10-Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
Form 10-Q
_____________________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
Commission File Number 001-08106
_____________________________________________

MasTec, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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)
(305) 599-1800
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ    No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ    No ¨
Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ
 
Non-accelerated filer
¨
 
 
 
 
 
Accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
¨
    Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Act.)    Yes ¨   No   þ 
As of August 12, 2015, MasTec, Inc. had 79,839,747 shares of common stock, $0.10 par value, outstanding.





MASTEC, INC
FORM 10-Q
QUARTER ENDED JUNE 30, 2015

TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 

2


Explanatory Note
As more fully described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “2014 Form 10-K”), MasTec, Inc. (the “Company”) has restated its condensed unaudited consolidated financial statements for the three and six month periods ended June 30, 2014. All financial information with respect to the 2014 periods presented in this report reflects the restated financial information. For a discussion of the restatement and adjustments made as a result of the restatement, as well as the status of the Audit Committee’s independent investigation, see Note 2 - Independent Investigation of the Audit Committee and Related Restatements in the notes to the audited consolidated financial statements included in the 2014 Form 10-K, as well as Note 1 - Business, Basis of Presentation and Significant Accounting Policies in the notes to the condensed unaudited consolidated financial statements included in this report.
PART I.     FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS


MASTEC, INC.
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
As Restated
 
 
 
As Restated
Revenue
$
1,066,629

 
$
1,107,232

 
$
2,069,896

 
$
2,065,050

Costs of revenue, excluding depreciation and amortization
945,947

 
950,715

 
1,832,361

 
1,792,040

Depreciation and amortization
43,254

 
36,755

 
85,852

 
70,249

General and administrative expenses
69,250

 
54,237

 
143,279

 
107,564

Interest expense, net
12,907

 
12,949

 
23,880

 
24,952

Other income, net
(2,353
)
 
(1,923
)
 
(2,360
)
 
(4,007
)
(Loss) income from continuing operations before income taxes
$
(2,376
)
 
$
54,499

 
$
(13,116
)
 
$
74,252

(Provision for) benefit from income taxes
(1,444
)
 
(20,761
)
 
2,908

 
(28,250
)
Net (loss) income from continuing operations
$
(3,820
)
 
$
33,738

 
$
(10,208
)
 
$
46,002

Discontinued operations:
 
 
 
 
 
 
 
Net loss from discontinued operations
$
—

 
$
(149
)
 
$
—

 
$
(272
)
Net (loss) income
$
(3,820
)
 
$
33,589

 
$
(10,208
)
 
$
45,730

Net loss attributable to non-controlling interests
(120
)
 
(136
)
 
(245
)
 
(91
)
Net (loss) income attributable to MasTec, Inc.
$
(3,700
)

$
33,725

 
$
(9,963
)
 
$
45,821

Earnings per share (See Note 2):
 
 
 
 
 
 
 
Basic (loss) earnings per share:
 
 
 
 
 
 
 
Continuing operations
$
(0.05
)
 
$
0.43

 
$
(0.12
)
 
$
0.59

Discontinued operations
—

 
(0.00
)
 
—

 
(0.00
)
Total basic (loss) earnings per share
$
(0.05
)
 
$
0.43

 
$
(0.12
)
 
$
0.59

Basic weighted average common shares outstanding
79,830

 
78,269

 
81,106

 
77,810

Diluted (loss) earnings per share:


 


 
 
 
 
Continuing operations
$
(0.05
)
 
$
0.39

 
$
(0.12
)
 
$
0.53

Discontinued operations
$
—

 
$
(0.00
)
 
$
—

 
$
(0.00
)
Total diluted (loss) earnings per share
$
(0.05
)
 
$
0.39

 
$
(0.12
)
 
$
0.53

Diluted weighted average common shares outstanding
79,830

 
86,730

 
81,106

 
86,675



The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.


3



MASTEC, INC.
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
As Restated
 
 
 
As Restated
Net (loss) income
$
(3,820
)
 
$
33,589

 
$
(10,208
)
 
$
45,730

Other comprehensive income (loss) (See Note 12):
 
 
 
 
 
 
 
Foreign currency translation adjustments, net of tax
3,309

 
7,676

 
(18,719
)
 
2,340

Comprehensive (loss) income
$
(511
)
 
$
41,265

 
$
(28,927
)
 
$
48,070

Comprehensive loss attributable to non-controlling interests
(120
)
 
(136
)
 
(245
)
 
(91
)
Comprehensive (loss) income attributable to MasTec, Inc.
$
(391
)
 
$
41,401

 
$
(28,682
)
 
$
48,161


The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.



4



MASTEC, INC.
CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS
 (in thousands, except shares and per share amounts)

 
June 30,
2015
 
December 31,
2014
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
4,755

 
$
24,059

Accounts receivable, net of allowance
1,126,927

 
1,303,552

Inventories, net
103,299

 
112,804

Prepaid expenses and other current assets
119,284

 
91,336

Total current assets
$
1,354,265

 
$
1,531,751

Property and equipment, net
614,826

 
623,118

Goodwill
1,073,110

 
1,082,466

Other intangible assets, net
230,076

 
250,373

Other long-term assets
84,626

 
76,272

Total assets
$
3,356,903

 
$
3,563,980

Liabilities and equity
 
 
 
Current liabilities:
 
 
 
Current maturities of long-term debt
$
78,362

 
$
73,631

Accounts payable
434,436

 
485,347

Accrued salaries and wages
73,023

 
60,528

Other accrued expenses
89,665

 
89,343

Acquisition-related contingent consideration, current
20,595

 
49,798

Billings in excess of costs and earnings
121,854

 
155,674

Other current liabilities
35,033

 
66,527

Total current liabilities
$
852,968

 
$
980,848

Acquisition-related contingent consideration, net of current portion
87,075

 
103,515

Long-term debt
1,136,783

 
1,061,159

Long-term deferred tax liabilities, net
189,824

 
203,476

Other long-term liabilities
63,102

 
66,907

Total liabilities
$
2,329,752

 
$
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 - 87,933,751 and 87,614,955 as of June 30, 2015 and December 31, 2014, respectively
8,793

 
8,762

Capital surplus
764,661

 
756,688

Retained earnings
447,824

 
457,788

Accumulated other comprehensive loss
(52,723
)
 
(34,004
)
Treasury stock, at cost: 8,094,004 and 2,876,311 shares as of June 30, 2015 and December 31, 2014, respectively
(145,573
)
 
(45,573
)
Total MasTec, Inc. shareholders’ equity
$
1,022,982

 
$
1,143,661

Non-controlling interests
$
4,169

 
$
4,414

Total equity
$
1,027,151

 
$
1,148,075

Total liabilities and equity
$
3,356,903

 
$
3,563,980


The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

 

5


MASTEC, INC.
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
For the Six Months Ended June 30,
 
2015
 
2014
 
 
 
As Restated
Cash flows from operating activities:
 
 
 
Net (loss) income
$
(10,208
)
 
$
45,730

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
85,852

 
70,249

Non-cash interest expense
1,324

 
4,642

Non-cash stock-based compensation expense
6,320

 
7,480

Excess tax benefit from stock-based compensation
(53
)
 
(3,386
)
(Benefit from) provision for deferred income taxes
(10,026
)
 
11,160

Other non-cash items
736

 
438

Gains on sales of assets
(1,427
)
 
(2,593
)
Non-cash change in estimated fair value of acquisition-related contingent consideration
(3,601
)
 
—

Changes in assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
159,384

 
(12,848
)
Inventories
9,356

 
(37,140
)
Other assets, current and long-term portion
5,587

 
3,273

Accounts payable and accrued expenses
(37,335
)
 
(8,816
)
Billings in excess of costs and earnings
(33,100
)
 
(13,095
)
Book overdrafts
1,217

 
(1,355
)
Other liabilities, current and long-term portion
(8,173
)
 
(8,420
)
Net cash provided by operating activities
$
165,853

 
$
55,319

Cash flows used in investing activities:
 
 
 
Cash paid for acquisitions, net of cash acquired
(148
)
 
(162,901
)
Capital expenditures
(48,431
)
 
(67,566
)
Proceeds from sale of property and equipment
4,146

 
8,752

Payments for other investments, net
(69,795
)
 
573

Net cash used in investing activities
$
(114,228
)
 
$
(221,142
)
Cash flows (used in) provided by financing activities:
 
 
 
Proceeds from credit facilities
844,494

 
815,840

Repayments of credit facilities
(741,302
)
 
(463,713
)
Repayment of senior convertible notes
—

 
(105,325
)
Repayments of other borrowings
(6,683
)
 
(7,220
)
Payments of capital lease obligations
(28,469
)
 
(23,023
)
Repurchase of common stock
(100,000
)
 
—

Proceeds from stock-based awards, net of tax withholdings
1,849

 
(578
)
Excess tax benefit from stock-based compensation
53

 
3,386

Payments of acquisition-related contingent consideration
(39,257
)
 
(58,902
)
Payments of financing costs
(1,053
)
 
(1,298
)
Net cash (used in) provided by financing activities
$
(70,368
)
 
$
159,167

Effect of currency translation on cash
(561
)
 
(347
)
Net decrease in cash and cash equivalents
$
(19,304
)
 
$
(7,003
)
Cash and cash equivalents - beginning of period
$
24,059

 
$
22,927

Cash and cash equivalents - end of period
$
4,755

 
$
15,924

Supplemental cash flow information:
 
 
 
Interest paid
$
22,837

 
$
20,247

Income taxes paid, net of refunds
$
5,429

 
$
29,901

Supplemental disclosure of non-cash information:
 
 
 
Equipment acquired under capital lease
$
16,084

 
$
44,574

Equipment acquired under financing arrangements
$
11,062

 
$
5,780

Acquisition-related contingent consideration, new business combinations
—

 
$
33,612

Premium shares, conversion of convertible notes
—

 
$
114,785

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

6


MASTEC, INC.
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Business, Basis of Presentation and Significant Accounting Policies
Nature of the Business
MasTec, Inc. (collectively with its subsidiaries, “MasTec” or the “Company”) is a leading infrastructure construction company operating mainly throughout North America across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy and utility infrastructure, such as: wireless, wireline/fiber and satellite communications; petroleum and natural gas pipeline infrastructure; electrical utility transmission and distribution; power generation; and industrial infrastructure. MasTec’s customers are primarily in these industries. MasTec reports its results under five reportable segments: (1) Communications; (2) Oil and Gas; (3) Electrical Transmission; (4) Power Generation and Industrial; and (5) Other.
Basis of Presentation
The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated balance sheet as of December 31, 2014 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these condensed unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2014 contained in the 2014 Form 10-K. In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. Certain prior year amounts have been reclassified to conform to the current period presentation. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these condensed unaudited consolidated financial statements are adequate to make the information not misleading. In these condensed unaudited consolidated financial statements, “$” means U.S. dollars unless otherwise noted.
Principles of Consolidation
The accompanying condensed unaudited consolidated financial statements include MasTec, Inc. and its subsidiaries and include the accounts of all majority owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest. Other parties’ interests in companies for which MasTec exercises control and has a controlling financial interest are reported as non-controlling interests within equity. Net income or loss attributable to non-controlling interests is reported as a separate line item below net income or loss. The Company’s investments in entities in which the Company does not have a controlling interest, but for which it has the ability to exert significant influence, are accounted for using the equity method of accounting. Equity method investments are recorded as other long-term assets in the condensed unaudited consolidated balance sheets. Income or loss from these investments is recorded within other income or expense in the condensed unaudited consolidated statements of operations. The cost method is used for investments in entities in which the Company does not have the ability to exert significant influence. All significant intercompany balances and transactions have been eliminated in consolidation. The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at period-end exchange rates, with resulting translation gains or losses accumulated within other comprehensive income or loss. Revenue and expenses are translated into U.S. dollars at average rates of exchange during the applicable period. Substantially all of our foreign operations use the local currency as the functional currency. Gains or losses resulting from transactions executed in a foreign currency are included in other income or expense, net. The Company does not currently have subsidiaries that operate in highly inflationary environments. The results of operations and financial position of any discontinued operations are aggregated and presented separately from the Company’s continuing operations in the condensed unaudited consolidated financial statements for all periods presented.
Restatement of Previously Reported Condensed Unaudited Consolidated Financial Statements
As disclosed in the 2014 Form 10-K, the Company restated its condensed unaudited consolidated financial statements for the three and six month periods ended June 30, 2014 and presented these restated results in Note 2 - Independent Investigation of the Audit Committee and Related Restatements of the 2014 Form 10-K. The condensed unaudited consolidated financial statements, along with the related notes thereto as of and for the three and six month periods ended June 30, 2014 reflect these restatements. The restatement adjustments had the following effects on the 2014 periods:
•
An increase in revenue of $2.7 million for the three month period ended June 30, 2014, and a decrease in revenue of $3.5 million for the six month period ended June 30, 2014, associated with changes in cost-to-complete estimates on projects accounted for under the percentage-of-completion method, primarily in the Electrical Transmission segment;
•
Immaterial adjustments in costs of revenues, excluding depreciation and amortization, and other income, net, for the three and six month periods ended June 30, 2014;
•
An increase in income tax expense of $1.0 million for the three month period ended June 30, 2014, and a decrease in income tax expense of $1.4 million for the six month period ended June 30, 2014, representing the tax effects of the adjustments;
•
An increase in net income from continuing operations of $1.7 million for the three month period ended June 30, 2014, and a decrease in net income from continuing operations of $2.3 million for the six month period ended June 30, 2014; and

