
|
|
|
80,253
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
$
|
0.99
|
|
|
$
|
0.30
|
|
|
$
|
1.49
|
|
|
$
|
0.26
|
|
Diluted weighted average common shares outstanding
|
82,292
|
|
|
81,266
|
|
|
82,226
|
|
|
81,043
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
83,332
|
|
|
$
|
24,438
|
|
|
$
|
123,959
|
|
|
$
|
21,557
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gains, net of tax
|
595
|
|
|
247
|
|
|
1,774
|
|
|
5,871
|
|
||||
Unrealized losses on equity investee activity, net of tax
|
(2,730
|
)
|
|
(4,577
|
)
|
|
(2,095
|
)
|
|
(12,587
|
)
|
||||
Comprehensive income
|
$
|
81,197
|
|
|
$
|
20,108
|
|
|
$
|
123,638
|
|
|
$
|
14,841
|
|
Comprehensive income attributable to non-controlling interests
|
1,664
|
|
|
350
|
|
|
1,321
|
|
|
162
|
|
||||
Comprehensive income attributable to MasTec, Inc.
|
$
|
79,533
|
|
|
$
|
19,758
|
|
|
$
|
122,317
|
|
|
$
|
14,679
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
18,230
|
|
|
$
|
38,767
|
|
Accounts receivable, net
|
1,569,392
|
|
|
1,156,031
|
|
||
Inventories, net
|
95,541
|
|
|
111,031
|
|
||
Prepaid expenses
|
80,270
|
|
|
41,548
|
|
||
Other current assets
|
27,274
|
|
|
55,109
|
|
||
Total current assets
|
$
|
1,790,707
|
|
|
$
|
1,402,486
|
|
Property and equipment, net
|
648,456
|
|
|
549,084
|
|
||
Goodwill, net
|
1,040,302
|
|
|
995,874
|
|
||
Other intangible assets, net
|
185,932
|
|
|
179,711
|
|
||
Other long-term assets
|
158,088
|
|
|
55,977
|
|
||
Total assets
|
$
|
3,823,485
|
|
|
$
|
3,183,132
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
75,401
|
|
|
$
|
64,600
|
|
Accounts payable
|
429,623
|
|
|
363,668
|
|
||
Accrued salaries and wages
|
112,180
|
|
|
67,126
|
|
||
Other accrued expenses
|
134,801
|
|
|
112,291
|
|
||
Billings in excess of costs and earnings
|
102,965
|
|
|
161,459
|
|
||
Other current liabilities
|
73,761
|
|
|
70,846
|
|
||
Total current liabilities
|
$
|
928,731
|
|
|
$
|
839,990
|
|
Long-term debt
|
1,313,860
|
|
|
961,379
|
|
||
Deferred income taxes
|
252,834
|
|
|
178,355
|
|
||
Other long-term liabilities
|
94,898
|
|
|
99,774
|
|
||
Total liabilities
|
$
|
2,590,323
|
|
|
$
|
2,079,498
|
|
Commitments and contingencies
(Note 14)
|
|
|
|
|
|
||
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 - 90,825,531 and 90,634,771 (including 1,802,346 and 1,927,286 of unvested restricted shares) as of June 30, 2017 and December 31, 2016, respectively
|
9,083
|
|
|
9,063
|
|
||
Capital surplus
|
796,065
|
|
|
788,914
|
|
||
Retained earnings
|
632,579
|
|
|
509,941
|
|
||
Accumulated other comprehensive loss
|
(66,135
|
)
|
|
(65,814
|
)
|
||
Treasury stock, at cost: 8,094,004 shares as of both June 30, 2017 and December 31, 2016
|
(145,573
|
)
|
|
(145,573
|
)
|
||
Total MasTec, Inc. shareholders’ equity
|
$
|
1,226,019
|
|
|
$
|
1,096,531
|
|
Non-controlling interests
|
$
|
7,143
|
|
|
$
|
7,103
|
|
Total equity
|
$
|
1,233,162
|
|
|
$
|
1,103,634
|
|
Total liabilities and equity
|
$
|
3,823,485
|
|
|
$
|
3,183,132
|
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
123,959
|
|
|
$
|
21,557
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
88,282
|
|
|
79,664
|
|
||
Non-cash interest expense, net
|
1,615
|
|
|
1,473
|
|
||
Non-cash stock-based compensation expense
|
7,166
|
|
|
7,405
|
|
||
Provision for deferred income taxes
|
76,584
|
|
|
1,155
|
|
||
Equity in earnings of unconsolidated affiliates
|
(7,706
|
)
|
|
(3,555
|
)
|
||
(Gains) losses on sales of assets, net, including fixed assets held-for-sale
|
(1,873
|
)
|
|
1,177
|
|
||
Other non-cash items, net
|
13,190
|
|
|
2,098
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(388,818
|
)
|
|
(179,372
|
)
|
||
Inventories
|
28,295
|
|
|
(26,454
|
)
|
||
Other assets, current and long-term portion
|
(81,286
|
)
|
|
32,433
|
|
||
Accounts payable and accrued expenses
|
113,975
|
|
|
123,958
|
|
||
Billings in excess of costs and earnings
|
(58,594
|
)
|
|
(18,856
|
)
|
||
Book overdrafts
|
(9,760
|
)
|
|
10,075
|
|
||
Other liabilities, current and long-term portion
|
6,978
|
|
|
(24,270
|
)
|
||
Net cash (used in) provided by operating activities
|
$
|
(87,993
|
)
|
|
$
|
28,488
|
|
Cash flows from investing activities:
|
|
|
|
||||
Cash paid for acquisitions, net of cash acquired
|
(37,444
|
)
|
|
(4,102
|
)
|
||
Capital expenditures
|
(56,853
|
)
|
|
(63,893
|
)
|
||
Proceeds from sale of property and equipment
|
7,369
|
|
|
10,163
|
|
||
Payments for other investments
|
(74,482
|
)
|
|
(2,735
|
)
|
||
Proceeds from other investments
|
12,118
|
|
|
695
|
|
||
Net cash used in investing activities
|
$
|
(149,292
|
)
|
|
$
|
(59,872
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from credit facilities
|
1,153,230
|
|
|
684,287
|
|
||
Repayments of credit facilities
|
(869,100
|
)
|
|
(604,640
|
)
|
||
Repayments of other borrowings
|
(10,291
|
)
|
|
(5,993
|
)
|
||
Payments of capital lease obligations
|
(30,858
|
)
|
|
(27,506
|
)
|
||
Payments of acquisition-related contingent consideration
|
(18,843
|
)
|
|
(14,572
|
)
|
||
Distributions to non-controlling interests
|
(1,280
|
)
|
|
—
|
|
||
Proceeds from stock-based awards, net
|
5
|
|
|
3,338
|
|
||
Other financing activities, net
|
(6,240
|
)
|
|
1,132
|
|
||
Net cash provided by financing activities
|
$
|
216,623
|
|
|
$
|
36,046
|
|
Effect of currency translation on cash
|
125
|
|
|
(888
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(20,537
|
)
|
|
$
|
3,774
|
|
Cash and cash equivalents - beginning of period
|
$
|
38,767
|
|
|
$
|
4,984
|
|
Cash and cash equivalents - end of period
|
$
|
18,230
|
|
|
$
|
8,758
|
|
Supplemental cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
25,743
|
|
|
$
|
22,647
|
|
Income taxes paid, net of refunds
|
$
|
76,633
|
|
|
$
|
7,131
|
|
Supplemental disclosure of non-cash information:
|
|
|
|
||||
Equipment acquired under capital lease and financing arrangements
|
$
|
109,914
|
|
|
$
|
3,481
|
|
Accrued capital expenditures
|
$
|
1,499
|
|
|
$
|
6,090
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to MasTec:
|
|
|
|
|
|
|
|
||||||||
Net income - basic and diluted
(a)
|
$
|
81,668
|
|
|
$
|
24,088
|
|
|
$
|
122,638
|
|
|
$
|
21,395
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
80,925
|
|
|
80,351
|
|
|
80,812
|
|
|
80,253
|
|
||||
Dilutive common stock equivalents
|
1,367
|
|
|
915
|
|
|
1,414
|
|
|
790
|
|
||||
Weighted average shares outstanding - diluted
|
82,292
|
|
|
81,266
|
|
|
82,226
|
|
|
81,043
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Additional information:
|
|
|
|
|
|
|
|
||||||||
Weighted average anti-dilutive common stock equivalents
(b)
|
13
|
|
|
—
|
|
|
6
|
|
|
3
|
|
(a)
|
Calculated as total net income less amounts attributable to non-controlling interests.
