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Acquisitions, Goodwill, and Other Intangible Assets | 6 Months Ended
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Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract] |
Acquisitions, Goodwill, and Other Intangible Assets | Acquisitions, Goodwill and Other Intangible Assets The following table provides a reconciliation of changes in goodwill by reportable segment for the six month period ended June 30, 2022 (in millions). Goodwill balances as of December 31, 2021 were recast in the first quarter of 2022 to reflect the change in segment reporting for the HMG acquisition, as discussed in Note 1 – Business, Basis of Presentation and Significant Accounting Policies. Goodwill was reallocated based on the estimated relative fair value of the respective HMG reporting units. See Note 13 – Segments and Related Information for additional information.
| Communications |  | Clean Energy and Infrastructure |  | Oil and Gas |  | Power Delivery |  | Total Goodwill |  |
Goodwill, gross, as of December 31, 2021 (a) | $ | 614.5 |  |  | $ | 166.1 |  |  | $ | 561.3 |  |  | $ | 303.4 |  |  | $ | 1,645.3 |  |  |
Accumulated impairment loss (b) | — |  |  |  |  | (124.7) |  |  | — |  |  | (124.7) |  |  |
Goodwill, net, as of December 31, 2021 | $ | 614.5 |  |  | $ | 166.1 |  |  | $ | 436.6 |  |  | $ | 303.4 |  |  | $ | 1,520.6 |  |  |
Additions from new business combinations | 3.0 |  |  | — |  |  | 4.1 |  |  | — |  |  | 7.1 |  |  |
Measurement period adjustments (c) | (12.7) |  |  | 2.1 |  |  | 6.7 |  |  | (38.9) |  |  | (42.8) |  |  |
Currency translation adjustments | — |  |  | — |  |  | (0.3) |  |  | — |  |  | (0.3) |  |  |
Goodwill, net as of June 30, 2022 | $ | 604.8 |  |  | $ | 168.2 |  |  | $ | 447.1 |  |  | $ | 264.5 |  |  | $ | 1,484.6 |  |  |
(a) The change in segment reporting for the HMG acquisition resulted in a decrease in Power Delivery segment goodwill of $23.4 million and an increase in goodwill for the Communications and Oil and Gas segments of $13.0 million and $10.4 million, respectively, as of December 31, 2021. (b) Accumulated impairment losses include the effects of currency translation gains and/or losses. (c) Represents adjustments to preliminary estimates of fair value within the measurement period of up to one year from the date of acquisition. The following table provides a reconciliation of changes in other intangible assets, net, for the period indicated (in millions):
| Other Intangible Assets
| Non-Amortizing |  | Amortizing |  |
| Trade Names |  |  |  | Customer Relationships and Backlog |  | Pre-Qualifications |  | Other (a) |  | Total
Other intangible assets, gross, as of December 31, 2021 | $ | 34.5 |  |  |  |  | $ | 763.1 |  |  | $ | 73.9 |  |  | $ | 124.6 |  |  | $ | 996.1 |
Accumulated amortization |  |  |  |  | (278.0) |  |  | (21.4) |  |  | (26.4) |  |  | (325.8) |
Other intangible assets, net, as of December 31, 2021 | $ | 34.5 |  |  |  |  | $ | 485.1 |  |  | $ | 52.5 |  |  | $ | 98.2 |  |  | $ | 670.3 |
Additions from new business combinations | — |  |  |  |  | 2.1 |  |  | — |  |  | 0.7 |  |  | 2.8 |
Measurement period adjustments (b) | — |  |  |  |  | 55.8 |  |  | — |  |  | (10.1) |  |  | 45.7 |
Currency translation adjustments | — |  |  |  |  | — |  |  | (0.5) |  |  | — |  |  | (0.5) |
Amortization expense |  |  |  |  | (42.8) |  |  | (4.4) |  |  | (6.1) |  |  | (53.3) |
Other intangible assets, net, as of June 30, 2022 | $ | 34.5 |  |  |  |  | $ | 500.2 |  |  | $ | 47.6 |  |  | $ | 82.7 |  |  | $ | 665.0 |
(a)Consists principally of trademarks, trade names and non-compete agreements. (b)Represents adjustments to preliminary estimates of fair value within the measurement period of up to one year from the date of acquisition. Quarterly Assessment for Indicators of Impairment. During the second quarter of 2022, the Company performed a quarterly review for indicators of impairment, which considered its results for the six month period ended June 30, 2022, together with its expectations of future results, including consideration of the potential effects of shifts in timing for certain projects. In conjunction with this quarterly review, management performed a quantitative assessment of the goodwill associated with two reporting units within its Oil and Gas segment and one reporting unit within its Power Delivery segment. Based on the results of these assessments, management determined that the estimated fair values of these reporting units substantially exceeded their carrying values as of June 30, 2022. Significant changes in the assumptions or estimates used in management’s assessment, such as a reduction in profitability and/or cash flows, changes in market conditions, including decreases in market activity levels or the effects of rising inflation, including on interest rates, could result in non-cash impairment charges to goodwill and indefinite-lived intangible assets in the future. Recent Acquisitions The Company seeks to grow and diversify its business both organically and through acquisitions and/or strategic arrangements in order to deepen its market presence, broaden its geographic reach and expand its service offerings. 