================================================================================
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 September 30, 2000
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.)
3155 N.W. 77th Avenue, Miami, FL 33122-1205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 599-1800
Former name, former address and former fiscal year, if changed since last
report: Not Applicable
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 X No .
As of November 13, 2000, MasTec, Inc. had 47,602,435 shares of common
stock, $0.10 par value, outstanding.
<PAGE>
MASTEC, INC.
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements
Unaudited Consolidated Statements of Operations for the Three
and Nine Months Ended September 30, 2000 and 1999................... 3
Consolidated Balance Sheets as of September 30, 2000 (Unaudited)
and December 31, 1999............................................... 4
Unaudited Consolidated Statement of Changes in
Shareholders Equity for the Nine Months
Ended September 30, 2000............................................ 5
Unaudited Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2000 and 1999............... 6
Notes to Consolidated Financial Statements (Unaudited).............. 8
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition.............................................13
Item 3. Quantitative and Qualitative Disclosures About Market Risk..........21
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K....................................21
Signatures....................................................................22
2
<PAGE>
MASTEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2000 1999 2000 1999
------------- ------------- ------------- --------------
Revenue
<S> <C> <C> <C> <C>
North America $ 365,460 $ 291,201 $ 914,250 $ 704,585
Brazil 16,819 9,891 38,420 41,991
------------- ------------- ------------- --------------
382,279 301,092 952,670 746,576
Costs of revenue 293,351 227,760 727,213 568,126
Depreciation 13,506 11,775 40,167 33,869
Amortization 2,467 2,262 8,643 6,682
General and administrative expenses 25,834 24,560 70,876 64,493
Severance charge 1,708 - 1,708 -
Interest expense 4,516 7,273 14,375 20,815
Interest income 1,630 2,753 3,897 8,495
Other (loss) income, net (9) (358) 5,244 (57)
------------- ------------- ------------- --------------
Income before provision for income taxes
and minority interest 42,518 29,857 98,829 61,029
Provision for income taxes 17,382 12,405 40,880 25,354
Minority interest (48) (306) (41) (2,000)
------------- ------------- ------------- --------------
Net income $ 25,088 $ 17,146 $ 57,908 $ 33,675
============= ============= ============= ==============
Weighted average common shares
outstanding 47,300 42,078 45,976 41,540
Basic earnings per share $ 0.53 $ 0.41 $ 1.26 $ 0.81
Weighted average common shares
outstanding 48,999 43,088 47,963 42,321
Diluted earnings per share $ 0.51 $ 0.40 $ 1.21 $ 0.80
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE>
MASTEC, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
September 30, December 31,
2000 1999
------------ -----------
(Unaudited)
Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 53,322 $ 27,635
Accounts receivable, unbilled revenue and retainage, net 360,029 251,576
Inventories 16,927 14,264
Other current assets 33,075 34,634
----------- -----------
Total current assets 463,353 328,109
Assets held for sale 25,314 53,639
Property and equipment, net 160,340 153,527
Investments in unconsolidated companies 17,687 18,006
Intangibles, net 233,716 151,556
Other assets 36,948 23,572
----------- -----------
Total assets $ 937,358 $ 728,409
=========== ===========
Liabilities and shareholders' equity
Current liabilities:
Current maturities of debt $ 8,374 $ 12,200
Accounts payable 98,532 74,408
Other current liabilities 100,840 71,882
----------- -----------
Total current liabilities 207,746 158,490
----------- -----------
Other liabilities 42,116 45,628
----------- -----------
Long-term debt 200,476 267,458
----------- -----------
Commitments and contingencies
Shareholders' equity:
Common stock 4,759 4,235
Capital surplus 339,713 167,387
Retained earnings 159,111 101,203
Foreign currency translation adjustments (16,563) (15,992)
----------- -----------
Total shareholders' equity 487,020 256,833
----------- -----------
Total liabilities and shareholders' equity $ 937,358 $ 728,409
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE>
MASTEC, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands)
(Unaudited)
<TABLE>
Common Stock Foreign
------------------ Currency
Capital Retained Translation
Shares Amount Surplus Earnings Adjustments Total
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1999 42,350 $ 4,235 $167,387 $ 101,203 $ (15,992) $ 256,833
Net income 57,908 57,908
Foreign currency translation (571) (571)
adjustments
Stock issued 5,239 524 172,326 172,850
======================================================================================================