|
(b)
|
Represents anti-dilutive common stock equivalents as calculated under the treasury stock method.
|
|
Communications
|
|
Oil and Gas
|
|
Electrical
Transmission
|
|
Power Generation and Industrial
|
|
Total Goodwill
|
||||||||||
Goodwill, gross
|
$
|
463.1
|
|
|
$
|
382.2
|
|
|
$
|
149.9
|
|
|
$
|
117.6
|
|
|
$
|
1,112.8
|
|
Accumulated impairment losses
|
—
|
|
|
(72.5
|
)
|
|
—
|
|
|
—
|
|
|
(72.5
|
)
|
|||||
Goodwill, net
|
$
|
463.1
|
|
|
$
|
309.7
|
|
|
$
|
149.9
|
|
|
$
|
117.6
|
|
|
$
|
1,040.3
|
|
|
Other Intangible Assets
|
||||||||||||||||||
|
Non-Amortizing
|
|
Amortizing
|
|
|
||||||||||||||
|
Trade Names
|
|
Pre-Qualifications
|
|
Customer Relationships and Backlog
|
|
Other
(a)
|
|
Total
|
||||||||||
Other intangible assets, gross, as of December 31, 2016
|
$
|
34.5
|
|
|
$
|
74.6
|
|
|
$
|
195.1
|
|
|
$
|
19.1
|
|
|
$
|
323.3
|
|
Accumulated amortization
|
|
|
|
|
(131.9
|
)
|
|
(11.7
|
)
|
|
(143.6
|
)
|
|||||||
Other intangible assets, net, as of December 31, 2016
|
$
|
34.5
|
|
|
$
|
74.6
|
|
|
$
|
63.2
|
|
|
$
|
7.4
|
|
|
$
|
179.7
|
|
Additions from new business combinations
|
—
|
|
|
—
|
|
|
12.8
|
|
|
0.6
|
|
|
13.4
|
|
|||||
Amortization expense
|
|
|
|
|
(8.4
|
)
|
|
(0.6
|
)
|
|
(9.0
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
|
1.6
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
1.8
|
|
|||||
Other intangible assets, net, as of June 30, 2017
|
$
|
34.5
|
|
|
$
|
76.2
|
|
|
$
|
67.9
|
|
|
$
|
7.3
|
|
|
$
|
185.9
|
|
(a)
|
Consists principally of trade names and non-compete agreements.
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Contract billings
|
$
|
784.5
|
|
|
$
|
564.2
|
|
Retainage
|
228.6
|
|
|
268.6
|
|
||
Costs and earnings in excess of billings
|
565.1
|
|
|
331.6
|
|
||
Accounts receivable, gross
|
$
|
1,578.2
|
|
|
$
|
1,164.4
|
|
Less allowance for doubtful accounts
|
(8.8
|
)
|
|
(8.4
|
)
|
||
Accounts receivable, net
|
$
|
1,569.4
|
|
|
$
|
1,156.0
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Land
|
$
|
4.6
|
|
|
$
|
4.6
|
|
Buildings and leasehold improvements
|
26.2
|
|
|
24.2
|
|
||
Machinery and equipment
|
1,155.6
|
|
|
997.8
|
|
||
Office furniture and equipment
|
148.9
|
|
|
146.1
|
|
||
Construction in progress
|
12.3
|
|
|
9.5
|
|
||
Total property and equipment
|
$
|
1,347.6
|
|
|
$
|
1,182.2
|
|
Less accumulated depreciation and amortization
|
(699.1
|
)
|
|
(633.1
|
)
|
||
Property and equipment, net
|
$
|
648.5
|
|
|
$
|
549.1
|
|
Description
|
|
Maturity Date
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Senior secured credit facility:
|
|
February 22, 2022
|
|
|
|
|
||||
Revolving loans
|
|
$
|
564.6
|
|
|
$
|
279.9
|
|
||
Term loan
|
|
250.0
|
|
|
237.5
|
|
||||
4.875% Senior Notes
|
|
March 15, 2023
|
|
400.0
|
|
|
400.0
|
|
||
Capital lease obligations, weighted average interest rate of 3.3%
|
|
In installments through June 30, 2022
|
|
177.9
|
|
|
98.6
|
|
||
Notes payable and other debt obligations
|
|
Varies
|
|
11.2
|
|
|
19.8
|
|
||
Total long-term debt obligations
|
|
$
|
1,403.7
|
|
|
$
|
1,035.8
|
|
||
Less unamortized deferred financing costs
|
|
(14.4
|
)
|
|
(9.8
|
)
|
||||
Total debt, net of deferred financing costs
|
|
$
|
1,389.3
|
|
|
$
|
1,026.0
|
|
||
Current portion of long-term debt
|
|
75.4
|
|
|
64.6
|
|
||||
Long-term debt
|
|
$
|
1,313.9
|
|
|
$
|
961.4
|
|
Activity, restricted shares:
(a)
|
Restricted
Shares |
|
Per Share Weighted Average Grant Date Fair Value
|
|||
Non-vested restricted shares, as of December 31, 2016
|
1,970,586
|
|
|
$
|
21.61
|
|
Granted
|
188,843
|
|
|
39.44
|
|
|
Vested
|
(300,633
|
)
|
|
40.73
|
|
|
Canceled/forfeited
|
(17,400
|
)
|
|
16.57
|
|
|
Non-vested restricted shares, as of June 30, 2017
|
1,841,396
|
|
|
$
|
20.36
|
|
(a)
|
Includes
39,050
and
43,300
restricted stock units as of
June 30, 2017
and
December 31, 2016
, respectively.