2022 Acquisitions. For the six month period ended June 30, 2022, MasTec completed two acquisitions, which included all of the equity interests of (i) an infrastructure construction company focusing on water, sewer and utility projects and with expertise in excavation and site work, which acquisition is included within the Company’s Oil and Gas segment and was effective in January; and (ii) a telecommunications compa ny specializing in wireline services, which acquisition is included within the Company’s Communications segment and was effective as of the end of May. The aggregate purchase price for these acquisitions was composed of approximately $15.8 million in cash, net of cash acquired and earn-out liabilities valued at approximately $1.8 million. Determination of the estimated fair values of net assets acquired and the estimated earn-out liabilities and consideration transferred was preliminary as o f June 30, 2022; as a result, further adjustments to these estimates may occur. 2021 Acquisitions. During 2021, MasTec completed fourteen acquisitions, including all of the equity interests of the following: (i) Within the Company’s Power Delivery segment: HMG, an industry-leading utility services firm providing critical infrastructure design, construction and maintenance services to the power and renewables, telecommunications, gas distribution and pipeline services end-markets, which acquisition was effective in December. In the first quarter of 2022, MasTec integrated and began reporting the results of HMG within its Power Delivery, Communications and Oil and Gas segments, as appropriate, and began reporting HMG’s corporate functions within its corporate results. See Note 13 – Segments and Related Information for additional details. During 2021, the Company also acquired an electric utility distribution contractor and a company specializing in vegetation management services for the electric and telecommunications industries, which acquisitions were effective in December; and Intren, LLC (“INTREN”), a premier specialty utility contractor primarily providing electrical distribution network services under various multi-year master service agreements to some of the nation’s largest utilities, municipalities and cooperatives, which acquisition was effective in May; (ii) within the Company’s Clean Energy and Infrastructure segment: a heavy civil infrastructure construction company focusing on transportation projects; and a heavy industrial general contractor with concrete, piping and electrical capabilities, which acquisitions were effective in February and April, respectively; (iii) within the Company’s Communications segment: a telecommunications company specializing in cabling, plant and other network services, which acquisition was effective in November; a telecommunications and utility technical services company focusing on outside plant telecommunications engineering; a telecommunications and cable services provider; and a utilities infrastructure company, providing power line construction and repair services, all of which acquisitions were effective in May; and business operations specializing in install-to-the-home services, which acquisition was effective in August; and (iv) within the Company’s Oil and Gas segment: an infrastructure construction company focusing on water, sewer and utility projects, along with expertise in site work; and a company specializing in environmental services for energy infrastructure and heavy civil projects, both of which acquisitions were effective in December; and a pipeline contractor focusing on integrity and maintenance work related to gas distribution infrastructure, which acquisition was effective in February. These acquisitions were funded with cash on hand, borrowings under the Company’s credit facility and with shares of the Company’s common stock and are subject to customary purchase price adjustments. The following table summarizes the estimated fair values of consideration paid and net assets acquired for the 2021 acquisitions, as adjusted (in millions):
Acquisition consideration(a): | HMG | All other | Total
Cash, net of cash acquired | $ | 402.4 |  | $ | 867.3 |  | $ | 1,269.7 |
Shares transferred | 181.7 |  | — |  | 181.7 |
Estimated fair value of contingent consideration | — |  | 102.9 |  | 102.9 |
Total consideration | $ | 584.1 |  | $ | 970.2 |  | $ | 1,554.3 |
Identifiable assets acquired and liabilities assumed: |  |  |
Accounts receivable and contract assets | $ | 409.5 |  | $ | 271.2 |  | $ | 680.7 |
Current assets | 14.6 |  | 26.7 |  | 41.3 |
Property and equipment | 252.4 |  | 250.6 |  | 503.0 |
Long-term assets, primarily operating lease right-of-use assets | 85.1 |  | 81.8 |  | 166.9 |
Amortizing intangible assets | 164.6 |  | 444.2 |  | 608.8 |
Accounts payable | (108.0) |  | (49.3) |  | (157.3) |
Current liabilities, including current portion of operating lease liabilities | (151.2) |  | (136.7) |  | (287.9) |
Long-term debt, including finance lease obligations | (0.2) |  | (4.4) |  | (4.6) |
Long-term liabilities, primarily operating lease liabilities and deferred income taxes | (151.0) |  | (76.5) |  | (227.5) |
Total identifiable net assets | $ | 515.8 |  | $ | 807.6 |  | $ | 1,323.4 |
Goodwill | 68.3 |  | 166.2 |  | 234.5 |
Total net assets acquired, including goodwill | $ | 584.1 |  | $ | 973.8 |  | $ | 1,557.9 |
Bargain purchase gain | — |  | (3.6) |  | (3.6) |
Total consideration | $ | 584.1 |  | $ | 970.2 |  | $ | 1,554.3 |