7


•
An increase in basic and diluted earnings per share of $0.02 each for the three month period ended June 30, 2014, and a decrease in basic and diluted earnings per share of $0.03 each for the six month period ended June 30, 2014.
In addition, there were the following balance sheet effects:
•
a decrease in costs and earnings in excess of billings of $4.4 million from cost-to-complete estimate changes, primarily in the Electrical Transmission segment;
•
a reclassification adjustment associated with cost-to-complete estimates that decreased costs and earnings in excess of billings and other current liabilities by $4.1 million;
•
a decrease in billings in excess of costs and earnings of $0.8 million; and
•
an increase in current taxes receivable of $1.4 million, as well as other immaterial adjustments within various segments.

Investments in Affiliates and Other Entities
In the ordinary course of business, the Company enters into various investment arrangements, which may include equity or other interests in business entities, including contractual joint ventures or other forms of equity participation. These investment arrangements may include financing arrangements, such as the extension of loans. See Note 3 - Acquisitions and Note 5 - Fair Value of Financial Instruments for discussion pertaining to certain of the Company’s cost and equity method investments and other investment arrangements. In connection with certain of these investment arrangements, the Company provides infrastructure construction services to or through its equity investees and/or contractual joint ventures. Management determines whether such investment arrangements involve a variable interest entity (“VIE”) based on the characteristics of the particular entity. If an entity is determined to be a VIE, then management determines if the Company is the primary beneficiary of the entity and whether or not consolidation of the VIE within the Company's financial statements is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the primary activities of the VIE and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, which, in either case, could be significant to the VIE. If management determines that the Company is the primary beneficiary of a VIE, then the VIE would be consolidated, and the other party’s equity interest in the VIE would be accounted for as a non-controlling interest. As of June 30, 2015, the Company determined that certain of its investment arrangements were VIEs, but that it was not the primary beneficiary of its VIEs. In arrangements in which the Company has an undivided interest in the assets, liabilities, revenues and profits or losses of an unincorporated entity, such amounts are consolidated on a basis proportional to the Company’s ownership interest in the unincorporated entity.
Management Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue, less project costs of revenue, including depreciation), in particular, on long-term construction contracts, or other projects accounted for under the percentage-of-completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of contract price adjustments that are probable; allowances for doubtful accounts; estimated fair values of goodwill and intangible assets and liabilities, acquisition-related contingent consideration and investments in cost and equity method investees; asset lives used in computing depreciation and amortization; accrued self-insured claims; share-based compensation; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are fair when considered in conjunction with the consolidated financial position and results of operations taken as a whole, actual results could differ from those estimates and such differences could be material to the condensed unaudited consolidated financial statements.
Significant Accounting Policies
Revenue Recognition
Revenue is derived from projects performed under master and other service agreements as well as from fixed price contracts for specific projects or jobs requiring the construction and installation of an entire infrastructure system or specified units within an entire infrastructure system. The Company frequently provides maintenance, installation and repair work under unit price or fixed price master service or other service agreements that are renewed on a periodic basis. Revenue and related costs for master and other service agreements billed on a time and materials basis are recognized as the services are rendered. Revenue derived from projects performed under master service and other service agreements totaled 45% and 50% of revenue for the three month periods ended June 30, 2015 and 2014, respectively, and totaled 48% and 52% of revenue, respectively, for the six month periods ended June 30, 2015 and 2014. The Company also performs services under master and other service agreements on a fixed fee basis, under which MasTec furnishes specified units of service for a fixed price per unit of service and revenue is recognized as the services are rendered. Revenue from fixed price contracts provides for a fixed amount of revenue for the entire project, subject to certain additions for changed scope or specifications. Revenue from these contracts, as well as for certain projects pursuant to master and other service agreements, is recognized using the percentage-of-completion method, under which the percentage of revenue to be recognized for a given project is measured by the percentage of costs incurred to date on the contract to the total estimated costs for the contract. Such contracts provide that the customer accept completion of progress to date and compensate the Company for services rendered, which may be measured in terms of costs incurred, units installed, hours expended or some other measure of progress. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and the operational costs of capital equipment (excluding depreciation). Much of the materials associated with the Company’s work are customer-furnished and are therefore not included in contract revenue and costs.
The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s engineers, project managers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and final contract settlements are factors that influence management’s assessment of total

8


contract value and total estimated costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Excluding the effects of previously disclosed first quarter 2015 project losses of $16.0 million on a Canadian wind project and $5.5 million on a non-controlled proportionately consolidated Canadian joint venture, project profit was affected by less than 5% for both the six month periods ended June 30, 2015 and 2014 as a result of changes in contract estimates included in projects that were in process as of December 31, 2014 and 2013, respectively. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. The majority of fixed price contracts are generally completed within one year.
The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer. The Company treats project costs as a cost of contract performance in the period incurred if it is not probable that the costs will be recovered, or defers costs and/or recognizes revenue up to the amount of the related cost if it is probable that the contract price will be adjusted and can be reliably estimated. As of June 30, 2015 and December 31, 2014, the Company had approximately $82 million and $87 million, respectively, of change orders and/or claims that had been included as contract price adjustments on certain contracts that were in the process of being resolved in the normal course of business, including through negotiation, arbitration and other proceedings. These contract price adjustments, which are included within costs and earnings in excess of billings, or billed accounts receivable as appropriate, represent management’s best estimate of contract revenue that has been or will be earned and that management believes is probable of collection. As of both June 30, 2015 and December 31, 2014, outstanding change orders and/or claims were derived from contracts in the Electrical Transmission and Oil and Gas segments. The Company actively engages in substantive meetings with these customers to complete the final approval process, and expects these processes to be completed within one year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts.
Billings in excess of costs and estimated earnings on uncompleted contracts are classified as current liabilities. Costs and estimated earnings in excess of billings, or work in process, is classified within current assets for the majority of the Company’s projects. Work in process on contracts is based on work performed but not yet billed to customers as per individual contract terms.
Except for adoption of the accounting pronouncement discussed below, there have been no material changes to the significant accounting policies set forth in the 2014 Form 10-K.
New Accounting Pronouncements
Accounting Standards Not Yet Adopted
In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 requires inventory measured using any method other than last-in, first out (“LIFO”) or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. Under this ASU, subsequent measurement of inventory using the LIFO and retail inventory method is unchanged. ASU 2015-11 is effective prospectively for fiscal years, and for interim periods within those years, beginning after December 15, 2016. Early application is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides guidance for determining whether a cloud computing arrangement includes a software license and requires that all software licenses within the scope of Subtopic 350-40 be accounted for in a manner consistent with other licenses of intangible assets. ASU 2015-05 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. Retrospective application is permitted for all relevant prior periods. The Company is currently evaluating the potential impact of this ASU on its consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented as a direct deduction from the carrying amount of the debt, consistent with debt discounts. ASU 2015-03 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. Retrospective application is required for all relevant prior periods. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 changes the evaluation that a reporting entity must perform to determine whether it should consolidate certain types of legal entities, reduces the number of consolidation models and places emphasis on risk of loss when determining a controlling financial interest. Under ASU 2015-02, all entities are within the scope of Accounting Standards Codification (“ASC”) Subtopic 810, Consolidation, including limited partnerships and similar legal entities, unless a scope exception applies. The presumption that a general partner controls a limited partnership has been eliminated. In addition, fees paid to decision makers that meet certain conditions no longer cause consolidation of VIEs in certain instances. The amendments place more emphasis on variable interests other than fee arrangements and reduce the extent to which related party arrangements cause an entity to be considered a primary beneficiary. ASU 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. The Company is currently evaluating the potential impact of this ASU on its consolidated financial statements.
In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”). ASU 2015-01 eliminates the presentation and disclosure requirements of extraordinary items because it was unclear when an item should be considered both unusual and infrequent and it was extremely rare

9


in practice. ASU 2015-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption of this ASU to have an impact on its consolidated financial statements.
In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force) (“ASU 2014-16”). The amendments in ASU 2014-16 do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. Rather, ASU 2014-16 clarifies how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. ASU 2014-16 is effective for existing hybrid financial instruments issued in the form of a share on a modified retrospective basis for fiscal years, and for interim periods within those years, beginning after December 15, 2015. Retrospective application is permitted for all relevant prior periods. The Company does not expect the adoption of this ASU to have an impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The core principle of this ASU is that a company will recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance and will be required to disclose information about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including disclosure of assumptions and estimates where significant judgment has been applied. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of ASU 2014-09 by one year. ASU 2014-09, as amended, is effective using either the retrospective or cumulative effect transition method for fiscal years, and for interim periods within those years, beginning after December 15, 2017. Early application is permitted, but not before fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently determining which transition method will be used and evaluating the potential impact of this ASU on its consolidated financial statements.
Recently Adopted Accounting Pronouncements
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). ASU 2014-08 changes the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Only disposals of components of an entity representing a strategic shift that has, or will have, a major effect on an entity’s operations and financial results should be reported as discontinued operations under ASU 2014-08. Examples include a disposal of a major geographical area, a major line of business, or a major equity method investment. ASU 2014-08 also requires expanded disclosure about discontinued operations and requires disclosure about individually significant dispositions that do not qualify as a discontinued operation. ASU 2014-08 is effective prospectively for fiscal years, and for interim periods within those years, beginning after December 15, 2014. The Company adopted ASU 2014-08 as of January 1, 2015. The adoption of this ASU did not have an impact on the Company’s condensed unaudited consolidated financial statements, but could impact whether future disposals of operations would qualify as discontinued operations.
Note 2 – Earnings Per Share
Basic earnings or loss per share is computed by dividing net income or loss available to MasTec’s common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings or loss per share is computed by dividing net income or loss available to MasTec’s common shareholders by the number of fully diluted shares, which includes the effect of dilutive potential issuances of common shares as determined using earnings from continuing operations, including the potential issuance of common shares upon the exercise, conversion or vesting of outstanding stock options and unvested restricted shares, as calculated under the treasury stock method, as well as shares associated with the Company’s convertible debt securities, which matured and were converted in 2014. For the three and six month periods ended June 30, 2015, the Company reported a net loss from continuing operations. As a result, dilutive common shares totaling 476,769 and 495,181 for the three and six month periods ended June 30, 2015, respectively, have been excluded from the calculation of diluted net loss per share for the related periods as their effect would have been anti-dilutive. Therefore, diluted net loss per share is the same as basic net loss per share for the three and six month periods ended June 30, 2015.
There were no anti-dilutive common stock equivalents for the three and six month periods ended June 30, 2015, except for those excluded from the calculation of diluted net loss per share as discussed above. For the three and six month periods ended June 30, 2014, there were 304,600 and 182,218 weighted average anti-dilutive common stock equivalents that were not included in calculation of diluted earnings per share because their effect would have been anti-dilutive.