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash proceeds
(in millions)
|
$
|
1.6
|
|
|
$
|
1.3
|
|
Common shares issued
|
49,502
|
|
|
83,680
|
|
||
Weighted average price per share
|
$
|
33.30
|
|
|
$
|
15.95
|
|
Weighted average per share grant date fair value
|
$
|
8.67
|
|
|
$
|
4.36
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Non-cash stock-based compensation expense
|
$
|
3.4
|
|
|
$
|
3.9
|
|
|
$
|
7.2
|
|
|
$
|
7.4
|
|
Income Tax Effects:
|
|
|
|
|
|
|
|
||||||||
Income tax effect of non-cash stock-based compensation
|
$
|
1.3
|
|
|
$
|
2.3
|
|
|
$
|
2.5
|
|
|
$
|
3.9
|
|
Excess tax benefit from non-cash stock-based compensation
(a)
|
$
|
0.0
|
|
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
$
|
1.1
|
|
(a)
|
Excess tax benefits represent cash flows from tax deductions in excess of the tax effect of compensation expense associated with share-based payment arrangements. For the
six
month period ended
June 30, 2017
, the Company incurred a net tax deficiency of
$0.1 million
related to the vesting of share-based payment awards and excess tax benefits were de minimis. As discussed in
Note 1
- Business, Basis of Presentation and Significant Accounting Policies, the Company adopted ASU 2016-09 effective January 1, 2017 on a prospective basis. ASU 2016-09 changed the required presentation of excess tax benefits in the consolidated statement of cash flows from financing activities to operating activities. Excess tax benefits for the comparative prior year period are classified as cash flows from financing activities.
|
|
Multiemployer Plans
|
||||||||||||||||
|
Covered Employees
|
|
Contributions
(in millions)
|
||||||||||||||
|
Low
|
|
High
|
|
Pension
|
|
Other Multiemployer
|
|
Total
|
||||||||
For the Three Months Ended June 30:
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
3,669
|
|
|
7,057
|
|
|
$
|
28.3
|
|
|
$
|
2.7
|
|
|
$
|
31.0
|
|
2016
|
1,410
|
|
|
4,170
|
|
|
$
|
12.2
|
|
|
$
|
2.5
|
|
|
$
|
14.7
|
|
For the Six Months Ended June 30:
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
550
|
|
|
7,057
|
|
|
$
|
32.0
|
|
|
$
|
5.3
|
|
|
$
|
37.3
|
|
2016
|
1,112
|
|
|
4,170
|
|
|
$
|
17.0
|
|
|
$
|
4.7
|
|
|
$
|
21.7
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
Revenue:
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Communications
(a)
|
$
|
592.2
|
|
|
$
|
592.2
|
|
|
$
|
1,151.7
|
|
|
$
|
1,103.8
|
|
Oil and Gas
|
1,140.4
|
|
|
425.6
|
|
|
1,596.2
|
|
|
718.4
|
|
||||
Electrical Transmission
|
96.6
|
|
|
95.6
|
|
|
195.4
|
|
|
181.9
|
|
||||
Power Generation and Industrial
|
60.7
|
|
|
119.7
|
|
|
107.3
|
|
|
201.1
|
|
||||
Other
|
1.9
|
|
|
3.9
|
|
|
3.6
|
|
|
7.3
|
|
||||
Eliminations
|
(1.6
|
)
|
|
(4.6
|
)
|
|
(5.8
|
)
|
|
(5.9
|
)
|
||||
Consolidated revenue
|
$
|
1,890.2
|
|
|
$
|
1,232.4
|
|
|
$
|
3,048.4
|
|
|
$
|
2,206.6
|
|
(a)
|
Revenue generated primarily by utilities customers represented
11.5%
and
11.0%
of Communications segment revenue for the
three
month periods ended
June 30, 2017
and
2016
, respectively, and represented
12.4%
and
10.7%
for the
six
month periods ended
June 30, 2017
and
2016
, respectively.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
EBITDA:
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Communications
|
$
|
59.5
|
|
|
$
|
66.4
|
|
|
$
|
107.8
|
|
|
$
|
128.1
|
|
Oil and Gas
|
154.0
|
|
|
53.6
|
|
|
247.9
|
|
|
69.8
|
|
||||
Electrical Transmission
|
3.5
|
|
|
(9.9
|
)
|
|
6.7
|
|
|
(33.7
|
)
|
||||
Power Generation and Industrial
|
4.7
|
|
|
4.8
|
|
|
5.6
|
|
|
7.7
|
|
||||
Other
|
6.8
|
|
|
0.3
|
|
|
1.5
|
|
|
0.5
|
|
||||
Corporate
|
(29.6
|
)
|
|
(19.9
|
)
|
|
(47.1
|
)
|
|
(30.9
|
)
|
||||
Consolidated EBITDA
|
$
|
198.9
|
|
|
$
|
95.3
|
|
|
$
|
322.4
|
|
|
$
|
141.5
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
Depreciation and Amortization:
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Communications
|
$
|
13.5
|
|
|
$
|
12.4
|
|
|
$
|
25.5
|
|
|
$
|
24.6
|
|
Oil and Gas
|
23.2
|
|
|
19.3
|
|
|
45.1
|
|
|
37.5
|
|
||||
Electrical Transmission
|
5.7
|
|
|
5.8
|
|
|
11.4
|
|
|
11.0
|
|
||||
Power Generation and Industrial
|
1.4
|
|
|
1.5
|
|
|
2.9
|
|
|
3.1
|
|
||||
Other
|
0.0
|
|
|
0.0
|
|
|
0.1
|
|
|
0.0
|
|
||||
Corporate
|
1.6
|
|
|
1.7
|
|
|
3.3
|
|
|
3.5
|
|
||||
Consolidated depreciation and amortization
|
$
|
45.4
|
|
|
$
|
40.7
|
|
|
$
|
88.3
|
|
|
$
|
79.7
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
EBITDA Reconciliation:
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income before income taxes
|
$
|
138.8
|
|
|
$
|
42.0
|
|
|
$
|
206.8
|
|
|
$
|
37.1
|
|
Plus:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
14.8
|
|
|
12.6
|
|
|
27.4
|
|
|
24.8
|
|
||||
Depreciation and amortization
|
45.4
|
|
|
40.7
|
|
|
88.3
|
|
|
79.7
|
|
||||
Consolidated EBITDA
|
$
|
198.9
|
|
|
$
|
95.3
|
|
|
$
|
322.4
|
|
|
$
|
141.5
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||
Customer:
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Energy Transfer affiliates
(a)
|
47%
|
|
22%
|
|
35%
|
|
20%
|
AT&T (including DIRECTV
®
)
(b)
|
22%
|
|
36%
|
|
27%
|
|
37%
|
(a)
|
The Company's relationship with Energy Transfer affiliates is based upon various construction contracts for pipeline activities with Energy Transfer Partners L.P., and their subsidiaries and affiliates, all of which are consolidated by Energy Transfer Equity, L.P. Revenue from Energy Transfer affiliates is included in the Oil and Gas segment.