(a) Acquisition consideration in the table above excludes approximately $65 million of measurement period adjustments for estimated payments that will be made to the sellers of HMG if certain acquired receivables are collected. Given the pass-through nature of these contingent payments, they have been excluded from total consideration and current assets in the table above. See below for related discussion. Amortizing intangible assets related to the HMG acquisition are primarily composed of customer relationships, and to a lesser extent, trade names and backlog. Customer relationship intangible assets totaled approximately $132 million, and had a weighted average life of approximately 12 years, based on HMG’s operational history and established relationships with, and the nature of, its customers, which are primarily in the utilities industry. The weighted average life of amortizing intangible assets in the aggregate for the HMG acquisition was 11 years. Amortizing intangible assets related to “All other” acquisitions are primarily composed of customer relationships and trade names, which each had a weighted average life of approximately 17 years. The aggregate weighted average life related to “All other” amortizing intangible assets was 17 years. INTREN’s acquired intangible assets, which are included within “All other” acquisitions in the table above, included a customer relationship and a trade name intangible asset representing $284 million in the aggregate, having asset lives of approximately 20 years each based on INTREN’s operational history and established relationships with, and the nature of, its customers, which are primarily in the utilities industry. Amortizing intangible assets are amortized in a manner consistent with the pattern in which the related benefits are expected to be consumed. The goodwill balances for each of the respective acquisitions, including approximately $49 million for INTREN, represent the estimated values of each acquired company’s geographic presence in key markets, assembled workforce, management team’s industry-specific project management expertise and synergies expected to be achieved from the combined operations of each of the acquired companies and MasTec. Approximately $149 million of the goodwill balance related to the 2021 acquisitions is expected to be tax deductible as of June 30, 2022. One of the Company’s fourth quarter 2021 acquisitions within its Power Delivery segment resulted in the recognition of a bargain purchase gain of $3.6 million, of which $0.2 million was recognized during the six month period ended June 30, 2022. The HMG purchase agreement provides for certain additional payments to be made to the sellers if certain acquired receivables are collected by the Company (the “Additional Payments”). Pursuant to the terms of the purchase agreement, a portion of the Additional Payments will be made in cash, with the remainder due in shares of MasTec common stock. The estimated number of potential shares that could be issued related to such Additional Payments will be based on the amounts ultimately collected and the share price as defined within the purchase agreement. Changes in the estimated fair value of potential shares that could be issued, which result from changes in MasTec’s share price as compared with the share price as defined within the purchase agreement, are reflected within other income or expense, as appropriate. An Additional Payment of approximately $29.4 million was made in May 2022, which payment was composed of approximately $18 million in cash, which payment is reflected within financing activities in the consolidated statement of cash flows, and 133,157 shares of MasTec common stock. For both the three and six month periods ended June 30, 2022, a realized gain of approximately $1 million was recognized within other income, net, in connection with this payment. In addition, the HMG purchase agreement provides for a customary net working capital adjustment. In the second quarter of 2022, this working capital adjustment was resolved, resulting in a reduction in acquisition consideration for HMG of approximately $15 million, which reduction is reflected in the table above, and for which the related receivable is included within other current assets as of June 30, 2022. This working capital adjustment had no impact on the number of shares issued in connection with the acquisition. As of June 30, 2022, t he estimated fair value of remaining Additional Payments was approximately $32 million, which amount is included within other current liabilities in the consolidated balance sheet and includes the effect of unrealized fair value gains related to the contingent shares. For both the three and six month periods ended June 30, 2022, unrealized fair value measurement activity related to the contingent shares totaled a gain of approximately $3.2 million, which amount is reflected within other income, net. The number of shares that would be paid in connection with the remaining Additional Payment liability as of June 30, 2022 is approximately 160,000 shares. See Note 2 – Earnings Per Share for the effect of the above referenced shares on the Company’s earnings per share calculations. Included within “All other” acquisition consideration is approximately $455 million of consideration, including estimated earn-out liabilities, for INTREN. Total cash paid for acquisitions, net, includes approximately $78 million of cash acquired. The shares of MasTec common stock transferred in connection with the HMG acquisition in the table above consisted of approximately 2.0 million shares, as determined based on the terms of the purchase agreement, valued at approximately $182 million, based on the market price of the Company’s common stock on the date of closing. The contingent consideration included in the table above is composed of earn-out liabilities, which equal a portion of the acquired companies’ earnings before interest, taxes, depreciation and amortization (“EBITDA”) in excess of thresholds agreed upon with the sellers, if applicable. The earn-out arrangements for the 2021 acquisitions generally range from one to five-year terms, as set forth in the respective purchase agreements, and are valued at approximately $103 million in the aggregate. The