Balance September 30, 2000 47,589 $ 4,759 $339,713 $ 159,111 $ (16,563) $ 487,020
======================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
5
<PAGE>
MASTEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
Nine Months Ended
September 30,
-----------------------------
2000 1999
----------- ----------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 57,908 $ 33,675
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 48,810 40,551
Minority interest 41 2,000
(Gain) loss on sale of assets (4,764) 3,488
Changes in assets and liabilities net of effect of
acquisitions:
Accounts receivables, unbilled revenue and retainage, net (82,779) (16)
Inventories and other current assets (14,807) (11,826)
Other assets (19,357) 4,204
Accounts payable 11,595 5,802
Other current liabilities 20,199 (3,549)
Other liabilities (10,054) 1,324
----------- -----------
Net cash provided by operating activities 6,792 75,653
----------- -----------
Cash flows from investing activities:
Capital expenditures (40,734) (57,659)
Cash paid for acquisitions (net of cash acquired) and (50,352) (13,311)
contingent consideration
Repayment of notes receivable, net 1,100 18,667
Distribution to joint venture partner (4,900) -
Proceeds from assets held for sale 53,613 7,657
----------- ------------
Net cash used in investing activities (41,273) (44,646)
----------- ------------
Cash flows from financing activities:
Net, repayments, revolving credit facilities (74,663) (22,105)
Net proceeds from common stock issued 136,004 3,343
----------- ------------
Net cash provided by (used in) financing activities 61,341 (18,762)
----------- ------------
Net increase in cash and cash equivalents 26,860 12,245
Effect of translation on cash (1,173) (3,453)
Cash and cash equivalents - beginning of period 27,635 19,864
----------- ------------
Cash and cash equivalents - end of period $ 53,322 $ 28,656
=========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
6
<PAGE>
MASTEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in thousands)
(Unaudited)
Supplemental disclosure of non-cash investing and financing activities:
During the nine months ended September 30, 2000, we completed certain
acquisitions which have been accounted for as purchases. The fair value of the
net assets acquired totaled $18.0 million and was comprised primarily of $26.9
million of accounts receivable, $8.9 million of property and equipment, $1.0
million of other assets and $5.8 million in cash, offset by $24.6 million of
assumed liabilities. The excess of the purchase price over the net assets
acquired was $67.3 million and was allocated to goodwill. MasTec also issued
207,171 shares of common stock with a value of $15.8 million related to the
payment of contingent consideration from earlier acquisitions. Of the $15.8
million, $0.2 million was recorded as a reduction of other current liabilities
and $15.6 million as additional goodwill.
During the nine months ended September 30, 1999, we completed certain
acquisitions which have been accounted for as purchases. The fair value of the
net assets acquired totaled $3.5 million and was comprised primarily of $7.0
million of accounts receivable, $2.1 million of property and equipment, $0.7
million of other assets and $0.3 million in cash, offset by $6.6 million of
assumed liabilities. The excess of the purchase price over the fair value of net
assets acquired was $7.3 million and was allocated to goodwill. We also issued
527,597 shares of common stock with a value of $11.3 million related to the
payment of contingent consideration from earlier acquisitions. Of the $11.3
million, $2.3 million was recorded as a reduction of other current liabilities
and $9.0 million as additional goodwill.
The accompanying notes are an integral part of these consolidated
financial statements.
7
<PAGE>
Note 1 - Basis for Presentation of Consolidated Financial Statements
The accompanying unaudited consolidated financial statements of MasTec,
Inc. have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions for Form
10-Q and Rule 10-01 of Regulation S-X. They do not include all information and
notes required by generally accepted accounting principles for complete
financial statements and should be read together with the audited financial
statements and notes thereto included in our annual report on Form 10-K for the
year ended December 31, 1999. The balance sheet data as of December 31, 1999 was
derived from audited financial statements but does not include all disclosures
required by generally accepted accounting principles. Certain reclassifications
have been made to conform to the 2000 presentation. The financial information
furnished reflects all adjustments, consisting only of normal recurring
accruals, which are, in the opinion of management, necessary for a fair
presentation of the financial position, results of operations and cash flows for
the quarterly periods presented. The results of operations for the periods
presented are not necessarily indicative of our future results of operations for
the entire year.