10


The following table provides details underlying the Company’s earnings per share calculations for the periods indicated (in thousands):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
As Restated
 
 
 
As Restated
Net (loss) income attributable to MasTec:
 
 
 
 
 
 
 
Net (loss) income, continuing operations - basic (a)
$
(3,700
)
 
$
33,874

 
$
(9,963
)
 
$
46,093

Interest expense, net of tax, convertible notes
—

 
68

 
—

 
146

Net (loss) income, continuing operations - diluted
$
(3,700
)
 
$
33,942

 
$
(9,963
)
 
$
46,239

Net loss from discontinued operations - basic and diluted (a)
—

 
(149
)
 
—

 
(272
)
Net (loss) income attributable to MasTec - diluted
$
(3,700
)
 
$
33,793

 
$
(9,963
)
 
$
45,967

Weighted average shares outstanding:
 
 
 
 
 
 
 
Weighted average shares outstanding - basic
79,830

 
78,269

 
81,106

 
77,810

Dilutive common stock equivalents
—

 
750

 
—

 
799

Dilutive shares, convertible notes
—

 
7,711

 
—

 
8,066

Weighted average shares outstanding - diluted
79,830

 
86,730

 
81,106

 
86,675

(a)
Calculated as total net (loss) income less amounts attributable to non-controlling interests.
Convertible Notes - Diluted Share Impact
In June 2014, $115 million aggregate principal amount of 4.0% senior convertible notes (the “4.0% Convertible Notes”) matured, at which time the holders elected to convert the notes. Upon conversion, the Company paid $105 million in cash and issued 4.2 million shares of common stock in respect thereof. The 4.0% Convertible Notes were composed of $105 million of 4.0% Convertible Notes issued in 2011 (the “2011 4.0% Notes”) and approximately $10 million of 4.0% Convertible Notes issued in 2009 (the “2009 4.0% Notes”). Additionally, in December 2014, $100 million aggregate principal amount of 4.25% senior convertible notes (the “4.25% Convertible Notes”) matured and were converted, and, upon conversion, the Company paid $97 million in cash and issued 2.4 million shares of common stock in respect of such notes. The 4.25% Convertible Notes were composed of $97 million of 4.25% Convertible Notes issued in 2011 (the “2011 4.25% Notes”) and $3 million of 4.25% Convertible Notes issued in 2009 (the “2009 4.25% Notes”). The 2009 4.0% Notes and the 2009 4.25% Notes are collectively referred to as the “2009 Convertible Notes,” and the 2011 4.0% Notes and the 2011 4.25% Notes are collectively referred to as the “2011 Convertible Notes.”
Until maturity of the 2009 Convertible Notes in 2014, dilutive shares associated with these notes were attributable to the underlying principal amounts and were reflected in the calculation of weighted average diluted earnings per share for the corresponding periods by application of the “if-converted” method. The 2011 Convertible Notes had an optional cash settlement feature, which allowed the Company to settle the principal amount in cash. Until their maturity in 2014, dilutive shares associated with the 2011 Convertible Notes were derived from the premium value of the notes in excess of their principal amounts, as calculated using the treasury stock method. These shares were referred to as the “premium shares.”

The 4.0% Convertible Notes were convertible at $15.76 per share, and the 4.25% Convertible Notes were convertible at $15.48 per share. The calculations underlying the number of premium shares included in the Company’s diluted share count for the periods indicated were as follows (in thousands, except per share amounts):
 
2011 4.25% Notes
Premium Share Information:
For the Three Months Ended June 30, 2014
 
For the Six Months Ended June 30, 2014
Number of conversion shares, principal amount
6,268

 
6,268

Per share price, actual average
$
37.68

 
$
37.82

Premium value
$
139,170

 
$
140,047

Premium shares
3,693

 
3,703

In addition to the premium shares described above, there were 3.3 million and 3.6 million equivalent premium shares included in the Company's dilutive share calculation for the three and six month periods ended June 30, 2014, respectively, related to the 2011 4.0% Notes, as calculated based on the average price per share of the Company's common stock from the beginning of the period through June 15, 2014, the date of maturity.
Note 3 – Acquisitions
The Company acquired several businesses during 2014, as discussed below and in Note 4 - Acquisitions in the notes to the Company’s audited consolidated financial statements included in its 2014 Form 10-K. As of June 30, 2015, determination of the fair values of the net assets acquired, including the estimated values of contingent earn-out obligations and the estimated useful lives of acquired assets for the WesTower acquisition, as discussed below, were provisional and remained preliminary. Management continues to assess the valuation of these items and any ultimate purchase price adjustments that may result based on the final net assets and net working capital, as prescribed in the purchase agreement. The Company will

11


revise its preliminary estimates of the fair values of net assets acquired if new information is obtained about the facts and circumstances existing as of the date of acquisition or for purchase price adjustments. Such adjustments may result in the recognition of, or adjust the fair values of, acquired assets and assumed liabilities, and are presented as if the adjustments had been taken into account as of the date of acquisition, which would result in the revision of comparative prior period financial information. All changes that do not qualify as measurement period adjustments are included in current period results.
2014 Acquisitions
WesTower
Effective October 1, 2014, MasTec acquired all of the issued and outstanding equity interests of WesTower Communications Inc. (“WesTower”). WesTower is a telecommunications services firm focusing on construction and maintenance of communications infrastructure related to wireless networks throughout the United States. WesTower, which provides services to a number of major wireless carriers throughout the Eastern, Central and Western United States, is expected to expand the Company’s geographical presence, market penetration and skilled employee base within its existing wireless operations. WesTower is reported within the Company’s Communications segment.
The following table summarizes the preliminary estimated fair values of consideration paid and identifiable assets acquired and liabilities assumed as of the date of acquisition (in millions):
Acquisition consideration:
October 1, 2014
Cash
$
198.0

Identifiable assets acquired and liabilities assumed:
 
Accounts receivable
$
180.6

Other current assets, including $18.0 million of cash acquired
50.3

Property, equipment and other long-term assets, including deferred tax asset
18.0

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
(89.8
)
Long-term liabilities, including capital lease obligations
(21.1
)
Total identifiable net assets
$
147.3

Goodwill
$
50.7

Total net assets acquired, including goodwill
$
198.0


The fair values and weighted average useful lives of WesTower’s acquired finite-lived intangible assets as of the date of acquisition were assigned as follows:
 
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
Finite-lived intangible assets are amortized in a manner consistent with the pattern in which the related benefits are expected to be consumed. Goodwill arising from the acquisition represents the estimated value of WesTower’s geographic presence in key high growth markets, its assembled workforce and synergies expected to be achieved from the combined operations of WesTower and MasTec. The goodwill balance is not tax deductible.
In connection with the WesTower acquisition, the Company incurred acquisition integration costs of approximately $7.8 million and $16.6 million for the three and six month periods ended June 30, 2015, respectively, which were included within general and administrative expenses within the condensed unaudited consolidated statements of operations. These acquisition integration costs consisted primarily of employee termination costs, including employee compensation relating to the elimination of certain positions, which were determined to be redundant, and other integration-type costs, including facility consolidation expenses, system migration expenses and training costs. The Company is currently in the process of integrating WesTower and expects to incur additional integration costs in 2015. A liability for such costs is recognized and accrued when incurred. As of June 30, 2015 and December 31, 2014, $1.9 million and $3.5 million, respectively, was included within current liabilities relating to acquisition integration costs. Liabilities assumed in connection with the WesTower acquisition also include the estimated value of certain off-market contracts, which are recognized in revenue over the terms of the related contracts.

12


Pacer
Effective June 1, 2014, MasTec acquired all of the issued and outstanding equity interests of Pacer Construction Holdings Corporation and its affiliated operating companies (collectively, “Pacer”). Pacer is a western Canadian civil construction services company, headquartered in Calgary, Alberta, Canada.  Pacer’s services include infrastructure construction primarily in support of oil and gas production, processing, mining and transportation. Pacer, a leading contractor in the Canadian oil sands market, is expected to enhance MasTec’s ability to develop energy infrastructure in western Canada and take advantage of associated opportunities in North America over the coming years. Pacer is primarily reported within the Company’s Oil and Gas segment.
The following table summarizes the estimated fair values of consideration paid and identifiable assets acquired and liabilities assumed, as adjusted, as of the date of acquisition (in millions):
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

The values of certain of the assets acquired and liabilities assumed include the proportionate values of Pacer’s undivided interest in an unincorporated contractual joint venture, which is involved in a civil construction project and is accounted for on a proportional basis. Pacer’s undivided interest in this contractual joint venture automatically terminates upon completion of the project. For the three and six month periods ended June 30, 2015, revenue recognized by the Company on behalf of this contractual joint venture totaled $0.9 million and $1.5 million, respectively. As of June 30, 2015 and December 31, 2014, receivables from this contractual joint venture, including acquired receivables, totaled $1.5 million and $1.8 million, respectively. There are performance guarantees associated with this contractual joint venture of a gross amount of Canadian $132.1 million (or approximately $105.7 million and $113.6 million) as of June 30, 2015 and December 31, 2014, respectively, based on the full contract value of the project, for which Pacer is obligated on a joint and several basis with its other joint venture partner. In addition, from time to time, the Company may provide financing to this contractual joint venture. For the six month period ended June 30, 2015, Pacer provided $4.6 million of financing to this contractual joint venture under financing arrangements. As of both June 30, 2015 and December 31, 2014, there were no additional amounts committed by Pacer to this contractual joint venture under such financing arrangements. This project, which is included in the Other segment, was approximately 60% complete as of June 30, 2015.
The equity method investment obligations identified in the table above represent investments in entities that provide civil construction services. As a result of the ongoing review of the acquired net assets of Pacer, the Company determined that the initial fair value assigned to these investments was in excess of their fair value and that it would cease participation in the operations of its equity method investments in 2015 upon completion of the existing projects. Subsequent to the acquisition date, the Company recorded a $49 million reduction to the acquisition date value of Pacer’s equity method investments to reflect their expected fair values as determined based on their expected net cash outflows, including the wind-down of its investments. For the six month periods ended June 30, 2015, revenue recognized by the Company on behalf of these entities totaled $1.5 million, which amount was outstanding as of June 30, 2015. There are performance guarantees associated with these entities of a gross amount of approximately $57.0 million and $61.2 million as of June 30, 2015 and December 31, 2014, respectively, based on the full contract value of certain projects, for which Pacer is obligated on a joint and several basis with the other shareholders. These projects were in varying stages of completion as of June 30, 2015 and are expected to be principally completed in the third quarter of 2015. As of June 30, 2015 and December 31, 2014, excluding the receivership arrangement discussed below, there were approximately $2.8 million and $3.0 million, respectively, of other financial guarantees associated with these investments, for which Pacer is obligated on a joint and several basis, the durations of which correspond to those of the guaranteed transactions or borrowings. The Company believes these obligations and guarantees represent variable interests; however, Pacer does not have the power to control the primary activities of, nor is it the primary beneficiary of, these investments. In addition, from time to time, the Company may provide financing to its equity method investments. During the first half of 2015, Pacer provided $9.3 million of financing to these entities under financing arrangements, $8.6 million of which was reflected within Pacer’s net equity method investment obligations as of the date of acquisition in the table above. As of both June 30, 2015 and December 31, 2014, there were no additional amounts committed by Pacer to these entities under such financing arrangements.