|
(b)
|
The Company’s relationship with AT&T is based upon multiple separate master service and other service agreements, including for installation and maintenance services, as well as construction/installation contracts for AT&T’s: (i) wireless business; (ii) wireline/fiber businesses; and (iii) various install-to-the-home businesses, including DIRECTV®. Revenue from AT&T is included in the Communications segment.
|
For the Three Months Ended June 30, 2017
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,818.1
|
|
|
$
|
122.9
|
|
|
$
|
(50.8
|
)
|
|
$
|
1,890.2
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
1,566.3
|
|
|
110.8
|
|
|
(50.8
|
)
|
|
1,626.3
|
|
|||||
Depreciation and amortization
|
—
|
|
|
37.1
|
|
|
8.3
|
|
|
—
|
|
|
45.4
|
|
|||||
General and administrative expenses
|
0.6
|
|
|
66.5
|
|
|
3.7
|
|
|
—
|
|
|
70.8
|
|
|||||
Interest expense (income), net
|
—
|
|
|
30.4
|
|
|
(15.6
|
)
|
|
—
|
|
|
14.8
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
(6.1
|
)
|
|||||
Other (income) expense, net
|
—
|
|
|
(5.3
|
)
|
|
5.4
|
|
|
—
|
|
|
0.1
|
|
|||||
(Loss) income before income taxes
|
$
|
(0.6
|
)
|
|
$
|
123.1
|
|
|
$
|
16.3
|
|
|
$
|
—
|
|
|
$
|
138.8
|
|
Benefit from (provision for) income taxes
|
0.2
|
|
|
(44.7
|
)
|
|
(10.9
|
)
|
|
—
|
|
|
(55.4
|
)
|
|||||
Net (loss) income before equity in income from subsidiaries
|
$
|
(0.4
|
)
|
|
$
|
78.4
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
83.3
|
|
Equity in income from subsidiaries, net of tax
|
82.1
|
|
|
—
|
|
|
—
|
|
|
(82.1
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
81.7
|
|
|
$
|
78.4
|
|
|
$
|
5.4
|
|
|
$
|
(82.1
|
)
|
|
$
|
83.3
|
|
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Net income (loss) attributable to MasTec, Inc.
|
$
|
81.7
|
|
|
$
|
78.4
|
|
|
$
|
3.7
|
|
|
$
|
(82.1
|
)
|
|
$
|
81.7
|
|
Comprehensive income (loss)
|
$
|
79.5
|
|
|
$
|
78.4
|
|
|
$
|
3.2
|
|
|
$
|
(79.9
|
)
|
|
$
|
81.2
|
|
For the Three Months Ended June 30, 2016
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,149.4
|
|
|
$
|
93.5
|
|
|
$
|
(10.5
|
)
|
|
$
|
1,232.4
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
995.0
|
|
|
83.7
|
|
|
(10.5
|
)
|
|
1,068.2
|
|
|||||
Depreciation and amortization
|
—
|
|
|
31.7
|
|
|
9.0
|
|
|
—
|
|
|
40.7
|
|
|||||
General and administrative expenses
|
0.6
|
|
|
61.5
|
|
|
5.8
|
|
|
—
|
|
|
67.9
|
|
|||||
Interest expense (income), net
|
—
|
|
|
27.8
|
|
|
(15.2
|
)
|
|
—
|
|
|
12.6
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Other expense (income), net
|
—
|
|
|
1.8
|
|
|
(0.3
|
)
|
|
—
|
|
|
1.5
|
|
|||||
(Loss) income before income taxes
|
$
|
(0.6
|
)
|
|
$
|
31.6
|
|
|
$
|
11.0
|
|
|
$
|
—
|
|
|
$
|
42.0
|
|
Benefit from (provision for) income taxes
|
0.2
|
|
|
(12.6
|
)
|
|
(5.2
|
)
|
|
—
|
|
|
(17.6
|
)
|
|||||
Net (loss) income before equity in income from subsidiaries
|
$
|
(0.4
|
)
|
|
$
|
19.0
|
|
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
24.4
|
|
Equity in income from subsidiaries, net of tax
|
24.4
|
|
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
24.0
|
|
|
$
|
19.0
|
|
|
$
|
5.8
|
|
|
$
|
(24.4
|
)
|
|
$
|
24.4
|
|
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Net income (loss) attributable to MasTec, Inc.
|
$
|
24.0
|
|
|
$
|
19.0
|
|
|
$
|
5.4
|
|
|
$
|
(24.4
|
)
|
|
$
|
24.1
|
|
Comprehensive income (loss)
|
$
|
19.8
|
|
|
$
|
19.0
|
|
|
$
|
1.4
|
|
|
$
|
(20.1
|
)
|
|
$
|
20.1
|
|
For the Six Months Ended June 30, 2017
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
2,903.2
|
|
|
$
|
217.0
|
|
|
$
|
(71.8
|
)
|
|
$
|
3,048.4
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
2,457.4
|
|
|
211.9
|
|
|
(71.8
|
)
|
|
2,597.5
|
|
|||||
Depreciation and amortization
|
—
|
|
|
71.1
|
|
|
17.2
|
|
|
—
|
|
|
88.3
|
|
|||||
General and administrative expenses
|
1.2
|
|
|
126.0
|
|
|
8.4
|
|
|
—
|
|
|
135.6
|
|
|||||
Interest expense (income), net
|
—
|
|
|
58.3
|
|
|
(30.9
|
)
|
|
—
|
|
|
27.4
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
—
|
|
|
(7.7
|
)
|
|||||
Other (income) expense , net
|
—
|
|
|
(5.3
|
)
|
|
5.9
|
|
|
—
|
|
|
0.6
|
|
|||||
(Loss) income before income taxes
|
$
|
(1.2
|
)
|
|
$
|
195.7
|
|
|
$
|
12.3
|
|
|
$
|
—
|
|
|
$
|
206.8
|
|
Benefit from (provision for) income taxes
|
0.4
|
|
|
(71.3
|
)
|
|
(11.9
|
)
|
|
—
|
|
|
(82.8
|
)
|
|||||
Net (loss) income before equity in income from subsidiaries
|
$
|
(0.8
|
)
|
|
$
|
124.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
124.0
|
|
Equity in income from subsidiaries, net of tax
|
123.4
|
|
|
—
|
|
|
—
|
|
|
(123.4
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
122.6
|
|
|
$
|
124.4
|
|
|
$
|
0.4
|
|
|
$
|
(123.4
|
)
|
|
$
|
124.0
|
|
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||||
Net income (loss) attributable to MasTec, Inc.