Our comprehensive income for the nine months ended September 30, 2000 and
1999 was $57.3 million and $20.7 million, respectively. The components of
comprehensive income are net income and foreign currency translation
adjustments.
On June 19, 2000, we effected a three-for-two split of our common stock in
the form of a stock dividend to shareholders of record as of May 29, 2000. To
reflect the split, common stock was increased and capital surplus was decreased
by $1.6 million. All references in the consolidated financial statements to
shares and related prices, weighted average number of shares, per share amounts
and stock plan data have been adjusted to reflect the stock split on a
retroactive basis.
Note 2 - Recently Issued Accounting Pronouncements
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 "Revenue Recognition" (SAB 101), which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB 101 is applicable beginning with our fourth
quarter 2000 consolidated financial statements. Based on our current analysis of
SAB 101, we do not believe it will have a material impact on the financial
results of the Company.
Note 3 - Acquisitions, Investing and Divestiture Activities
During 2000, we completed 10 acquisitions, eight in our external network
services group and two in our internal network services group. These
acquisitions have been accounted for under the purchase method of accounting.
The most significant adjustments to the balance sheet resulting from these
acquisitions are disclosed in the supplemental disclosure of non-cash investing
and financing activities in the accompanying statement of cash flows.
On June 30, 2000, we sold our PCS system in Latin America which was held
for sale for a gain of $9.6 million. During the second quarter, we also recorded
a charge of $5.4 million comprised primarily of the write-off of two Latin
American operations which has been reflected in other income in the statement of
operations.
8
<PAGE>
Note 4 - Debt
Debt is comprised of the following (in thousands):
<TABLE>
September 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
Revolving credit facility at LIBOR plus 1.25% (6.98% at $ - $ 64,000
December 31,1999)
Other bank facilities (8.0% at September 30, 2000 and 7.32% 2,344 7,707
at December31, 1999)
Notes payable for equipment, at interest rates from 7.5% to 6,140 3,920
8.5% due in installments through the year 2002
Notes payable for acquisitions, at interest rates from 7.0% 4,569 4,254
to 8.0% due in installments through February 2001
Senior Notes, 7.75% due February 2008 195,797 199,777
------------ ------------
Total debt 208,850 279,658
Less current maturities (8,374) (12,200)
------------ ------------
Long-term debt $ 200,476 $ 267,458
============ ============
</TABLE>
We have a credit facility that provides for borrowings up to an aggregate
amount of $100.0 million. Amounts outstanding under the revolving credit
facility mature on June 9, 2002. We are required to pay an unused facility fee
ranging from .25% to .50% per annum on the facility, depending upon certain
financial covenants. The credit facility is secured by a pledge of shares of
certain of our subsidiaries. Interest under the credit facility accrues at rates
based, at our option, on the agent bank's base rate plus a margin of up to .50%
depending on certain financial covenants or 1% above the overnight federal funds
effective rate, whichever is higher, or the LIBOR Rate (as defined in the credit
facility) plus a margin of 1.00% to 2.25%, depending on certain financial
covenants.
We also have $200.0 million, 7.75% senior subordinated notes due in
February 2008 with interest due semi-annually.
The credit facility and the senior notes contain customary events of
default and covenants which prohibit, among other things, making investments in
excess of a specified amount, incurring additional indebtedness in excess of a
specified amount, paying dividends in excess of a specified amount, making
capital expenditures in excess of a specified amount, creating certain liens,
prepaying other indebtedness, including the senior notes, and engaging in
certain mergers or combinations without the prior written consent of the
lenders. The credit facility also provides that we must maintain certain
financial ratio coverage, requiring, among other things minimum ratios at the
end of each fiscal quarter of debt to earnings and earnings to interest expense.
Note 5 - Operations by Segments and Geographic Areas
We currently derive a substantial portion of our revenue from providing
external and internal network services to telecommunications, broadband, energy
and corporate clients.
The segment and geographic area information provided is based on internal
reports and was developed and is used by management for the sole purpose of
tracking trends and changes in the results of the segments and geographic areas.
The information, including the allocations of expenses and overhead, were
calculated on a management approach and may not reflect the actual economic
costs, contributions or results of operations of the segments and geographic
areas as stand alone businesses. If a different basis of presentation or
allocation were used, the relative contributions of the segments and geographic
areas might differ but the relative trends would not, in management's view, be
materially impacted.