13


In March 2015, as part of the initiative to wind down operations of an equity method investee, Pacer became the secured creditor thereof by purchasing the outstanding revolving credit facility of this investee for approximately $20.8 million in order to satisfy its obligations pursuant to a financial guarantee to the investee’s lender. This payment is included within Pacer’s net equity method investment obligations as of the date of acquisition in the table above, and as of December 31, 2014, approximately $22.6 million was included within other current liabilities in the Company’s consolidated balance sheet related to this financial guarantee. Subsequent to Pacer’s purchase of the outstanding credit facility, a receivership order was granted to assist with the orderly wind-down of the investee’s operations. As part of the receivership proceedings, Pacer committed to provide the receiver financing of up to approximately $62.4 million as of June 30, 2015, and through June 30, 2015, approximately $28.3 million of this financing commitment had been paid and was recorded within prepaid expenses and other current assets in the condensed unaudited consolidated balance sheet. As of August 12, 2015, Pacer had funded approximately $37.2 million of the total amount committed under the receivership proceedings. The Company anticipates the wind-down period of this receivership will substantially conclude in the third quarter of 2015. Based on operational estimates from the receiver, the Company believes Pacer will be repaid the amounts advanced under the receivership financing commitment within the next twelve months, with the substantial portion expected to be collected in the latter part of 2015.
Subsequent to the acquisition date, in connection with the ongoing review of the acquired net working capital and acquired net assets of Pacer, the Company recorded an $8.4 million increase in property and equipment, a $5.6 million increase in certain current liabilities and a $1.2 million increase in long-term deferred tax liabilities. These adjustments, along with the adjustments to the equity method investment obligations discussed above, as well as other immaterial adjustments, net, in the acquisition date values of certain current assets and intangible assets, resulted in a $47.5 million increase in the acquisition date value of goodwill associated with the Pacer acquisition.
The fair values and weighted average useful lives of Pacer’s acquired finite-lived intangible assets, as adjusted, as of the date of acquisition were assigned as follows:
 
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
Finite-lived intangible assets are amortized in a manner consistent with the pattern in which the related benefits are expected to be consumed. The intangible asset related to Pacer’s pre-qualifications with selected customer companies has been assigned an indefinite life as the pre-qualifications are not expected to expire or diminish in value, and the companies to which they relate have extremely long operating histories. Goodwill arising from the acquisition represents the estimated value of Pacer’s geographic presence in key high-growth Canadian markets, its assembled workforce, its management team’s industry-specific project management expertise and synergies expected to be achieved from the combined operations of Pacer and MasTec. The goodwill balance is not tax deductible.
The contingent consideration included in the table above equals 25% of the excess, if any, of Pacer’s earnings from continuing operations before interest, taxes, depreciation and amortization (“EBITDA”) above certain thresholds for a five-year period, as set forth in the purchase agreement, and is payable annually in Canadian dollars. The fair value of the earn-out liability was estimated using an income approach and incorporates significant inputs not observable in the market. Key assumptions in the estimated valuation include the discount rate and probability-weighted EBITDA projections. Significant changes in any of these assumptions could result in a significantly higher or lower potential earn-out liability. The range of potential undiscounted payments that MasTec could be required to make under the earn-out arrangement is estimated to be between Canadian $0 and $71 million, or approximately $0 and $57 million as of June 30, 2015; however, there is no maximum earn-out payment amount. As is customary for purchase agreements in the industry, the earn-out agreement contains certain right of offset provisions, under which the Company may, under certain circumstances, offset against the earn-out liability working capital adjustments, indemnification claims and similar items owed from the former owners of the entity.
Other 2014 Acquisitions
Effective April 1, 2014, MasTec acquired 100% of a telecommunications services firm, specializing in the installation of in-home security systems, for an aggregate purchase price composed of approximately $16.3 million in cash, as adjusted for the final net working capital, and a five year earn-out, valued at $0.6 million as of June 30, 2015. Additionally, effective January 1, 2014, MasTec acquired 100% of a telecommunications services firm, specializing in the engineering, installation, furnishing and integration of telecommunications equipment, for an aggregate purchase price composed of approximately $23.8 million in cash and a five year earn-out, valued at $8.7 million as of June 30, 2015. These companies are included in MasTec’s Communications segment.

Unaudited Supplemental Pro Forma Information
The following unaudited supplemental pro forma financial information includes the results of operations of each of the companies acquired in 2014 and is presented as if each acquired company had been consolidated as of the beginning of the year immediately preceding the year in which the company was acquired. The unaudited supplemental pro forma financial information has been provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented, or of the results that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following unaudited supplemental pro forma financial information because of future events and transactions, as well as other factors, many of which are beyond MasTec’s control.

14


The unaudited supplemental pro forma financial information presented below has been prepared by adjusting the historical results of MasTec to include the historical results of the acquired businesses described above and was then adjusted (i) to remove one-time acquisition costs, including certain acquisition integration costs; (ii) to increase amortization expense resulting from the incremental intangible assets acquired; (iii) to increase interest expense as a result of the cash consideration paid; (iv) to remove integration-related employee redundancy costs; and (v) to reduce interest expense from debt repaid upon acquisition of the respective businesses. The unaudited supplemental pro forma financial information does not include adjustments to reflect the impact of other cost savings or synergies that may result from these acquisitions.
 
For the Three
Months Ended
June 30, 2014
 
For the Six
Months Ended
June 30, 2014
Unaudited pro forma financial information (in millions):
 
Revenue
$
1,293.1

 
$
2,430.5

Net income from continuing operations
$
37.8

 
$
49.1


Results of Businesses Acquired
Revenue and net (loss) income from continuing operations resulting from the year-over-year incremental impact of acquired businesses, which are included within the Company’s condensed unaudited consolidated results of operations for the periods indicated, were as follows (in millions):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Actual of acquirees (year-over-year impact):
 
 
As Restated
 
 
 
As Restated
Revenue
$
111.9

 
$
89.4

 
$
232.3

 
$
209.2

Net (loss) income from continuing operations (a)
$
(4.5
)
 
$
1.1

 
$
(13.5
)
 
$
2.0

(a)
Acquiree net (loss) income from continuing operations for the three and six month periods ended June 30, 2015 includes pre-tax amounts of approximately $3.6 million and $9.3 million, respectively, of acquisition integration costs incurred in connection with the WesTower acquisition, and for the six month period ended June 30, 2015, includes project losses of $5.5 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 $4.9 million and $8.5 million for the three and six month periods ended June 30, 2015, respectively, and $1.3 million and $1.6 million for the three and six month periods ended June 30, 2014, respectively, 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.
Note 4 - Goodwill and Other Intangible Assets
The following table provides details of goodwill by reportable segment (in millions):
 
Communications
 
Oil and Gas
 
Electrical
Transmission
 
Power
Generation and Industrial
 
Total Goodwill
Balance as of June 30, 2015
$
418.5

 
$
387.1

 
$
149.9

 
$
117.6

 
$
1,073.1

Currency translation losses totaled $10.2 million for the six month period ended June 30, 2015, whereas currency translation gains totaled $0.9 million for the six month period ended June 30, 2014. For the six month period ended June 30, 2015, there were no additions to goodwill from new business combinations, and additions to goodwill from accruals of acquisition-related contingent consideration totaled $0.8 million. Additions to goodwill for the six month period ended June 30, 2014 from new business combinations totaled $134.2 million, and other adjustments for the six month period ended June 30, 2014 decreased goodwill by $1.3 million.
The following table provides a reconciliation of changes in other intangible assets for the period indicated (in millions):
 
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, 2014
$
34.8

 
$
93.3

 
$
199.8

 
$
26.3

 
$
354.2

Accumulated amortization
 
 
 
 
(90.3
)
 
(13.5
)
 
(103.8
)
Other intangible assets, net, as of December 31, 2014
$
34.8

 
$
93.3

 
$
109.5

 
$
12.8

 
$
250.4

Amortization expense
 
 
 
 
(13.6
)
 
(1.0
)
 
(14.6
)
Currency translation adjustments
—

 
(4.3
)
 
(1.2
)
 
(0.2
)
 
(5.7
)
Other intangible assets, net, as of June 30, 2015
$
34.8

 
$
89.0

 
$
94.7

 
$
11.6

 
$
230.1

(a)
Consists principally of trade names and non-compete agreements.

15


Amortization expense associated with intangible assets for the three month periods ended June 30, 2015 and 2014 totaled $7.3 million and $5.8 million, respectively, and for the six month periods ended June 30, 2015 and 2014, totaled $14.6 million and $10.4 million, respectively.
Note 5 – Fair Value of Financial Instruments
The Company’s financial instruments include cash and cash equivalents, accounts and notes receivable, cash collateral deposited with insurance carriers, life insurance assets, cost and equity method investments, deferred compensation plan assets and liabilities, accounts payable and other current liabilities, acquisition-related contingent consideration, certain intangible assets and liabilities, including off-market contracts, and debt obligations.
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety.  Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.
Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes receivable, cash collateral deposited with insurance carriers, deferred compensation plan assets and liabilities and outstanding balances on its credit facilities approximate their fair values. Cost and equity method investments are initially recorded at their cost basis.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of June 30, 2015 and December 31, 2014, financial instruments required to be measured at fair value on a recurring basis consisted primarily of acquisition-related contingent consideration liabilities, which represent the estimated fair value of additional future earn-outs payable for acquisitions of businesses that closed after January 1, 2009 (“ASC 805 contingent consideration”), in accordance with U.S. GAAP. The fair value of ASC 805 contingent consideration is based on management estimates and entity-specific assumptions, which are Level 3 inputs, and is evaluated on an ongoing basis. As of June 30, 2015 and December 31, 2014, the fair value of the Company’s ASC 805 contingent consideration totaled $106.7 million and $146.1 million, respectively.
Additions to ASC 805 contingent consideration from new business combinations for the three and six month periods ended June 30, 2015 and 2014 were $0.0 million, $0.0 million, $24.9 million and $33.6 million, respectively. In connection with ASC 805 contingent consideration for the three and six month periods ended June 30, 2015 and 2014 the Company paid approximately $32.2 million, $32.2 million, $47.0 million and $47.0 million, respectively. In the second quarter of 2015, the Company recognized a $3.6 million net reduction in ASC 805 contingent consideration, a portion of which related to an acquired business in our Electrical Transmission segment, which was recorded within other income, net, in the condensed unaudited consolidated statements of operations. Foreign currency translation gains and/or losses associated with ASC 805 contingent consideration are included in other comprehensive income. For the three month period ended June 30, 2015, foreign currency translation losses associated with ASC 805 contingent consideration totaled $1.0 million, and for the six month period ended June 30, 2015, foreign currency translation gains totaled $3.6 million. Foreign currency translation losses associated with ASC 805 contingent consideration totaled $1.7 million and $0.4 million for the three and six month periods ended June 30, 2014, respectively.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
Assets and liabilities recognized or disclosed at fair value on a non-recurring basis, for which remeasurement occurs in the event of an impairment or other measurement event, if applicable, include items such as cost and equity method investments, life insurance assets, long-lived assets, goodwill, other intangible assets and liabilities, including off-market contracts and debt. As of both June 30, 2015 and December 31, 2014, the carrying amount of the Company’s 4.875% senior notes due 2023 (the “4.875% Senior Notes”) totaled $400 million. As of June 30, 2015 and December 31, 2014, the estimated fair value of the Company’s 4.875% Senior Notes, based on quoted market prices in active markets, a Level 1 input, totaled $364.0 million and $375.0 million, respectively.
Cost and Equity Method Investments. The aggregate carrying value of the Company’s cost and equity method investment assets, including long-term receivables from investees and contractual joint ventures, totaled approximately $21.9 million and $17.7 million as of June 30, 2015 and December 31, 2014, respectively. In June 2015, MasTec invested $6 million, and committed to future equity contributions and/or loan guarantees of up to an additional $78 million, for a 33% equity interest in two joint ventures. The joint ventures were formed to design, build, own and operate a header system and two pipelines that will transport natural gas.  A subsidiary of MasTec will construct the pipelines, with construction expected to commence in late 2015 or early 2016.  Each pipeline is planned to interconnect at the United States/Mexico border with pipelines currently under development and construction in Mexico.
In addition, as of June 30, 2015 and December 31, 2014, the Company had approximately $1.3 million and $32.4 million of other current liabilities, respectively, relating to its equity method investments, as discussed in Note 3 - Acquisitions. The fair values of the Company’s cost and equity method investments are not readily available. The Company is not aware of events or changes in circumstances that would have a significant adverse effect on the carrying values of its cost and/or equity method investments as of June 30, 2015 or December 31, 2014.

16


Note 6 - Accounts Receivable, Net of Allowance
The following table provides details of accounts receivable, net of allowance, as of the dates indicated (in millions):
 
June 30,
2015
 
December 31,
2014
Contract billings
$
585.3

 
$
669.7

Retainage
159.2

 
162.2

Costs and earnings in excess of billings
390.4

 
485.6

Accounts receivable, gross
$
1,134.9

 
$
1,317.5

Less allowance for doubtful accounts
(8.0
)
 
(13.9
)
Accounts receivable, net
$
1,126.9

 
$
1,303.6


Retainage, which has been billed, but is not due until the Company’s completion of performance and acceptance by customers, is generally expected to be collected within one year. Receivables expected to be collected beyond one year are recorded within other long-term assets. Provisions for doubtful accounts for the three month periods ended June 30, 2015 and 2014 totaled $0.2 million and $0.3 million, respectively, and for the six month periods ended June 30, 2015 and 2014 totaled $0.7 million and $0.8 million, respectively. The provision for doubtful accounts for the three and six month periods ended June 30, 2014 included a reversal of $0.5 million to eliminate a reserve that was not required and should have been reversed in a prior year. Based on materiality considerations, this item was recognized in 2014.