|
$
|
122.6
|
|
|
$
|
124.4
|
|
|
$
|
(1.0
|
)
|
|
$
|
(123.4
|
)
|
|
$
|
122.6
|
|
Comprehensive income (loss)
|
$
|
122.3
|
|
|
$
|
124.4
|
|
|
$
|
—
|
|
|
$
|
(123.1
|
)
|
|
$
|
123.6
|
|
For the Six Months Ended June 30, 2016
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
2,027.7
|
|
|
$
|
189.5
|
|
|
$
|
(10.6
|
)
|
|
$
|
2,206.6
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
1,772.3
|
|
|
190.9
|
|
|
(10.6
|
)
|
|
1,952.6
|
|
|||||
Depreciation and amortization
|
—
|
|
|
63.0
|
|
|
16.7
|
|
|
—
|
|
|
79.7
|
|
|||||
General and administrative expenses
|
1.2
|
|
|
111.5
|
|
|
15.2
|
|
|
—
|
|
|
127.9
|
|
|||||
Interest expense (income), net
|
—
|
|
|
55.2
|
|
|
(30.4
|
)
|
|
—
|
|
|
24.8
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||||
Other income, net
|
—
|
|
|
(9.4
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
(11.8
|
)
|
|||||
(Loss) income before income taxes
|
$
|
(1.2
|
)
|
|
$
|
35.1
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
37.1
|
|
Benefit from (provision for) income taxes
|
0.5
|
|
|
(14.0
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(15.5
|
)
|
|||||
Net (loss) income before equity in income from subsidiaries
|
$
|
(0.7
|
)
|
|
$
|
21.1
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
21.6
|
|
Equity in income from subsidiaries, net of tax
|
22.1
|
|
|
—
|
|
|
—
|
|
|
(22.1
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
21.4
|
|
|
$
|
21.1
|
|
|
$
|
1.1
|
|
|
$
|
(22.1
|
)
|
|
$
|
21.6
|
|
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Net income (loss) attributable to MasTec, Inc.
|
$
|
21.4
|
|
|
$
|
21.1
|
|
|
$
|
0.9
|
|
|
$
|
(22.1
|
)
|
|
$
|
21.4
|
|
Comprehensive income (loss)
|
$
|
14.7
|
|
|
$
|
21.1
|
|
|
$
|
(5.6
|
)
|
|
$
|
(15.4
|
)
|
|
$
|
14.8
|
|
As of June 30, 2017
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
—
|
|
|
$
|
1,649.5
|
|
|
$
|
212.8
|
|
|
$
|
(71.6
|
)
|
|
$
|
1,790.7
|
|
Property and equipment, net
|
—
|
|
|
556.1
|
|
|
92.4
|
|
|
—
|
|
|
648.5
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
1,086.4
|
|
|
139.8
|
|
|
—
|
|
|
1,226.2
|
|
|||||
Investments in and advances to consolidated affiliates, net
|
1,212.9
|
|
|
806.2
|
|
|
749.0
|
|
|
(2,768.1
|
)
|
|
—
|
|
|||||
Other long-term assets
|
13.1
|
|
|
23.0
|
|
|
122.0
|
|
|
—
|
|
|
158.1
|
|
|||||
Total assets
|
$
|
1,226.0
|
|
|
$
|
4,121.2
|
|
|
$
|
1,316.0
|
|
|
$
|
(2,839.7
|
)
|
|
$
|
3,823.5
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
—
|
|
|
$
|
902.4
|
|
|
$
|
97.9
|
|
|
$
|
(71.6
|
)
|
|
$
|
928.7
|
|
Long-term debt
|
—
|
|
|
1,299.5
|
|
|
14.4
|
|
|
—
|
|
|
1,313.9
|
|
|||||
Other long-term liabilities
|
—
|
|
|
335.6
|
|
|
12.1
|
|
|
—
|
|
|
347.7
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
2,537.5
|
|
|
$
|
124.4
|
|
|
$
|
(71.6
|
)
|
|
$
|
2,590.3
|
|
Total equity
|
$
|
1,226.0
|
|
|
$
|
1,583.7
|
|
|
$
|
1,191.6
|
|
|
$
|
(2,768.1
|
)
|
|
$
|
1,233.2
|
|
Total liabilities and equity
|
$
|
1,226.0
|
|
|
$
|
4,121.2
|
|
|
$
|
1,316.0
|
|
|
$
|
(2,839.7
|
)
|
|
$
|
3,823.5
|
|
As of December 31, 2016
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
—
|
|
|
$
|
1,256.3
|
|
|
$
|
175.8
|
|
|
$
|
(29.6
|
)
|
|
$
|
1,402.5
|
|
Property and equipment, net
|
—
|
|
|
456.6
|
|
|
92.5
|
|
|
—
|
|
|
549.1
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
1,037.4
|
|
|
138.2
|
|
|
—
|
|
|
1,175.6
|
|
|||||
Investments in and advances to consolidated affiliates, net
|
1,083.9
|
|
|
625.9
|
|
|
861.2
|
|
|
(2,571.0
|
)
|
|
—
|
|
|||||
Other long-term assets
|
12.6
|
|
|
25.3
|
|
|
18.0
|
|
|
—
|
|
|
55.9
|
|
|||||
Total assets
|
$
|
1,096.5
|
|
|
$
|
3,401.5
|
|
|
$
|
1,285.7
|
|
|
$
|
(2,600.6
|
)
|
|
$
|
3,183.1
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
—
|
|
|
$
|
759.7
|
|
|
$
|
109.9
|
|
|
$
|
(29.6
|
)
|
|
$
|
840.0
|
|
Long-term debt
|
—
|
|
|
938.7
|
|
|
22.7
|
|
|
—
|
|
|
961.4
|
|
|||||
Other long-term liabilities
|
—
|
|
|
256.2
|
|
|
21.9
|
|
|
—
|
|
|
278.1
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
1,954.6
|
|
|
$
|
154.5
|
|
|
$
|
(29.6
|
)
|
|
$
|
2,079.5
|
|
Total equity
|
$
|
1,096.5
|
|
|
$
|
1,446.9
|
|
|
$
|
1,131.2
|
|
|
$
|
(2,571.0
|
)
|
|
$
|
1,103.6
|
|
Total liabilities and equity
|
$
|
1,096.5
|
|
|
$
|
3,401.5
|
|
|
$
|
1,285.7
|
|
|
$
|
(2,600.6
|
)
|
|
$
|
3,183.1
|
|
For the Six Months Ended June 30, 2017
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Net cash (used in) operating activities
|
$
|
—
|
|
|
$
|
(52.9
|
)
|
|
$
|
(35.1
|
)
|
|
$
|
—
|
|
|
$
|
(88.0
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(37.4
|
)
|
|
—
|
|
|
—
|
|
|
(37.4
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(46.8
|
)
|
|
(10.1
|
)
|
|
—
|
|
|
(56.9
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
6.8
|
|
|
0.6
|
|
|
—
|
|
|
7.4
|
|
|||||
Payments for other investments
|
—
|
|
|
(1.2
|
)
|
|
(73.3
|
)
|
|
—
|
|
|
(74.5
|
)
|
|||||
Proceeds from other investments
|
—
|
|
|
—
|
|
|
12.1
|
|
|
—
|
|
|
12.1
|
|
|||||
Net cash used in investing activities
|
$
|
—
|
|
|
$
|
(78.6
|
)
|
|
$
|
(70.7
|
)
|
|
$
|
—
|
|
|
$
|
(149.3
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from credit facilities
|
—
|
|
|
1,141.2
|
|
|
12.0
|
|
|
—
|
|
|
1,153.2
|
|