9
<PAGE>
The following table set forth, for the three months and nine months ended
September 30, 2000 and 1999, certain information about segment results of
operations and segment assets (in thousands):
<TABLE>
External Internal Energy
Three Months Network Network Network International Other
2000 Services Services Services (1) (2) Consolidated
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue $ 284,648 $ 46,930 $ 33,882 $ 16,819 $ - $ 382,279
Depreciation 10,492 547 2,027 - 440 13,506
Amortization 1,505 453 202 307 - 2,467
Income before provision 43,690 5,306 2,652 218 (9,348) 42,518
for income taxes and
minority interest
External Internal Energy
Three Months Network Network Network International Other
1999 Services Services Services (1) (2) Consolidated
------------------------------------------------------------------------------------------------------------------------
Revenue $ 220,601 $ 31,974 $ 38,626 $ 9,891 $ - $ 301,092
Depreciation 7,865 437 3,045 - 428 11,775
Amortization 1,047 249 213 753 - 2,262
Income before provision 34,814 2,106 2,509 522 (10,094) 29,857
for income taxes and
minority interest
External Internal Energy
Nine Months Network Network Network International Other
2000 Services Services Services (1) (2) Consolidated
------------------------------------------------------------------------------------------------------------------------
Revenue $ 686,657 $ 119,457 $ 108,136 $ 38,420 $ - $ 952,670
Depreciation 30,019 1,538 7,376 - 1,234 40,167
Amortization 3,716 1,008 606 3,313 - 8,643
Income before provision 98,455 12,359 8,652 3,422 (24,059) 98,829
for income taxes and
minority interest
Capital expenditures 35,945 1,566 2,505 718 - 40,734
Total assets 580,496 100,975 77,993 86,826 91,068 937,358
External Internal Energy
Nine Months Network Network Network International Other
1999 Services Services Services (1) (2) Consolidated
------------------------------------------------------------------------------------------------------------------------
Revenue $ 517,120 $ 72,281 $ 113,762 $ 41,991 $ 1,422 $ 746,576
Depreciation 22,790 1,141 8,750 - 1,188 33,869
Amortization 2,937 758 606 2,381 - 6,682
Income before provision 73,591 3,066 8,733 4,054 (28,415) 61,029
for income taxes and
minority interest
Capital expenditures 47,739 819 8,128 86 887 57,659
Total assets 408,070 62,148 89,923 137,403 43,995 741,539
</TABLE>
(1) Revenue, amortization and capital expenditures relate solely to our
Brazilian operations. International income before provision for income
taxes and minority interest for the nine months ended September 30, 2000,
primarily relates to the sale of our PCS system net of a charge for the
write-off of two Latin American operations. For the other periods, income
was related solely to our Brazilian operations. Total assets includes $49.4
million and $84.6 million as of September 30, 2000 and 1999, respectively,
related to our Brazilian operations, and the remainder relates to our
interest in international non-core assets.
10
<PAGE>
(2) Consists of non-core construction and corporate operations, which includes
interest expense net of interest income of $11.3 million and $14.5 million
for the nine months ended September 30, 2000 and 1999, respectively. For
the three months ended September 30, 2000 and 1999, interest expense net of
interest income was $3.1 million and $5.7 million, respectively.
Additionally, the severance charge of $1.7 million is also reflected in
other.
There are no significant transfers between geographic areas and segments.
Total assets are those assets used in our operations in each segment. Corporate
assets include cash and cash equivalents, real estate assets held for sale and
notes receivable.
Note 6 - Commitments and Contingencies
In November 1997, we filed a lawsuit against Miami-Dade County in Florida
state court alleging breach of contract and seeking damages exceeding $3.0
million in connection with the county's refusal to pay amounts due us under a
multi-year agreement to perform road restoration work for the Miami-Dade Water
and Sewer Department ("MWSD"), a department of the county, and the county's
wrongful termination of the agreement. The County has refused to pay amounts due
to us under the agreement until alleged overpayments under the agreement have
been resolved, and has counterclaimed against us seeking unspecified damages. We
are vigorously pursuing this lawsuit.
We are a party to other pending legal proceedings, none of which, we
believe, is material to our financial position, results of operations or cash
flows.
As part of a management review process, the Company in 2000 adjusted its
personnel in certain markets, resulting in a $1.7 million severance charge.