During 2014, the Company entered into a non-recourse financing arrangement, under which certain receivables are purchased by the customer’s bank for a nominal fee. This arrangement improved the collection cycle time of the related receivables, the effect of which amounted to cash collections of approximately $28 million in the second quarter of 2015. Cash collected from this arrangement is reflected within cash provided by operating activities. The discount charge, which was immaterial for the three and six-month periods ended June 30, 2015, is included within interest expense in the consolidated statements of operations.
Note 7 - Property and Equipment, Net
The following table provides details of property and equipment, net, including property and equipment held under capital leases as of the dates indicated (in millions):
 
June 30,
2015
 
December 31,
2014
Land
$
4.6

 
$
4.6

Buildings and leasehold improvements
21.1

 
19.9

Machinery and equipment
968.7

 
926.1

Office furniture and equipment
130.3

 
126.1

Construction in progress
14.6

 
12.0

Total property and equipment
$
1,139.3

 
$
1,088.7

Less accumulated depreciation and amortization
(524.5
)
 
(465.6
)
Property and equipment, net
$
614.8

 
$
623.1

The gross amount of capitalized internal-use software, which is included within office furniture and equipment, totaled $97.4 million and $92.7 million as of June 30, 2015 and December 31, 2014, respectively. Capitalized internal-use software, net of accumulated amortization, totaled $34.8 million and $33.6 million as of June 30, 2015 and December 31, 2014, respectively. Depreciation and amortization expense associated with property and equipment for the three month periods ended June 30, 2015 and 2014 totaled $36.0 million and $30.9 million, respectively, and totaled $71.3 million and $59.8 million for the six month periods ended June 30, 2015 and 2014, respectively.

17


Note 8 - Debt
The following table provides details of the carrying values of debt as of the dates indicated (in millions):
Description
 
Maturity Date
 
June 30,
2015
 
December 31,
2014
Senior secured credit facility:
 
 
 
 
 
 
Revolving loans
 
October 29, 2018
 
$
356.1

 
$
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
 
26.0

 
1.2

Capital lease obligations, weighted average interest rate of 2.8%
 
In installments through June 13, 2021
 
160.4

 
176.5

Notes payable, equipment, weighted average interest rate of 2.7%
 
In installments through June 30, 2018
 
22.7

 
24.4

Total debt
 
$
1,215.2

 
$
1,134.8

Less current maturities
 
(78.4
)
 
(73.6
)
Long-term debt
 
$
1,136.8

 
$
1,061.2

Senior Secured Credit Facility
The Company has a senior secured credit facility, referred to as the Credit Facility. Under the Credit Facility, aggregate borrowing commitments total $1.25 billion, composed of $1.0 billion of revolving commitments and a term loan in the aggregate principal amount of $250 million (the “Term Loan”). The Credit Facility provides the ability to borrow in either Mexican pesos or Canadian dollars, up to an aggregate equivalent amount of $200 million. Revolving commitments under the Credit Facility mature on October 29, 2018, and the Term Loan matures on November 21, 2019. The Term Loan is subject to amortization in quarterly principal installments of $3.1 million, subject to reduction as a result of the application of certain prepayments in accordance with the terms of the Credit Facility, commencing as of the quarter ending March 31, 2016 and continuing for each fiscal quarter thereafter. The maximum amount available for letters of credit under the Credit Facility is $450 million, of which up to $100 million can be denominated in either Mexican pesos or Canadian dollars. The Credit Facility also provides for swing line loans of up to $75 million. Under the Credit Facility, the Company has the option to increase revolving commitments and/or establish additional term loan tranches in an aggregate amount of $250 million. Borrowings under the Credit Facility are used for working capital requirements, capital expenditures and other corporate purposes, including equity, joint venture and other investments, the repurchase or prepayment of indebtedness and share repurchases under authorized share repurchase programs. Deferred financing costs associated with the Credit Facility, including the Term Loan, totaled $6.2 million and $6.9 million, net of accumulated amortization as of June 30, 2015 and December 31, 2014, respectively.
As of June 30, 2015 and December 31, 2014, outstanding revolving loans under the Credit Facility accrued interest at weighted average rates of approximately 2.52% and 2.18% per annum, respectively, and the Term Loan accrued interest at a rate of 1.94% and 1.92% as of June 30, 2015 and December 31, 2014, respectively. Letters of credit of approximately $175.8 million and $153.6 million were issued as of June 30, 2015 and December 31, 2014, respectively. As of both June 30, 2015 and December 31, 2014, letter of credit fees accrued at 0.875% per annum for performance standby letters of credit and at 1.75% per annum for financial standby letters of credit. Outstanding letters of credit mature at various dates and most have automatic renewal provisions, subject to prior notice of cancellation. As of June 30, 2015 and December 31, 2014, borrowing capacity of $468.2 million and $563.7 million, respectively, was available for revolving loans, or up to $274.2 million and $296.4 million, respectively, for new letters of credit. The unused facility fee was 0.35% as of both June 30, 2015 and December 31, 2014. The Credit Facility is guaranteed by certain subsidiaries of the Company (the “Guarantor Subsidiaries”), and the obligations under the Credit Facility are secured by substantially all of the Company’s and the Guarantor Subsidiaries’ respective assets, subject to certain exceptions.
The Credit Facility is subject to certain provisions and covenants, as more fully described in Note 10 - Debt in the notes to the audited consolidated financial statements included in the 2014 Form 10-K, including a requirement to deliver periodic financial statements to the bank group under the Credit Facility. In connection with the delayed filing of the 2014 Form 10-K and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the “First Quarter 2015 Form 10-Q”), the Company received consents from its bank group, which extended the delivery date requirements of the Company’s audited consolidated financial statements for the year ended December 31, 2014 and the condensed unaudited consolidated financial statements for the quarter ended March 31, 2015. With the filing of its First Quarter 2015 Form 10-Q, the Company met the reporting requirements with respect to its Credit Facility.
Other Credit Facilities. The Company has other credit facilities to support the working capital requirements of its foreign operations. Borrowings under these credit facilities, which have varying dates of maturity and are generally renewed on an annual basis, are primarily denominated in Canadian dollars. Maximum borrowing capacity totaled Canadian $45.0 million as of both June 30, 2015 and December 31, 2014, or approximately $36.0 million and $38.7 million, respectively. Outstanding borrowings totaled approximately $26.0 million and $1.2 million as of June 30, 2015 and December 31, 2014, respectively. Outstanding borrowings accrued interest at a weighted average rate of 3.9% and 4.0% as of June 30, 2015 and December 31, 2014, respectively. Outstanding borrowings that are not renewed are repaid with borrowings under the Credit Facility. Accordingly, the carrying amounts of the Company’s borrowings under its other credit facilities are classified within long-term debt in the Company’s consolidated balance sheets. The Company’s other credit facilities are subject to customary provisions and covenants.
 

18


4.875% Senior Notes
The Company has $400 million outstanding principal amount of 4.875% Senior Notes, which are subject to certain provisions and covenants, as more fully described in Note 10 - Debt in the notes to the audited consolidated financial statements included in the 2014 Form 10-K, including a requirement to file with the Securities and Exchange Commission (the “SEC”) annual and quarterly reports. In connection with the delayed filing of the 2014 Form 10-K and its First Quarter 2015 Form 10-Q, the Company received a consent from the holders of its 4.875% Senior Notes (the “Note Holders”) that extended these reporting requirements to August 1, 2015, subject to a 60-day cure period. With the filing of its First Quarter 2015 Form 10-Q, the Company met the reporting requirements with respect to its 4.875% Senior Notes. The Company paid a 25 basis point fee, or $0.9 million, to its Note Holders, and a 20 basis point fee, or $0.8 million, to the solicitation agent in connection with this consent. The Note Holders’ fee and solicitation agent’s fee were recorded within deferred financing costs and interest expense, respectively, in the second quarter of 2015.
Debt Guarantees and Covenants
The 4.875% Senior Notes are senior unsecured unsubordinated obligations and rank equal in right of payment with existing and future unsubordinated debt, and rank senior in right of payment to existing and future subordinated debt and are fully and unconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by certain of the Company’s existing and future 100%-owned direct and indirect domestic subsidiaries that are each guarantors of the Credit Facility or other outstanding indebtedness. See Note 17 - Supplemental Guarantor Condensed Unaudited Consolidating Financial Information.
MasTec was in compliance with the provisions and covenants contained in its outstanding debt instruments as of June 30, 2015 and December 31, 2014.
Additional Information
For detailed discussion and additional information pertaining to the Company’s debt instruments, see Note 10 - Debt in the notes to the Company’s audited consolidated financial statements included in its 2014 Form 10-K.
Interest Expense, Net
The following table provides details of interest expense, net, for the periods indicated (in millions):
 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Interest expense:
 
 
 
 
 
 
 
Contractual and other interest expense (a)
$
12.2

 
$
10.6

 
$
23.0

 
$
20.4

Accretion of senior convertible note discount
—

 
1.4

 
—

 
2.8

Amortization of deferred financing costs
0.7

 
0.9

 
1.3

 
1.9

Total interest expense
$
12.9

 
$
12.9

 
$
24.3

 
$
25.1

Interest income
(0.0
)
 
(0.0
)
 
(0.4
)
 
(0.1
)
Interest expense, net
$
12.9

 
$
12.9

 
$
23.9

 
$
25.0

(a)
Contractual and other interest expense includes $0.8 million of consent solicitation agent fees for the three and six month periods ended June 30, 2015 related to the delay in filing of the 2014 Form 10-K and the First Quarter 2015 Form 10-Q.
As of June 30, 2015 and December 31, 2014, accrued interest payable, which is recorded within other accrued expenses in the consolidated balance sheets, totaled $7.3 million and $7.4 million, respectively.
Note 9 - Lease Obligations
Capital Leases
MasTec enters into agreements that provide financing for machinery and equipment, which expire on various dates. The gross amount of assets held under capital leases as of June 30, 2015 and December 31, 2014 totaled $299.4 million and $281.6 million, respectively. Assets held under capital leases, net of accumulated depreciation, totaled $217.9 million and $217.8 million as of June 30, 2015 and December 31, 2014, respectively.
Operating Leases
In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including related party leases. Rent expense relating to operating leases that have non-cancelable terms in excess of one year totaled approximately $19.3 million and $17.3 million for the three month periods ended June 30, 2015 and 2014, respectively, and totaled $39.4 million and $33.3 million for the six month periods ended June 30, 2015 and 2014, respectively. The Company also incurred expenses relating to facilities, vehicles and equipment having original terms of one year or less totaling approximately $54.2 million and $40.4 million for the three month periods ended June 30, 2015 and 2014, respectively, and totaling $97.1 million and $88.2 million for the six month periods ended June 30, 2015 and 2014, respectively.