|||||
Repayments of credit facilities
|
—
|
|
|
(850.2
|
)
|
|
(18.9
|
)
|
|
—
|
|
|
(869.1
|
)
|
|||||
Repayments of other borrowings and capital lease obligations
|
—
|
|
|
(35.8
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
(41.1
|
)
|
|||||
Payments of acquisition-related contingent consideration
|
—
|
|
|
(18.8
|
)
|
|
—
|
|
|
—
|
|
|
(18.8
|
)
|
|||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Proceeds from stock-based awards, net
|
0.0
|
|
|
0.0
|
|
|
0.0
|
|
|
—
|
|
|
0.0
|
|
|||||
Other financing activities, net
|
—
|
|
|
(6.2
|
)
|
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|||||
Net financing activities and advances (to) from consolidated affiliates
|
—
|
|
|
(115.5
|
)
|
|
115.5
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
$
|
—
|
|
|
$
|
114.7
|
|
|
$
|
101.9
|
|
|
$
|
—
|
|
|
$
|
216.6
|
|
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Net (decrease) increase in cash and cash equivalents
|
$
|
—
|
|
|
$
|
(16.8
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
—
|
|
|
$
|
(20.5
|
)
|
Cash and cash equivalents - beginning of period
|
$
|
—
|
|
|
$
|
28.3
|
|
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
38.8
|
|
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
11.4
|
|
|
$
|
6.8
|
|
|
$
|
—
|
|
|
$
|
18.2
|
|
For the Six Months Ended June 30, 2016
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
—
|
|
|
$
|
(30.2
|
)
|
|
$
|
58.7
|
|
|
$
|
—
|
|
|
$
|
28.5
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(61.3
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(63.9
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
9.1
|
|
|
1.0
|
|
|
—
|
|
|
10.1
|
|
|||||
Payments for other investments
|
—
|
|
|
(1.2
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(2.7
|
)
|
|||||
Proceeds from other investments
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Net cash used in investing activities
|
$
|
—
|
|
|
$
|
(56.8
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
—
|
|
|
$
|
(59.9
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from credit facilities
|
—
|
|
|
625.1
|
|
|
59.2
|
|
|
—
|
|
|
684.3
|
|
|||||
Repayments of credit facilities
|
—
|
|
|
(539.1
|
)
|
|
(65.5
|
)
|
|
—
|
|
|
(604.6
|
)
|
|||||
Repayments of other borrowings and capital lease obligations
|
—
|
|
|
(25.5
|
)
|
|
(8.0
|
)
|
|
—
|
|
|
(33.5
|
)
|
|||||
Payments of acquisition-related contingent consideration
|
—
|
|
|
(14.6
|
)
|
|
—
|
|
|
—
|
|
|
(14.6
|
)
|
|||||
Proceeds from (payments for) stock-based awards, net
|
3.3
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
—
|
|
|
3.3
|
|
|||||
Other financing activities, net
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Net financing activities and advances (to) from consolidated affiliates
|
(3.3
|
)
|
|
37.2
|
|
|
(33.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
$
|
—
|
|
|
$
|
83.9
|
|
|
$
|
(47.9
|
)
|
|
$
|
—
|
|
|
$
|
36.0
|
|
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
$
|
—
|
|
|
$
|
(3.1
|
)
|
|
$
|
6.8
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
Cash and cash equivalents - beginning of period
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Reportable Segment (in millions):
|
June 30,
2017 |
|
March 31,
2017 |
|
June 30,
2016 |
||||||
Communications
|
$
|
3,375
|
|
|
$
|
3,076
|
|
|
$
|
3,254
|
|
Oil and Gas
|
1,506
|
|
|
2,323
|
|
|
1,628
|
|
|||
Electrical Transmission
|
295
|
|
|
202
|
|
|
290
|
|
|||
Power Generation and Industrial
|
85
|
|
|
80
|
|
|
139
|
|
|||
Other
|
4
|
|
|
4
|
|
|
23
|
|
|||
Estimated 18-month backlog
|
$
|
5,265
|
|
|
$
|
5,685
|
|
|
$
|
5,334
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Revenue
|
$
|
1,890.2
|
|
|
100.0
|
%
|
|
$
|
1,232.4
|
|
|
100.0
|
%
|
|
$
|
3,048.4
|
|
|
100.0
|
%
|
|
$
|
2,206.6
|
|
|
100.0
|
%
|
Costs of revenue, excluding depreciation and amortization
|
1,626.3
|
|
|
86.0
|
%
|
|
1,068.2
|
|
|
86.7
|
%
|
|
2,597.5
|
|
|
85.2
|
%
|
|
1,952.6
|
|
|
88.5
|
%
|
||||
Depreciation and amortization
|
45.4
|
|
|
2.4
|
%
|
|
40.7
|
|
|
3.3
|
%
|
|
88.3
|
|
|
2.9
|
%
|
|
79.7
|
|
|
3.6
|
%
|
||||
General and administrative expenses
|
70.8
|
|
|
3.7
|
%
|
|
67.9
|
|
|
5.5
|
%
|
|
135.6
|
|
|
4.4
|
%
|
|
127.9
|
|
|
5.8
|
%
|
||||
Interest expense, net
|
14.8
|
|
|
0.8
|
%
|
|
12.6
|
|
|
1.0
|
%
|
|
27.4
|
|
|
0.9
|
%
|
|
24.8
|
|
|
1.1
|
%
|
||||
Equity in earnings of unconsolidated affiliates
|
(6.1
|
)
|
|
(0.3
|
)%
|
|
(0.5
|
)
|
|
0.0
|
%
|
|
(7.7
|
)
|
|
(0.3
|
)%
|
|
(3.6
|
)
|
|
(0.2
|
)%
|
||||
Other expense (income), net
|
0.1
|
|
|
0.0
|
%
|
|
1.5
|
|
|
0.1
|
%
|
|
0.6
|
|
|
0.0
|
%
|
|
(11.8
|
)
|
|
(0.5
|
)%
|
||||
Income before income taxes
|
$
|
138.8
|
|
|
7.3
|
%
|
|
$
|
42.0
|
|
|
3.4
|
%
|
|
$
|
206.8
|
|
|
6.8
|
%
|
|
$
|
37.1
|
|
|
1.7
|
%
|
Provision for income taxes
|
(55.4
|
)
|
|
(2.9
|
)%
|
|
(17.6
|
)
|
|
(1.4
|
)%
|
|
(82.8
|
)
|
|
(2.7
|
)%
|
|
(15.5
|
)
|
|
(0.7
|
)%
|
||||
Net income
|
$
|
83.3
|
|
|
4.4
|
%
|
|
$
|
24.4
|
|
|
2.0
|
%
|
|
$
|
124.0
|
|
|
4.1
|
%
|
|
$
|
21.6
|
|
|
1.0
|
%
|
Net income attributable to non-controlling interests
|
1.7
|
|
|
0.1
|
%
|
|
0.4
|
|
|
0.0
|
%
|
|
1.3
|
|
|
0.0
|
%
|
|
0.2
|
|
|
0.0
|
%
|
||||
Net income attributable to MasTec, Inc.