Fourteen employees received severance consisting predominantly of cash and
immediate vesting of stock options.
In the third quarter of 2000, we extended the time period, geographic scope
and scope of work under an existing exclusive provider agreement with a
telecommunications client, Telergy, Inc. In consideration of these and other
modifications to our agreements with the client, we agreed to provide up to $35
million in financing to the client solely to fund our network construction for
the client. Our financing was part of a $350 million re-capitalization of the
client to fund network construction and development. Interest on the amount
financed ranges from 6.25%-7.75% over LIBOR depending on the amount of time the
financing has been outstanding. We received warrants at a nominal exercise price
to purchase up to 0.7% of the fully diluted outstanding common stock of the
client. We agreed to provide an additional $15 million in financing to fund our
network construction at the same interest rate; if the additional financing is
used we will receive additional warrants at a nominal exercise price to purchase
up to 6.0% of the fully diluted outstanding common stock of the client. Our
financing is subordinated to the client's senior indebtedness. As of September
30, 2000, the client had drawn $20.1 million on the facility. The facility
terminates in April 2002 unless earlier terminated upon certain events,
including (a) certain equity or debt issuances, (b) certain asset sales, or (c)
a change of control of the client.
We own minority interests in Argentina and Spain. Our investment in
Argentina is a minority interest with a carrying value of $17.9 million as of
September 30, 2000 in Supercanal Holding, S.A., a holding company of numerous
cable television operators in western Argentina ("Supercanal"). We also own an
indirect minority interest with a carrying value of $4.1 million and have made a
$3.0 million working capital loan to Sistemas e Instalaciones de Comunicacion,
S.A. ("Sintel"), a Spanish telecommunications infrastructure services provider.
Supercanal has defaulted on its third party debt and has filed a petition
under Argentine law seeking protection from its creditors. We do not guarantee
any of this indebtedness. In January 2000, the majority shareholder of
Supercanal approved a capital increase that would have required us to contribute
approximately $5.9 million to maintain our interest if the capital increase is
effected in full. The capital increase has been challenged in court and we
cannot determine whether or when the capital increase will be effected.
11
<PAGE>
During the second quarter of 2000, Sintel filed a petition under Spanish
law seeking protection from its creditors, including our working capital loan.
In July 2000, Sintel approved a capital increase that will require us to
contribute approximately $2.6 million to maintain our interest if the capital
increase is effected in full. Management is considering whether to subscribe to
the capital increase.
Although we have determined that the carrying value of these assets has not
currently been impaired, we continue to monitor these investments to determine
whether a charge is warranted in the future.
Our current and future operations and investments in certain foreign
countries are generally subject to the risks of political, economic or social
instability, including the possibility of expropriation, confiscatory taxation,
hyper-inflation or other adverse regulatory or legislative developments, or
limitations on the repatriation of investment income, capital and other assets.
We cannot predict whether any of such factors will occur in the future or the
extent to which such factors would have a material adverse effect on our
international operations.
12
<PAGE>
ITEM 2 - MANAGEMENTS' DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Except for historical information, the matters discussed below are forward
looking statements made pursuant to the safe harbor provisions for
forward-looking statements described in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on the Company's current
expectations and are subject to a number of risks, uncertainties and assumptions
relating to the Company's operations, financial condition and results of
operations. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ
significantly from results expressed or implied in any forward-looking
statements made by the Company in this Quarterly Report. These and other risks
are detailed in documents filed by the Company with the Securities and Exchange
Commission. The Company does not undertake any obligation to revise these
forward-looking statements to reflect future events or circumstances.
General
We design, build, install, maintain and monitor internal and external
networks supporting the Internet, Internet-related applications, e-commerce and
other communications and energy facilities for leading telecommunications,
broadband, energy and other Fortune 500 companies. Based on revenue, we are one
of the largest end-to-end telecommunications and energy infrastructure service
providers in North America. We offer comprehensive network infrastructure
solutions to a diverse group of clients, enabling our clients to connect with
their customers. Currently, we operate from approximately 200 locations
throughout North America, which accounted for 96% of our revenue for the nine
months ended September 30, 2000. Internationally we operate in Brazil through a
51% joint venture which we consolidate net of a 49% minority interest after tax.
