UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number: 001-08106
CUSIP Number: 576323109
NOTIFICATION OF LATE FILING
| (Check One) | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR | |
| For Period Ended: December 31, 2022 | ||
| ☐ Transition Report on Form 10-K | ||
| ☐ Transition Report on Form 20-F | ||
| ☐ Transition Report on Form 11-K | ||
| ☐ Transition Report on Form 10-Q | ||
| For the Transition Period Ended: | ||
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Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
MasTec, Inc.
(Full Name of Registrant)
(Former Name if Applicable)
800 S. Douglas Road, 12th Floor
(Address of Principal Executive Office (Street and Number))
Coral Gables, FL 33134
(City, State and Zip Code)
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
MasTec, Inc. (“MasTec” or the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). MasTec could not file the Form 10-K within the prescribed period because additional time is required by the Company to finalize its assessment of internal control over financial reporting, including the previously disclosed material weakness assessment related to certain 2021 acquired entities undergoing their first internal control assessment. As previously reported, the Company anticipates that the Form 10-K will not result in changes to the financial results for the full year and fourth quarter of 2022, which results were announced in the Company’s press release dated February 23, 2023, and that the Form 10-K will be filed as soon as practicable on or before the 15th calendar day following the prescribed due date.
As a result of these developments, the Company is unable, without unreasonable effort or expense, to timely file the Form 10-K.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | |||||||||||
| Alberto de Cardenas | 305 | 599-1800 | ||||||||||
| (Name) | (Area Code) | (Telephone Number) | ||||||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No | |||||||||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No | |||||||||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||||||||
See Attachment A hereto for 2022 financial results reported in the Company’s February 23, 2023 press release, which attachment is incorporated herein by reference.
MasTec, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date March 2, 2023 | By: | /s/ Alberto de Cardenas | ||||
| Name: | Alberto de Cardenas | |||||
| Title: | Executive Vice President, General Counsel and Secretary |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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Attachment A
In its press release issued on February 23, 2023, included as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated February 23, 2023 (the “Form 8-K”), the Company reported preliminary unaudited results with respect to its 2022 full fiscal year and fourth quarter. Condensed unaudited consolidated financial statements reflecting those results follow below. For additional information regarding these results, please refer to the Form 8-K.
Consolidated Statements of Operations
(unaudited - in thousands, except per share information)
| For the Three Months Ended December 31, |
For the Years Ended December 31, |
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| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue |
$ | 3,008,361 | $ | 1,809,366 | $ | 9,778,038 | $ | 7,951,781 | ||||||||
| Costs of revenue, excluding depreciation and amortization |
2,637,071 | 1,559,308 | 8,586,333 | 6,805,735 | ||||||||||||
| Depreciation |
107,753 | 83,480 | 371,240 | 345,612 | ||||||||||||
| Amortization of intangible assets |
54,666 | 22,692 | 135,908 | 77,214 | ||||||||||||
| General and administrative expenses |
155,194 | 67,975 | 559,437 | 306,970 | ||||||||||||
| Interest expense, net |
49,942 | 14,035 | 112,255 | 53,413 | ||||||||||||
| Equity in earnings of unconsolidated affiliates, net |
(9,413 | ) | (10,245 | ) | (28,836 | ) | (33,830 | ) | ||||||||
| Other income, net |
539 | (19,663 | ) | (1,358 | ) | (33,408 | ) | |||||||||
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| Income before income taxes |
$ | 12,609 | $ | 91,784 | $ | 43,059 | $ | 430,075 | ||||||||
| Provision for income taxes |
(9,239 | ) | (15,389 | ) | (9,171 | ) | (99,346 | ) | ||||||||
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| Net income |
$ | 3,370 | $ | 76,395 | $ | 33,888 | $ | 330,729 | ||||||||
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| Net income (loss) attributable to non-controlling interests |
146 | (249 | ) | 534 | 1,898 | |||||||||||
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| Net income attributable to MasTec, Inc. |
$ | 3,224 | $ | 76,644 | $ | 33,354 | $ | 328,831 | ||||||||
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| Earnings per share: |
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| Basic earnings per share |
$ | 0.04 | $ | 1.06 | $ | 0.45 | $ | 4.54 | ||||||||
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| Basic weighted average common shares outstanding |
76,492 | 72,553 | 74,917 | 72,499 | ||||||||||||
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| Diluted earnings per share |
$ | 0.04 | $ | 1.04 | $ | 0.42 | $ | 4.45 | ||||||||
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| Diluted weighted average common shares outstanding |
77,770 | 74,035 | 76,185 | 73,941 | ||||||||||||
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Consolidated Balance Sheets
(unaudited - in thousands)
| December 31, 2022 |
December 31, 2021 |
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| Assets | ||||||||
| Current assets |
$ | 3,861,498 | $ | 2,873,954 | ||||
| Property and equipment, net |
1,754,101 | 1,436,087 | ||||||
| Operating lease right-of-use assets |
279,534 | 260,410 | ||||||
| Goodwill, net |
2,045,041 | 1,520,575 | ||||||
| Other intangible assets, net |
946,299 | 670,280 | ||||||
| Other long-term assets |
409,157 | 360,087 | ||||||
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| Total assets |
$ | 9,295,630 | $ | 7,121,393 | ||||
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| Liabilities and Equity | ||||||||
| Current liabilities |
$ | 2,497,095 | $ | 1,784,598 | ||||
| Long-term debt, including finance leases |
3,052,193 | 1,876,233 | ||||||
| Long-term operating lease liabilities |
194,050 | 176,378 | ||||||
| Deferred income taxes |
572,714 | 450,361 | ||||||
| Other long-term liabilities |
238,391 | 289,962 | ||||||
| Total equity |
2,741,187 | 2,543,861 | ||||||
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| Total liabilities and equity |
$ | 9,295,630 | $ | 7,121,393 | ||||
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Consolidated Statements of Cash Flows
(unaudited - in thousands)
| For the Years Ended December 31, |
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| 2022 | 2021 | |||||||
| Net cash provided by operating activities |
$ | 352,297 | $ | 793,074 | ||||
| Net cash used in investing activities |
(821,183 | ) | (1,357,171 | ) | ||||
| Net cash provided by financing activities |
480,897 | 501,942 | ||||||
| Effect of currency translation on cash |
(2,155 | ) | (227 | ) | ||||
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| Net increase (decrease) in cash and cash equivalents |
9,856 | (62,382 | ) | |||||
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| Cash and cash equivalents - beginning of period |
$ | 360,736 | $ | 423,118 | ||||
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| Cash and cash equivalents - end of period |
$ | 370,592 | $ | 360,736 | ||||
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