|
$
|
81.7
|
|
|
4.3
|
%
|
|
$
|
24.1
|
|
|
2.0
|
%
|
|
$
|
122.6
|
|
|
4.0
|
%
|
|
$
|
21.4
|
|
|
1.0
|
%
|
|
Revenue
|
|
EBITDA and EBITDA Margin
|
||||||||||||||||||||||||||||||||||||||||
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
|
For the Three Months Ended
June 30,
|
|
For the Six Months Ended
June 30,
|
||||||||||||||||||||||||||||||||||||
Reportable Segment:
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
Communications
|
$
|
592.2
|
|
|
$
|
592.2
|
|
|
$
|
1,151.7
|
|
|
$
|
1,103.8
|
|
|
$
|
59.5
|
|
|
10.0
|
%
|
|
$
|
66.4
|
|
|
11.2
|
%
|
|
$
|
107.8
|
|
|
9.4
|
%
|
|
$
|
128.1
|
|
|
11.6
|
%
|
Oil and Gas
|
1,140.4
|
|
|
425.6
|
|
|
1,596.2
|
|
|
718.4
|
|
|
154.0
|
|
|
13.5
|
%
|
|
53.6
|
|
|
12.6
|
%
|
|
247.9
|
|
|
15.5
|
%
|
|
69.8
|
|
|
9.7
|
%
|
||||||||
Electrical Transmission
|
96.6
|
|
|
95.6
|
|
|
195.4
|
|
|
181.9
|
|
|
3.5
|
|
|
3.7
|
%
|
|
(9.9
|
)
|
|
(10.4
|
)%
|
|
6.7
|
|
|
3.5
|
%
|
|
(33.7
|
)
|
|
(18.5
|
)%
|
||||||||
Power Generation and Industrial
|
60.7
|
|
|
119.7
|
|
|
107.3
|
|
|
201.1
|
|
|
4.7
|
|
|
7.8
|
%
|
|
4.8
|
|
|
4.0
|
%
|
|
5.6
|
|
|
5.2
|
%
|
|
7.7
|
|
|
3.8
|
%
|
||||||||
Other
|
1.9
|
|
|
3.9
|
|
|
3.6
|
|
|
7.3
|
|
|
6.8
|
|
|
353.7
|
%
|
|
0.3
|
|
|
7.2
|
%
|
|
1.5
|
|
|
41.7
|
%
|
|
0.5
|
|
|
6.8
|
%
|
||||||||
Eliminations
|
(1.6
|
)
|
|
(4.6
|
)
|
|
(5.8
|
)
|
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.6
|
)
|
|
NA
|
|
(19.9
|
)
|
|
NA
|
|
(47.1
|
)
|
|
NA
|
|
(30.9
|
)
|
|
NA
|
||||||||||||
Consolidated Results
|
$
|
1,890.2
|
|
|
$
|
1,232.4
|
|
|
$
|
3,048.4
|
|
|
$
|
2,206.6
|
|
|
$
|
198.9
|
|
|
10.5
|
%
|
|
$
|
95.3
|
|
|
7.7
|
%
|
|
$
|
322.4
|
|
|
10.6
|
%
|
|
$
|
141.5
|
|
|
6.4
|
%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Net income
|
$
|
83.3
|
|
|
4.4
|
%
|
|
$
|
24.4
|
|
|
2.0
|
%
|
|
$
|
124.0
|
|
|
4.1
|
%
|
|
$
|
21.6
|
|
|
1.0
|
%
|
Interest expense, net
|
14.8
|
|
|
0.8
|
%
|
|
12.6
|
|
|
1.0
|
%
|
|
27.4
|
|
|
0.9
|
%
|
|
24.8
|
|
|
1.1
|
%
|
||||
Provision for income taxes
|
55.4
|
|
|
2.9
|
%
|
|
17.6
|
|
|
1.4
|
%
|
|
82.8
|
|
|
2.7
|
%
|
|
15.5
|
|
|
0.7
|
%
|
||||
Depreciation and amortization
|
45.4
|
|
|
2.4
|
%
|
|
40.7
|
|
|
3.3
|
%
|
|
88.3
|
|
|
2.9
|
%
|
|
79.7
|
|
|
3.6
|
%
|
||||
EBITDA
|
$
|
198.9
|
|
|
10.5
|
%
|
|
$
|
95.3
|
|
|
7.7
|
%
|
|
$
|
322.4
|
|
|
10.6
|
%
|
|
$
|
141.5
|
|
|
6.4
|
%
|
Non-cash stock-based compensation expense
|
3.4
|
|
|
0.2
|
%
|
|
3.9
|
|
|
0.3
|
%
|
|
7.2
|
|
|
0.2
|
%
|
|
7.4
|
|
|
0.3
|
%
|
||||
Restructuring charges
|
—
|
|
|
—
|
%
|
|
5.1
|
|
|
0.4
|
%
|
|
0.6
|
|
|
0.0
|
%
|
|
9.1
|
|
|
0.4
|
%
|
||||
Project results from non-controlled joint venture
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
7.0
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
||||
Adjusted EBITDA
|
$
|
202.3
|
|
|
10.7
|
%
|
|
$
|
104.3
|
|
|
8.5
|
%
|
|
$
|
337.1
|
|
|
11.1
|
%
|
|
$
|
158.1
|
|
|
7.2
|
%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
EBITDA
|
$
|
198.9
|
|
|
10.5
|
%
|
|
$
|
95.3
|
|
|
7.7
|
%
|
|
$
|
322.4
|
|
|
10.6
|
%
|
|
$
|
141.5
|
|
|
6.4
|
%
|
Non-cash stock-based compensation expense
|
3.4
|
|
|
0.2
|
%
|
|
3.9
|
|
|
0.3
|
%
|
|
7.2
|
|
|
0.2
|
%
|
|
7.4
|
|
|
0.3
|
%
|
||||
Restructuring charges
|
—
|
|
|
—
|
%
|
|
5.1
|
|
|
0.4
|
%
|
|
0.6
|
|
|
—
|
%
|
|
9.1
|
|
|
0.4
|
%
|
||||
Project results from non-controlled joint venture
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
7.0
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
||||
Adjusted EBITDA
|
$
|
202.3
|
|
|
10.7
|
%
|
|
$
|
104.3
|
|
|
8.5
|
%
|
|
$
|
337.1
|
|
|
11.1
|
%
|
|
$
|
158.1
|
|
|
7.2
|
%
|
Reportable Segment:
|
|
|
|
|
|
|
|
||||||||||||||||||||
Communications
|
$
|
59.6
|
|
|
10.1
|
%
|
|
$
|
66.6
|
|
|
11.2
|
%
|
|
$
|
108.1
|
|
|
9.4
|
%
|
|
$
|
128.4
|
|
|
11.6
|
%
|
Oil and Gas
|
154.0
|
|
|
13.5
|
%
|
|
56.5
|
|
|
13.3
|
%
|
|
247.9
|
|
|
15.5
|
%
|
|
76.1
|
|
|
10.6
|
%
|
||||
Electrical Transmission
|
3.5
|
|
|
3.7
|
%
|
|
(7.8
|
)
|
|
(8.1
|
)%
|
|
7.3
|
|
|
3.7
|
%
|
|
(30.9
|
)
|
|
(17.0
|
)%
|
||||
Power Generation and Industrial
|
4.7
|
|
|
7.8
|
%
|
|
4.8
|
|
|
4.0
|
%
|
|
5.6
|
|
|
5.2
|
%
|
|
7.7
|
|
|
3.8
|
%
|
||||
Other
|
6.8
|
|
|
353.7
|
%
|
|
0.3
|
|
|
7.2
|
%
|
|
8.5
|
|
|
235.2
|
%
|
|
0.5
|
|
|
6.8
|
%
|
||||
Corporate
|
(26.3
|
)
|
|
NA
|
|
(16.1
|
)
|
|
NA
|
|
(40.3
|
)
|
|
NA
|
|
(23.7
|
)
|
|
NA
|
||||||||
Adjusted EBITDA
|
$
|
202.3
|
|
|
10.7
|
%
|
|
$
|
104.3
|
|
|
8.5
|
%
|
|
$
|
337.1
|
|
|
11.1
|
%
|
|
$
|
158.1
|
|
|
7.2
|
%
|
|
For the Three Months Ended June 30,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Net Income
(in millions) |
|
Diluted Earnings Per Share
|
|
Net Income
(in millions) |
|
Diluted Earnings Per Share
|
||||||||
Reported U.S. GAAP measure
|
$
|
83.3
|
|
|
$
|
0.99
|
|
|
$
|
24.4
|
|
|
$
|
0.30
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Non-cash stock-based compensation expense
|
3.4
|
|
|
0.04
|
|
|
3.9
|
|
|
0.05
|
|
||||
Restructuring charges