19


Note 10 – Stock-Based Compensation and Other Employee Benefit Plans
The Company has stock-based compensation plans, under which stock options, restricted stock awards and restricted stock units are reserved for issuance. Under all stock-based compensation plans in effect as of June 30, 2015, there were approximately 5,400,000 shares available for future grant.
Restricted Shares
MasTec grants restricted stock awards and restricted stock units (together “restricted shares”), which are valued based on the closing share price of MasTec common stock on the date of grant. During the restriction period, holders of restricted stock awards are entitled to vote the shares. Total unearned compensation related to restricted shares as of June 30, 2015 was approximately $19.4 million, which is expected to be recognized over a weighted average period of approximately 2 years. The intrinsic value, or fair value, of restricted shares that vested, which is based on the market price on the date of vesting, totaled $0.9 million and $0.2 million for the three month periods ended June 30, 2015 and 2014, respectively, and totaled $3.5 million and $6.0 million for the six month periods ended June 30, 2015 and 2014, respectively.
Activity, restricted shares:
Restricted
Shares
 
Per Share Weighted Average Grant Date Fair Value
Non-vested restricted shares, as of December 31, 2014
1,414,645

 
$
25.32

Granted
62,568

 
18.94

Vested
(188,113
)
 
18.27

Canceled/forfeited
(16,074
)
 
30.87

Non-vested restricted shares, as of June 30, 2015
1,273,026

 
$
25.97

Stock Options
The Company has granted options to purchase its common stock to employees and members of the Board of Directors and affiliates under various stock option plans at not less than the fair market value of the underlying stock on the date of grant. All outstanding stock options are fully vested.
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, 2014
284,671

 
$
12.06

 
1.29
 
$
3.0

Exercised
(64,471
)
 
8.45

 
 
 
 
Options outstanding and exercisable as of June 30, 2015
220,200

 
$
13.12

 
1.04
 
$
1.5

(a)
Amount represents the difference between the exercise price and the closing share price of the Company’s stock on the last trading day of the corresponding period, multiplied by the number of in-the-money options.
The total intrinsic value of options exercised, which is based on the difference between the exercise price and the closing share price of the Company’s stock on the date of exercise, totaled $0.2 million for both three month periods ended June 30, 2015 and 2014 and totaled $0.7 million and $6.5 million for the six month periods ended June 30, 2015 and 2014, respectively. There were no proceeds from options exercised during the three month period ended June 30, 2015. During the three month period ended June 30, 2014, proceeds from options exercised totaled $0.1 million, and totaled $0.3 million and $0.8 million for the six month periods ended June 30, 2015 and 2014, respectively.
Employee Stock Purchase Plans
The Company has certain employee stock purchase plans (collectively “ESPPs”) under which shares of the Company's common stock are available for purchase by eligible employees. The following table provides details pertaining to the Company’s ESPPs for the periods indicated:
 
For the Six Months Ended June 30,
 
2015
 
2014
Cash proceeds (in millions)
$
0.9

 
$
1.7

Common shares issued
57,258

 
62,102

Weighted average price per share
$
16.41

 
$
26.90

Weighted average per share grant date fair value
$
4.43

 
$
6.39


For the three month period ended June 30, 2015, contributions to the ESPPs were temporarily suspended due to the delay in filing of the 2014 Form 10-K. Contributions are expected to resume in the third quarter of 2015.

20


Non-Cash Stock-Based Compensation Expense
Details of non-cash stock-based compensation expense and related tax benefits for the periods indicated were as follows (in millions):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Non-cash stock-based compensation expense
$
2.7

 
$
4.2

 
$
6.3

 
$
7.5

Income Tax Effects:
 
 
 
 
 
 
 
Income tax benefit from non-cash stock-based compensation
$
1.3

 
$
1.8

 
$
2.5

 
$
6.6

Excess tax benefit from non-cash stock-based compensation (a)
$
0.1

 
$
0.1

 
$
0.1

 
$
3.4

(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 condensed unaudited consolidated statements of cash flows.
Note 11 – Other Retirement Plans
Multi-Employer Plans. Certain of MasTec’s subsidiaries, including certain subsidiaries in Canada, contribute amounts to multi-employer pension and other multi-employer benefit plans and trusts, which are recorded as a component of employee wages and salaries within costs of revenue, excluding depreciation and amortization. Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans. Multi-employer plan contribution rates are determined annually and assessed on a “pay-as-you-go” basis based on union employee payrolls. Union payrolls cannot be determined for future periods because the number of union employees employed at any given time, and the plans in which they may participate, vary depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with those projects. Total contributions to multi-employer plans, and the related number of employees covered by these plans, including with respect to the Company’s Canadian operations, for the periods indicated were as follows:
 
Multi-Employer Plans
 
Covered Employees
 
Contributions (in millions)
For the Three Months Ended June 30:
Low
 
High
 
Pension
 
Post-Retirement Benefit
 
Total
2015
1,124

 
2,463

 
$
9.3

 
$
2.2

 
$
11.5

2014
$
1,308

 
$
2,167

 
$
8.0

 
$
0.8

 
$
8.8

For the Six Months Ended June 30:
Low
 
High
 
Pension
 
Post-Retirement Benefit
 
Total
2015
590

 
2,463

 
$
12.7

 
$
4.4

 
$
17.1

2014
1,098

 
2,167

 
$
15.8

 
$
1.3

 
$
17.1


Note 12 – Equity
Share Activity
During the fourth quarter of 2014, the Company’s Board of Directors authorized a $100 million share repurchase program (the “2014 Share Repurchase Program”), which provided the Company the ability to repurchase shares of its common stock from time to time in open market transactions or in privately-negotiated transactions, in accordance with applicable securities laws. Repurchased shares are held in the Company’s treasury. As of December 31, 2014, no shares of the Company’s common stock had been repurchased under this program. During the six months ended June 30, 2015, the Company repurchased 5.2 million shares of its common stock for an aggregate purchase price of $100 million, which completed the 2014 Share Repurchase Program.
Share Activity (in thousands):
Common Shares
Outstanding
 
Treasury
Shares
Balance as of December 31, 2014
84,739

 
2,876

Shares issued:
 
 
 
Stock option exercises
64

 
 
Restricted share awards
188

 
 
Common stock repurchases
(5,218
)
 
5,218

Other, net
67

 
 
Balance as of June 30, 2015
79,840

 
8,094


21

Accumulated Other Comprehensive Loss
Accumulated other comprehensive losses totaled $52.7 million and $34.0 million as of June 30, 2015 and December 31, 2014, respectively. For the three month period ended June 30, 2015, unrealized foreign currency translation gains totaled $3.3 million, and for the six month period ended June 30, 2015, unrealized foreign currency translation losses totaled $18.7 million. For the three and six month periods ended June 30, 2014, unrealized foreign currency translation gains totaled $7.7 million and $2.3 million, respectively. Unrealized foreign currency gains and losses relate primarily to fluctuations in foreign currency exchange rates of the Company’s foreign subsidiaries with a functional currency other than the U.S. dollar. Foreign currency activity, which has grown in recent years due to acquisitions, is related primarily to the Company’s Canadian operations.
Note 13 - Income Taxes
In determining the quarterly provision for income taxes, management uses an estimated annual effective tax rate based on forecasted annual pre-tax income, permanent tax differences, statutory tax rates and tax planning opportunities in the various jurisdictions in which the Company operates. The effect of significant discrete items is separately recognized in the quarter(s) in which they occur. In the second quarter of 2015, the Company incurred $2.8 million of income tax expense in connection with the non-recurring cumulative revaluation of certain deferred tax liabilities pursuant to an Alberta provincial income tax law that was enacted as of June 29, 2015. As of June 30, 2015, the Company had $28.1 million of current deferred tax assets, net, and $189.8 million of long-term deferred tax liabilities, net. As of December 31, 2014, current deferred tax assets, net, totaled $31.7 million and long-term deferred tax liabilities, net, totaled $203.5 million.
Note 14 - Segments and Related Information    
Segment Discussion
MasTec manages its continuing operations under five operating segments, which represent MasTec’s five reportable segments: (1) Communications; (2) Oil and Gas; (3) Electrical Transmission; (4) Power Generation and Industrial and (5) Other. This structure is generally focused on broad end-user markets for MasTec’s labor-based construction services. All five reportable segments derive their revenue from the engineering, installation and maintenance of infrastructure, primarily in North America. In the first quarter of 2015, the Company reevaluated the activities of a non-controlled Canadian joint venture associated with a 2014 acquisition. Accordingly, segment information for prior periods has been adjusted retrospectively to conform to the current period presentation. The reclassified amounts were not material in the periods previously presented. See Note 16 - Segments and Related Information in the Company’s 2014 Form 10-K for additional details.
The Communications segment performs engineering, construction and maintenance of communications infrastructure primarily related to wireless and wireline/fiber communications and install-to-the-home customers, and, to a lesser extent, infrastructure for electrical utilities. MasTec performs engineering, construction and maintenance services on oil and natural gas pipelines and processing facilities for the energy and utilities industries through its Oil and Gas segment. The Electrical Transmission segment primarily serves the energy and utility industries through the engineering, construction and maintenance of electrical transmission lines and substations. The Power Generation and Industrial segment primarily serves energy, utility and other end-markets through the installation and construction of conventional and renewable power facilities, related electrical transmission infrastructure, ethanol facilities and various types of industrial infrastructure. The Other segment primarily includes a proportionately consolidated joint venture and other small business units that perform construction services for a variety of end-markets in Canada, Mexico and elsewhere internationally.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of consolidated financial information determined in accordance with U.S. GAAP with certain non-U.S. GAAP financial measures, including EBITDA. The Company believes these non-U.S. GAAP measures provide meaningful information and help investors in understanding the Company’s financial results and in assessing its prospects for future performance. The Company uses EBITDA to evaluate its performance, both internally and versus that of its peers, because it excludes certain items that may not be indicative of the Company’s reportable segment results, as well as items that can vary widely across different industries or among companies within the same industry. Segment EBITDA is calculated in a manner consistent with consolidated EBITDA.
For the three month period ended June 30, 2015, Communications segment EBITDA included $7.8 million of acquisition integration costs resulting from the WesTower acquisition and Corporate segment EBITDA included $6.7 million of Audit Committee independent investigation related costs. For the six month period ended June 30, 2015, Communications segment EBITDA included $16.6 million of acquisition integration costs resulting from the WesTower acquisition, Corporate segment EBITDA included $9.7 million of Audit Committee independent investigation related costs, Power Generation and Industrial segment EBITDA included $16.0 million of previously disclosed first quarter losses on a Canadian wind project and Other segment EBITDA included $5.5 million of previously disclosed first quarter losses on a non-controlled proportionately consolidated Canadian joint venture.

Summarized financial information for MasTec’s reportable segments is presented and reconciled to consolidated financial information for total MasTec in the following tables (in millions):

22


 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenue:
 
 
As Restated
 
 
 
As Restated
Communications (a)
$
468.9

 
$
528.1

 
$
938.8

 
$
975.2

Oil and Gas
410.5

 
365.1

 
737.3

 
744.9

Electrical Transmission
78.2

 
116.8

 
194.3

 
190.7

Power Generation and Industrial
103.1

 
94.5

 
187.4

 
148.8

Other
6.9

 
3.7

 
13.5

 
6.5

Eliminations
(1.0
)
 
(1.0
)
 
(1.4
)
 
(1.0
)
Consolidated revenue
$
1,066.6

 
$
1,107.2

 
$
2,069.9

 
$
2,065.1

(a)
Revenue generated by utilities customers represented 11.4% and 6.3% of Communications segment revenue for the three month periods ended June 30, 2015 and 2014, respectively, and represented 10.1% and 6.6% for the six month periods ended June 30, 2015 and 2014, respectively.
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
EBITDA - Continuing Operations:
 
 
As Restated
 
 
 
As Restated
Communications
$
40.5

 
$
57.8

 
$
92.2

 
$
101.3

Oil and Gas
41.3

 
36.3

 
62.9

 
70.9

Electrical Transmission
(21.4
)
 
19.3

 
(23.9
)
 
16.6

Power Generation and Industrial
8.0

 
3.9

 
(0.9
)
 
4.5

Other
(0.0
)
 
0.3

 
(5.1
)
 
0.6

Corporate
(14.6
)
 
(13.4
)
 
(28.6
)
 
(24.4
)
Consolidated EBITDA - Continuing operations:
$
53.8

 
$
104.2

 
$
96.6

 
$
169.5


 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
Depreciation and Amortization:
2015
 
2014
 
2015
 
2014
Communications
$
12.4

 
$
10.0

 
$
24.4

 
$
19.9

Oil and Gas
22.3

 
19.9

 
44.3

 
38.0

Electrical Transmission
5.2

 
3.9

 
10.5

 
6.7

Power Generation and Industrial
1.7

 
1.6

 
3.3

 
3.1

Other
—

 
—

 
—

 
—

Corporate
1.7

 
1.4

 
3.4

 
2.5

Consolidated depreciation and amortization
$
43.3

 
$
36.8

 
$
85.9

 
$
70.2


The following table presents a reconciliation of EBITDA to consolidated (loss) income from continuing operations before income taxes (in millions):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
EBITDA Reconciliation:
 
 
As Restated
 
 
 