earn-out arrangement for the INTREN acquisition included within “All other” acquisitions had a term of less than one year. Earn-outs are generally payable annually and are recorded within other current and other long-term liabilities, as appropriate, in the consolidated balance sheets. See Note 4 - Fair Value of Financial Instruments for details pertaining to fair value estimates for the Company’s earn-out arrangements. As of June 30, 2022, the range of remaining potential undiscounted earn-out liabilities for the 2021 acquisitions was estimated to be between $4 million and $120 million; however, there is no maximum payment amount. Determination of the estimated fair values of the net assets acquired and the estimated earn-out liabilities and consideration transferred for certain of these acquisitions was preliminary as of June 30, 2022; as a result, further adjustments to these estimates may occur. Pro forma results. For the three month periods ended June 30, 2022 and 2021, unaudited supplemental pro forma revenue totaled approximately $2.3 billion and $2.5 billion, respectively, and unaudited supplemental pro forma net income totaled $20.4 million and $81.6 million, respectively. For the six month periods ended June 30, 2022 and 2021, unaudited supplemental pro forma revenue totaled approximately $4.3 billion and $4.9 billion, respectively. For the six month period ended June 30, 2022, unaudited supplemental pro forma net loss totaled approximately $15.4 million, and for the six month period ended June 30, 2021, unaudited supplemental pro forma net income totaled approximately $125.1 million. Acquisition-related results. For the three and six month periods ended June 30, 2022, the Company’s consolidated results of operations included acquisition-related revenue of approximately $602.3 million and $1,307.0 million, respectively, including a total of $480.4 million and $1,028.5 million, respectively, for HMG and INTREN in the aggregate, and for the three and six month periods ended June 30, 2021, acquisition-related revenue totaled approximately $271.4 million and $358.2 million, respectively, including a total of $102.5 million for INTREN for both the three and six month periods ended June 30, 2021. For the three and six month periods ended June 30, 2022, the Company’s consolidated results of operations included acquisition-related net income of approximately $18.7 million and $9.4 million, respectively, based on the Company’s consolidated effective tax rates, and for the three and six month periods ended June 30, 2021, included acquisition-related net income of approximately $3.5 million and $4.7 million, respectively, based on the Company’s consolidated effective tax rates. These acquisition-related results include amortization of acquired intangible assets and acquisition integration costs, and exclude the effects of interest expense associated with consideration paid for the related acquisitions. Acquisition and integration costs. The Company incurred certain acquisition and integration costs in connection with its fourth quarter 2021 acquisitions, which costs are included within general and administrative expenses in the Company’s consolidated statements of operations. Acquisition and integration costs include i) the costs of integrating acquired entities, such as: employee termination expenses, including employee compensation relating to the elimination of certain positions that were determined to be redundant, and other integration-type costs, including facility consolidation expenses, lease termination expenses, system migration expenses, training, operating cost redundancies and other integration costs, as well as ii) legal, professional and other fees associated with the consummation of these acquisitions. The Company is currently in the process of integrating these acquisitions and expects to incur additional acquisition and integration expenses in 2022. Acquisition and integration costs for the three and six months period ended June 30, 2022 totaled approximately $12.5 million and $26.1 million, respectively, and as of June 30, 2022, approximately $1.5 million was included within current liabilities within the consolidated balance sheets related to such costs. IEA Acquisition. In July 2022, MasTec announced that it entered into a definitive agreement under which MasTec will acquire all of the outstanding shares of Infrastructure and Energy Alternatives, Inc. (“IEA”), a premier clean energy and infrastructure services provider, which acquisition is expected to close at the end of the fourth quarter of 2022, subject to IEA shareholder approval, regulatory approvals and other customary closing conditions. IEA is expected to be included within the Company’s Clean Energy and Infrastructure segment. Under the terms of the agreement, MasTec will acquire IEA in a cash and stock transaction valued at $14.00 per IEA share, composed of 75% cash ($10.50 per IEA share) and 25% stock consideration ($3.50 per IEA share). This acquisition will be funded with cash on hand, borrowings under the Company’s senior secured credit facility and additional debt financing. The Company intends to finance at least a portion of the cash required in connection with the transaction with a bridge facility, pursuant to which certain lenders have committed to provide a 364-day senior unsecured bridge term loan facility, or, as an alternative to the bridge facility, with the proceeds from the Term Facilities (as defined in Note 7 - Debt), for which it has also received bank commitments. See Note 7 - Debt for additional information.

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