|
—
|
|
|
—
|
|
|
5.1
|
|
|
0.06
|
|
||||
Total adjustments, pre-tax
|
3.4
|
|
|
0.04
|
|
|
8.9
|
|
|
0.11
|
|
||||
Income tax effect of adjustments
(a)
|
0.0
|
|
|
0.00
|
|
|
(3.4
|
)
|
|
(0.04
|
)
|
||||
Adjusted non-U.S. GAAP measure
|
$
|
86.7
|
|
|
$
|
1.03
|
|
|
$
|
29.9
|
|
|
$
|
0.36
|
|
|
For the Six Months Ended June 30,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Net Income
(in millions) |
|
Diluted Earnings Per Share
|
|
Net Income
(in millions) |
|
Diluted Earnings Per Share
|
||||||||
Reported U.S. GAAP measure
|
$
|
124.0
|
|
|
$
|
1.49
|
|
|
$
|
21.6
|
|
|
$
|
0.26
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Non-cash stock-based compensation expense
|
7.2
|
|
|
0.09
|
|
|
7.4
|
|
|
0.09
|
|
||||
Restructuring charges
|
0.6
|
|
|
0.01
|
|
|
9.1
|
|
|
0.11
|
|
||||
Project results from non-controlled joint venture
|
7.0
|
|
|
0.08
|
|
|
—
|
|
|
—
|
|
||||
Total adjustments, pre-tax
|
14.7
|
|
|
0.18
|
|
|
16.5
|
|
|
0.20
|
|
||||
Income tax effect of adjustments
(a)
|
(3.6
|
)
|
|
(0.04
|
)
|
|
(6.6
|
)
|
|
(0.08
|
)
|
||||
Adjusted non-U.S. GAAP measure
|
$
|
135.1
|
|
|
$
|
1.63
|
|
|
$
|
31.5
|
|
|
$
|
0.39
|
|
(a)
|
Represents the tax effect of the adjusted items that are subject to tax, including the tax effects of share-based compensation expense. Tax effects are determined based on the tax treatment of the related items, the incremental statutory tax rate of the jurisdictions pertaining to each adjustment, and taking into consideration their effect on pre-tax income. For the
three
and
six
month period ended
June 30, 2017
, our consolidated effective tax rate as reported was
40%
, and as adjusted, was
39%
. For the
three
and
six
month periods ended
June 30, 2016
, our consolidated effective tax rate, as reported was
42%
, and as adjusted, was
41%
.
|
|
For the Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net cash (used in) provided by operating activities
|
$
|
(88.0
|
)
|
|
$
|
28.5
|
|
Net cash used in investing activities
|
$
|
(149.3
|
)
|
|
$
|
(59.9
|
)
|
Net cash used in financing activities
|
$
|
216.6
|
|
|
$
|
36.0
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
Period
|
|
Total Number of Shares Purchased
(a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
(b)
|
|
Approximate Dollar Value of Shares that May Yet be Purchased under the Program
|
||||||
April 1 through April 30
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
100,000,000
|
|
May 1 through May 31
|
|
427
|
|
|
$
|
43.35
|
|
|
—
|
|
|
$
|
100,000,000
|
|
June 1 through June 30
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
100,000,000
|
|
Total
|
|
427
|
|
|
|
|
—
|
|
|
|
(a)
|
Reflects share repurchases associated with certain employee elections under compensation and benefit programs.
|
(b)
|
No shares were purchased for the
three
months ended
June 30, 2017
under the Company’s $100 million 2016 Share Repurchase Program, which was publicly announced on February 26, 2016 and does not have an expiration date.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
|
MASTEC, INC.
|
Date:
|
August 3, 2017
|
|
|
|
/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)
|
Exhibit No.
|
|
Description
|
4.1*
|
|
|
12.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
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
|
*
|
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 agrees, jointly and severally with all existing guarantors (if any), to (i) provide an unconditional guarantee on the terms and subject to the conditions set forth in (A) Article Seventeen of the Indenture and (B) Article Eleven of the Fifth Supplemental Indenture and (ii) be bound by all other applicable 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
|
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 Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Earnings:
|
|
|
|
||||
Income before income taxes
|
$
|
206,751
|
|
|
$
|
37,071
|
|
Add: Fixed charges
|
107,767
|
|
|
80,593
|
|
||
Less: Undistributed earnings from equity method investees
|
7,706
|
|
|
3,555
|
|
||
Total earnings
|
$
|
306,812
|
|
|
$
|
114,109
|
|
Fixed charges:
|
|
|
|
||||
Interest expense
|
$
|
27,556
|
|
|
$
|
25,146
|
|
Estimate of interest expense within rental expense
|
80,211
|
|
|
55,447
|
|
||
Total fixed charges
|
$
|
107,767
|
|
|
$
|
80,593
|
|
Ratio of earnings to fixed charges
|
2.8
|
|
|
1.4
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 3, 2017
|
|
|
|
|
|
|
/s
/ José R. Mas
|
|
|
José R. Mas
Chief Executive Officer
(Principal Executive Officer)
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 3, 2017
|
|
|
|
|
|
|
/s/ George L. Pita
|
|
|
George L. Pita
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
August 3, 2017
|
|
|
|
|
|
|
/s/ José R. Mas
|
|
|
José R. Mas
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
August 3, 2017
|
|
|
|
|
|
|
/s/ George L. Pita
|
|
|
George L. Pita
Chief Financial Officer
(Principal Financial and Accounting Officer)
|