As Restated
EBITDA - Continuing operations
$
53.8

 
$
104.2

 
$
96.6

 
$
169.5

Less:
 
 
 
 
 
 
 
Interest expense, net
(12.9
)
 
(12.9
)
 
(23.9
)
 
(25.0
)
Depreciation and amortization
(43.3
)
 
(36.8
)
 
(85.9
)
 
(70.2
)
(Loss) income from continuing operations before income taxes
$
(2.4
)
 
$
54.5

 
$
(13.1
)
 
$
74.3

Foreign Operations. MasTec operates in North America, primarily in the United States and Canada, as well as in Mexico and in other countries in Latin America. For the three month periods ended June 30, 2015 and 2014, revenue of $913.7 million and $992.6 million, respectively,

23


was derived from U.S. operations, and revenue of $152.9 million and $114.6 million, respectively, was derived from foreign operations, primarily in Canada. For the six month periods ended June 30, 2015 and 2014, revenue of $1.7 billion and $1.8 billion, respectively, was derived from U.S. operations, and revenue of $336.0 million and $240.6 million, respectively, was derived from foreign operations, primarily in Canada. The majority of the Company’s foreign operations during the three and six month periods ended June 30, 2015 and 2014 were in the Company’s Oil and Gas segment. Long-lived assets held in the United States included property and equipment, net, of $498.1 million and $494.1 million as of June 30, 2015 and December 31, 2014, respectively. Long-lived assets held in foreign countries, primarily in Canada, included property and equipment, net, of $116.7 million and $129.0 million as of June 30, 2015 and December 31, 2014, respectively. Intangible assets and goodwill, net, of approximately $1.1 billion as of both June 30, 2015 and December 31, 2014 related to the Company’s U.S. operations. Intangible assets and goodwill, net, of approximately $207.7 million and $227.7 million as of June 30, 2015 and December 31, 2014, respectively, related to businesses in foreign countries, primarily in Canada. Foreign customers accounted for approximately 22% and 20% of the Company’s consolidated net accounts receivable position, which represents accounts receivable, net, less billings in excess of costs and earnings, as of June 30, 2015 and December 31, 2014, respectively.
Significant Customers
Revenue concentration information for significant customers as a percentage of total consolidated revenue was as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Customer:
 
 
As Restated
 
 
 
As Restated
AT&T (a)(c)
17%
 
25%
 
18%
 
24%
DIRECTV® (b)(c)
12%
 
12%
 
13%
 
13%
Enbridge, Inc. (d)
1%
 
8%
 
1%
 
11%
(a)
The Company’s relationship with AT&T is based upon master service agreements, other service agreements and construction/installation contracts for AT&T’s wireless, wireline/fiber and home security and automation businesses. Revenue from AT&T is included in the Communications segment.
(b)
The Company’s relationship with DIRECTV® is based upon an agreement to provide installation and maintenance services for DIRECTV®. Revenue from DIRECTV® is included in the Communications segment.
(c)
AT&T acquired DIRECTV® in July 2015. On a combined basis, AT&T and DIRECTV® represented 30% and 37% of consolidated revenue for the three month periods ended June 30, 2015 and 2014, respectively, and represented 31% and 37% for the six month periods ended June 30, 2015 and 2014.
(d)
The Company’s relationship with Enbridge, Inc. is based upon various construction contracts for natural gas pipelines. Revenue from Enbridge, Inc. is included in the Oil and Gas segment.
Note 15 - Commitments and Contingencies
In addition to the matters discussed below, MasTec is subject to a variety of legal cases, claims and other disputes that arise from time to time in the ordinary course of its business. MasTec cannot provide assurance that it will be successful in recovering all or any of the potential damages it has claimed or in defending claims against it. The outcome of such cases, claims and disputes, including those set forth below, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

PPL. In October 2012, PPL Electric Utilities Corporation (“PPL”) and T&D Power, Inc., a MasTec, Inc. subsidiary (“T&D”), entered into a $206 million overhead transmission line construction contract (the “Contract”), pursuant to which T&D agreed to construct an approximately 100 mile transmission line in Pennsylvania. In September 2013, PPL issued a notice terminating the Contract for convenience. T&D then submitted termination invoices to recover certain pre-termination costs, overhead and profit, as well as termination-related demobilization costs, along with the applicable overhead and profit. PPL disputes these invoices. As a result of the dispute, T&D sued PPL in December 2013 in federal court in the Eastern District of Pennsylvania, and is pursuing claims in excess of $40 million for breach of contract, including PPL’s breach of its implied duty of good faith and fair dealing. Although T&D has attempted to resolve the dispute with PPL through negotiation, mediation in 2014 was unsuccessful. Discovery has been completed. In July 2015, PPL filed a motion for partial summary judgment, and T&D filed a response. A trial is scheduled for October 2015.
SunLight Entities. In 2011, Power Partners MasTec, LLC., a MasTec, Inc. subsidiary (“Power Partners”), entered into engineering, procurement, and construction agreements (the “EPC Agreements”) with special purpose entities, SunLight General Somerset Solar, LLC, SunLight General Morris Solar, LLC and SunLight General Sussex Solar, LLC (collectively, the “SunLight Entities”), respectively, to perform design and construction services for three public solar projects in New Jersey located in Somerset, Morris and Sussex Counties (the “Projects”). Power Partners and the SunLight Entities engaged in three separate arbitration proceedings against each other to address various disputes that existed between the parties regarding the Projects. In August 2014, the arbitration panel rendered awards in Power Partners’ favor in the aggregate amount of approximately $68 million, including fees and expenses. Power Partners also filed a lawsuit in June 2013 in federal court in New Jersey against the Somerset and Morris Authorities (the “Authorities”) and the principals of the SunLight Entities with claims exceeding $60 million as part of its efforts to seek payment of amounts that were also the subject of the arbitration proceedings.
In March 2015, the Authorities, the SunLight Entities and principals and Power Partners entered into separate settlement agreements. As part of the settlement, Power Partners has received amounts that are substantially equal to the previously recorded amounts, and all of the parties executed mutual releases.

24


Wrigley v. MasTec, Inc. On May 7, 2015, a putative class action lawsuit (the “Lawsuit”), Wrigley v. MasTec, Inc., et. al. (Case No. 1:15-cv-21740) was filed in the United States District Court, Southern District of Florida, naming the Company, the Company’s Chief Executive Officer, José R. Mas, and the Company’s Chief Financial Officer, George L. Pita, as defendants. The Lawsuit has been purportedly brought by a shareholder, both individually and on behalf of a putative class of shareholders, alleging violations of the federal securities laws arising from alleged false or misleading statements contained in, or alleged material omissions from, certain of the Company’s filings with the SEC and other statements, in each case with respect to accounting matters that are the subject of the independent internal investigation being conducted by the Audit Committee of the Company’s Board of Directors. The Lawsuit seeks damages, prejudgment and post-judgment interest, as well as reasonable attorneys’ fees, expert fees and other costs. The Company believes that the Lawsuit is without merit and intends to vigorously defend against it; however, there can be no assurance that the Company will be successful in its defense.
Other Commitments and Contingencies
Regulatory Matters. The Company has self-reported to the staff of the SEC (“the Staff”) regarding the previously disclosed Audit Committee’s independent investigation and is cooperating with the Staff’s requests for additional information regarding the investigation. The Company intends to continue full cooperation with the SEC.
Leases. In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including related party leases. See Note 9 - Lease Obligations.
Letters of Credit. In the ordinary course of business, the Company is required to post letters of credit for its insurance carriers, surety bond providers and in support of performance under certain contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit under certain conditions. If this were to occur, the Company would be required to reimburse the issuer of the letter of credit, which, depending upon the circumstances, could result in a charge to earnings. As of June 30, 2015 and December 31, 2014, there were $175.8 million and $153.6 million, respectively, of letters of credit issued under the Company’s Credit Facility. The Company is not aware of material claims relating to outstanding letters of credit as of June 30, 2015 or December 31, 2014.
Performance and Payment Bonds. In the ordinary course of business, MasTec is required by certain customers to provide performance and payment bonds for some of the Company’s contractual commitments related to projects in process. These bonds provide a guarantee to the customer that the Company will perform under the terms of a contract and that the Company will pay subcontractors and vendors. If the Company fails to perform under a contract or to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for expenses or outlays it incurs. As of June 30, 2015, the estimated cost to complete projects secured by the Company’s $653.1 million in performance and payment bonds was $24.4 million. As of December 31, 2014, the estimated cost to complete projects secured by the Company’s $748.3 million in performance and payment bonds was $60.1 million. These amounts do not include performance and payment bonds associated with the Company’s equity method investments and contractual joint venture, which are separately disclosed in Note 3 - Acquisitions.

Investments in Affiliates and Other Entities. The Company holds an undivided interest in a contractual joint venture with a third party for the purpose of providing infrastructure construction services under certain customer contracts. Losses incurred by the joint venture are generally shared proportionally by the joint venture members, with members of the joint venture jointly and severally liable for all of the obligations of the joint venture. The joint venture agreement provides that each joint venture partner indemnify the other party for any liabilities incurred by such joint venture in excess of its ratable portion of such liabilities. Thus, it is possible that the Company could be required to pay or perform obligations in excess of its share if the other joint venture partner fails or refuses to pay or perform its share of the obligations. As of June 30, 2015, the Company was not aware of circumstances that would reasonably lead to future claims against it for material amounts. From time to time, the Company may provide financing to its unconsolidated affiliates, including its equity method investees and/or contractual joint venture. During the first half of 2015, excluding receivership commitments related to an equity method investee being wound down, the Company paid approximately $13.9 million under such financing arrangements, and, through August 12, 2015, had paid an additional $2.4 million, none of which additional amount was committed as of June 30, 2015. As of December 31, 2014, there were no amounts committed under such financing arrangements. See Note 3 - Acquisitions and Note 5 - Fair Value of Financial Instruments for discussion pertaining to certain of the Company’s cost and equity method investments and other investment arrangements.
Self-Insurance. MasTec maintains insurance policies for workers’ compensation, general liability and automobile liability, which are subject to per claim deductibles. The Company also maintains excess umbrella coverage. As of June 30, 2015 and December 31, 2014, MasTec’s liability for unpaid claims and associated expenses, including incurred but not reported losses related to these policies, totaled $70.8 million and $70.3 million, respectively, of which $41.6 million and $39.6 million, respectively, were reflected within other long-term liabilities in the consolidated balance sheets. MasTec also maintains an insurance policy with respect to employee group medical claims, which is subject to annual per employee maximum losses. MasTec’s liability for employee group medical claims as of June 30, 2015 and December 31, 2014 totaled $3.7 million and $4.4 million, respectively.
The Company is required to post letters of credit and provide cash collateral to certain of its insurance carriers and to provide surety bonds in certain states. Insurance-related letters of credit for the Company’s workers’ compensation, general liability and automobile liability policies amounted to $75.0 million as of both June 30, 2015 and December 31, 2014. In addition, cash collateral deposited with insurance carriers, which is included within other long-term assets in the consolidated balance sheets, amounted to $1.4 million and $1.2 million for these policies as of June 30, 2015 and December 31, 2014, respectively. Outstanding surety bonds related to workers’ compensation self-insurance programs amounted to $13.0 million as of both June 30, 2015 and December 31, 2014.
Employment Agreements. The Company has employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. Certain employment agreements also contain clauses that become effective upon a change in control of the Company. Upon the occurrence of any of the defined events in the various employment agreements, the Company would be obligated to pay certain amounts to the relevant employees, which vary with the level of the employees’ respective responsibility.

25


Collective Bargaining Agreements and Multi-Employer Plans. Certain of MasTec’s subsidiaries are party to various collective bargaining agreements with unions representing certain of their employees. These agreements require the subsidiaries party to the agreements to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to multi-employer pension plans and employee benefit trusts. The collective bargaining agreements expire at various times and have typically been renegotiated and renewed on terms similar to the ones contained in the expiring agreements.
The Employee Retirement Income Security Act of 1974, as amended by the Multi-Employer Pension Plan Amendments Act of 1980 (collectively, “ERISA”), which governs U.S.-registered multi-employer pension plans, subjects employers to substantial liabilities in the event of the employer’s complete or partial withdrawal from, or upon termination of, such plans. Under current law pertaining to employers who are contributors to U.S.-registered multi-employer defined benefit plans, a plan’s termination, an employer’s voluntary withdrawal from, or the mass withdrawal of contributing employers from, an underfunded multi-employer defined benefit plan requires participating employers to make payments to the plan for their proportionate share of the multi-employer plan’s unfunded vested liabilities. These liabilities include an allocable share of the unfunded vested benefits of the plan for all plan participants, not only for benefits payable to participants of the contributing employer. As a result, participating employers may bear a higher proportion of liability for unfunded vested benefits if the other participating employers cease to contribute to, or withdraw from, the plan. The allocable portion of liability to participating employers could be more disproportionate if employers that have withdrawn from the plan are insolvent, or if they otherwise fail to pay their proportionate share of the withdrawal liability. The Company currently contributes, and in the past has contributed to, plans that are underfunded, and, therefore, could have potential liability associated with a voluntary or involuntary withdrawal from, or termination of, these plans. While the Company does not currently have plans to withdraw from, and is not aware of related liabilities associated with these plans, there can be no assurance that the Company will not be assessed liabilities in the future. The Pension Protection Act of 2006 (“PPA”) added funding rules to U.S.-registered plans classified as “endangered,” “seriously endangered,” or “critical” status. The PPA requires that underfunded pension plans improve their funding ratios within prescribed intervals based on their level of underfunding. If a plan is in critical status, benefit reductions may apply and/or participating employers could be required to make additional contributions. In addition, if a multi-employer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service (“IRS”) may impose on the employers contributing to such plan a non-deductible excise tax of 5% of the amount of the accumulated funding deficiency.
Based upon the information available to the Company from plan administrators as of June 30, 2015, several of the multi-employer pension plans in which it participates are underfunded and, as a result, the Company could be required to increase its contributions. Some of the Company’s subsidiaries have also been notified that certain plans to which they contribute are in “critical” status and require additional contributions in the form of a surcharge on future benefit contributions required for future work performed by union employees covered by these plans. The amount of additional funds the Company may be obligated to contribute in the future cannot be estimated, as these amounts are based on future levels of work of the union employees covered by the plans.
In November 2014, the Company, along with other members of the Pipe Line Contractors Association (“PLCA”), voluntarily terminated its participation in several defined benefit multi-employer pension plans. No withdrawal liability was assessed as of the date of the Company’s termination of participation in these plans. There can be no assurance, however, that these plans, which were in critical status as of the date the Company terminated its participation, will not assess penalties in the future. Additionally, in November 2011, the Company, along with other members of the PLCA, voluntarily withdrew from the Central States Southeast and Southwest Areas Pension Fund (“Central States”), a defined benefit multi-employer pension plan that is in critical status. In connection with this withdrawal, a $6.4 million withdrawal liability was established based on an estimate provided by the Central States administrator as of the date of withdrawal. The Company began paying installments towards this withdrawal liability in 2013, of which $3.6 million and $4.2 million was outstanding as of June 30, 2015 and December 31, 2014, respectively. The Company withdrew from Central States in order to mitigate its liability in connection with the plan; however, Central States has asserted that the PLCA members did not effectively withdraw in 2011 and are, therefore, responsible for a withdrawal liability that includes 2011 contribution amounts. By letter dated March 14, 2013, Central States demanded $11 million in withdrawal liability from the Company, which included 2011 contribution amounts. The Company is vigorously opposing this demand because it believes that it legally and effectively withdrew from Central States in November 2011. If Central States were to prevail in its assertion that the Company withdrew after that date, then the initial amount of the Company’s withdrawal liability would increase to approximately $11 million. If Central States or other plans from which the Company has withdrawn were to undergo a mass withdrawal, as defined by ERISA and the Pension Benefit Guaranty Corporation, within the three-year period commencing with the beginning of the calendar year during which the Company effectively withdrew from the plan, there could be additional liability. Given the uncertain nature of the outcome of these factors, the ultimate withdrawal liability can only be estimated.
Indemnities. The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities and related litigation. As of June 30, 2015 and December 31, 2014, the Company was not aware of material asserted or unasserted claims in connection with these indemnity obligations.
Other Guarantees. In the ordinary course of its business, from time to time, MasTec guarantees the obligations of its subsidiaries, including obligations under certain contracts with customers, certain lease obligations and in some states, obligations in connection with obtaining contractors’ licenses. MasTec has also issued performance and other guarantees in connection with its undivided interest in a contractual joint venture and certain of its equity investees. See Note 3 - Acquisitions. MasTec also generally warrants the work it performs for a one to two year period following substantial completion of a project. MasTec has not historically accrued reserves for potential warranty claims as they have been immaterial.
Concentrations of Risk. The Company had approximately 430 customers for the six month period ended June 30, 2015. As of June 30, 2015, and December 31, 2014, one customer accounted for approximately 7% and 18%, respectively, of the Company’s consolidated net accounts receivable position, which represents accounts receivable, net, less billings in excess of costs and earnings. In addition, the Company derived 58% and 70% of revenues from its top ten customers for the three month periods ended June 30, 2015 and 2014, respectively, and derived 57% and 69% of revenues, respectively, from its top ten customers for the six month periods ended June 30, 2015 and 2014. Taking into consideration the July 2015 acquisition of DIRECTV® by AT&T, a single customer would have represented 9% and 19% of the Company’s consolidated net accounts receivable

26


position as of June 30, 2015 and December 31, 2014, respectively, and revenue derived from the Company’s ten largest customers would have totaled 60% and 71% for three month periods ended June 30, 2015 and 2014, respectively, and would have totaled 59% and 70%, respectively, for the six month periods ended June 30, 2015 and 2014. See Note 14 - Segments and Related Information for significant customer revenue concentration information.
Note 16 - Related Party Transactions
MasTec purchases, rents and leases equipment used in its business from a number of different vendors on a non-exclusive basis, including Cross Country Pipeline Supply, Inc. (“CCP”), in which the Company has a cost method investment of $15 million, resulting from its investment in CCP in 2013. Juan Carlos Mas, who is the brother of Jorge Mas, Chairman of MasTec’s Board of Directors, and José R. Mas, MasTec’s Chief Executive Officer, serves as the chairman of CCP. Additionally, an entity owned by Jorge, José and Juan Carlos Mas is a minority shareholder of CCP. For the three month periods ended June 30, 2015 and 2014, MasTec paid CCP approximately $1.0 million and $1.8 million, respectively, for equipment rentals, leases and servicing. For both the six month periods ended June 30, 2015 and 2014, MasTec paid CCP approximately $2.7 million, for equipment rentals, leases and servicing.
MasTec leases employees to a customer in which Jorge Mas and José R. Mas own a minority interest. For both the three month periods ended June 30, 2015 and 2014, MasTec charged approximately $0.2 million to this customer. For the six month periods ended June 30, 2015 and 2014, MasTec charged approximately $0.4 million and $0.3 million to this customer. As of both June 30, 2015 and December 31, 2014, outstanding receivables from employee leasing arrangements with this customer totaled $0.1 million. The Company also provides satellite communication services to this customer. For both the three month periods ended June 30, 2015 and 2014, satellite communication revenue relating to this customer totaled approximately $0.2 million. For the six month periods ended June 30, 2015 and 2014, satellite communication revenues relating to this customer were approximately $0.4 million and $0.5 million, respectively. As of June 30, 2015 and December 31, 2014, outstanding receivables from this customer for satellite communication services totaled approximately $0.3 million and $0.5 million, respectively.
Split Dollar Agreements
MasTec has a split dollar agreement with José R. Mas. For both the three and six month periods ended June 30, 2015, the Company paid $0.7 million in connection with the agreement for José R. Mas. As of June 30, 2014, the Company had a split dollar agreement and a deferred bonus agreement with José R. Mas. For both the three and six month periods ended June 30, 2014, the Company received approximately $0.8 million in proceeds from policies surrendered, net of premiums paid, in connection with the agreements for José R. Mas. MasTec also has a split dollar agreement with Jorge Mas. The Company paid approximately $0.5 million in connection with this agreement for both the three and six month periods ended June 30, 2015 and 2014. As of June 30, 2015 and December 31, 2014, life insurance assets associated with these agreements totaled $12.3 million and $11.1 million respectively, and were included within other long-term assets in the consolidated balance sheets. For additional information regarding the split dollar agreements with José and Jorge Mas, see Note 18 - Related Party Transactions in the notes to the 2014 Form 10-K.
Note 17 – Supplemental Guarantor Condensed Unaudited Consolidating Financial Information
The 4.875% Senior Notes are, and the 2011 Convertible Notes and 2009 Convertible Notes through the dates of their maturity in 2014, were fully and unconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by certain of the Company’s existing and future 100%-owned direct and indirect domestic subsidiaries that are each guarantors of the Credit Facility or other outstanding indebtedness (the “Guarantor Subsidiaries”). The Company’s subsidiaries organized outside of the United States and certain domestic subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) do not guarantee any of these notes. A Guarantor Subsidiary’s guarantee is subject to release in certain customary circumstances, including upon the sale of a majority of the capital stock or substantially all of the assets of such Guarantor Subsidiary, if the Guarantor Subsidiary’s guarantee under the Company’s Credit Facility and other indebtedness is released or discharged (other than due to payment under such guarantee); or when the requirements for legal defeasance are satisfied or the obligations are discharged in accordance with the related indentures.
The following supplemental financial information sets forth the condensed unaudited consolidating balance sheets and the condensed unaudited consolidating statements of operations and comprehensive income and cash flows for the parent company (MasTec, Inc.), the Guarantor Subsidiaries on a combined basis, the Non-Guarantor Subsidiaries on a combined basis and the eliminations necessary to arrive at the information for the Company as reported on a consolidated basis. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among MasTec, Inc., the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries.  Investments in subsidiaries are accounted for using the equity method for this presentation.


27


CONDENSED UNAUDITED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in millions)
For the Three Months Ended June 30, 2015
MasTec, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
MasTec, Inc.
Revenue
$
—

 
$
891.2

 
$
178.5

 
$
(3.1
)
 
$
1,066.6

Costs of revenue, excluding depreciation and amortization
—

 
784.7

 
164.3

 
(3.1
)
 
945.9

Depreciation and amortization
—

 
32.7

 
10.6

 
—

 
43.3

General and administrative expenses
0.6

 
61.7

 
7.0

 
—

 
69.3

Interest expense (income), net
—

 
28.1

 
(15.2
)
 
—

 
12.9

Other (income) expense, net
—

 
(4.8
)
 
2.4

 
—

 
(2.4
)
(Loss) income from continuing operations before income taxes
$
(0.6
)
 
$
(11.2
)

$
9.4


$
—


$
(2.4
)
Benefit from (provision for) income taxes
0.3

 
4.7

 
(6.4
)

—

 
(1.4
)
Net (loss) income from continuing operations
$
(0.3
)
 
$
(6.5
)
 
$
3.0

 
$
—

 
$
(3.8
)
Equity in loss from subsidiaries, net of tax
(3.3
)
 
—

 
—

 
3.3

 
—

Net (loss) income
$
(3.6
)
 
$
(6.5
)
 
$
3.0

 
$
3.3

 
$
(3.8
)
Net loss attributable to non-controlling interests
—

 
—

 
(0.1
)
 
—

 
(0.1
)
Net (loss) income attributable to MasTec, Inc.
$
(3.6
)
 
$
(6.5
)
 
$
3.1

 
$
3.3

 
$
(3.7
)
Comprehensive (loss) income
$
(0.4
)
 
$
(6.5
)
 
$
6.4

 
$
—

 
$
(0.5
)

For the Three Months Ended June 30, 2014 (As Restated)
MasTec, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
MasTec, Inc.
Revenue
$
—

 
$
960.9

 
$
146.4

 
$
(0.1
)
 
$
1,107.2

Costs of revenue, excluding depreciation and amortization
—

 
816.4

 
134.4

 
(0.1
)
 
950.7

Depreciation and amortization
—

 
29.4

 
7.4

 
—

 
36.8

General and administrative expenses
0.7

 
48.0

 
5.5

 
—

 
54.2

Interest expense, net
—

 
12.3

 
0.6

 
—

 
12.9

Other income, net
—

 
(1.9
)