For the nine months ended September 30, 2000, approximately 8% of our
domestic revenue was derived from services performed for Bell South, 7% from
services performed for Williams Communications and 5% from services performed
for each of Qwest/US West, Sprint, Telergy, Level 3 and Comcast. Our top 10
customers combined accounted for approximately 48% of our domestic revenue
during the same period.
We report our operations in four segments:
- External Network Services,
- Internal Network Services,
- Energy Network Services, and
- International.
External Network Services includes:
- inter-exchange networks,
- local exchange networks,
- broadband networks,
- wireless networks, and
- intelligent transportation networks.
Internal Network Services includes:
- switching and transmission services,
- structured cabling services, and
- monitoring services.
13
<PAGE>
Results of Operations
North America
The following table states for the periods indicated our North American
operations in dollar and percentage of revenue terms (in thousands):
<TABLE>
Three Months Ended September 30, Nine months ended September 30,
--------------------------------------------- -------------------------------------------
2000 1999 2000 1999
---------------------- --------------------- ---------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $ 365,460 100.0% $ 291,201 100.0% $ 914,250 100.0% $ 704,585 100.0%
Costs of revenue 277,862 76.0% 219,147 75.3% 694,204 75.9% 535,528 76.0%
Depreciation 13,506 3.7% 11,775 4.0% 40,167 4.4% 33,869 4.8%
Amortization 2,160 0.6% 1,509 0.5% 5,330 0.6% 4,301 0.6%
General and administrative 24,589 6.7% 23,348 8.0% 66,849 7.3% 59,364 8.4%
expenses
Severance charge 1,708 0.5% - - 1,708 0.2% - -
</TABLE>
Three Months Ended September 30, 2000
Compared to Three Months Ended September 30, 1999
The following table sets forth the revenue and change in revenue by North
American operating segments, in dollar and percentage terms (in thousands):
<TABLE>
Three Months Ended
September 30, Change
---------------------------- ---------------------------
2000 1999 $ %
------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
External Network Services $ 284,648 $ 220,601 $ 64,047 29.0%
Internal Network Services 46,930 31,974 14,956 46.8%
Energy Network Services 33,882 38,626 (4,744) (12.3)%
============= ============ ============ -----------
$ 365,460 $ 291,201 $ 74,259 25.5%
============= ============ ============
</TABLE>
Our North American revenue was $365.5 million for the three months ended
September 30, 2000, compared to $291.2 million for the same period in 1999,
representing an increase of $74.3 million or 25.5%, primarily from organic
growth. Revenue from our two combined segments (external network and internal
network services) servicing datacom clients increased by 31.3%. Of our three
reporting segments, the fastest growing is our internal network services
primarily due to growth in services provided at central office facilities
resulting from regulatory co-location requirements to open central office
facilities to new competitors. Our external network services segment is also
growing primarily due to the increased demand for bandwidth by end-users which
has spurred increased network construction and upgrades by our clients. Revenue
generated by our energy network segment decreased due to unusually wet weather
impacting the east coast. During the three months ended September 30, 2000, we
completed six acquisitions in our external network segment.
Our North American costs of revenue was $277.9 million or 76.0% of revenue
for the three months ended September 30, 2000, compared to $219.1 million or
75.3% of revenue for the same period in 1999. In 2000, margins for external
network services and energy network services were impacted by unusually wet
weather conditions. Margins for internal network services remained constant
despite start-up costs related to the segment's network monitoring services.
14
<PAGE>
Depreciation expense was $13.5 million or 3.7% of revenue for the three
months ended September 30, 2000, compared to $11.8 million or 4.0% of revenue
for the same period in 1999. The increased depreciation expense resulted from
our investment in our fleet to support revenue growth. The decline as a
percentage of revenue was due to an increase in revenue from our internal
networks segment, which is less capital intensive, and better utilization of our
equipment.
General and administrative expenses were $24.6 million or 6.7% of revenue
for the three months ended September 30, 2000, compared to $23.3 million or 8.0%
of revenue for the same period in 1999. The decline in general and
administrative expenses as a percentage of revenue for the three months ended
September 30, 2000 was due primarily to our ability to support higher revenue
with a relatively lower administrative base.
As part of a management review process, the Company in 2000 adjusted its
personnel in certain markets, resulting in a $1.7 million severance charge.
Nine months ended September 30, 2000
Compared to Nine months ended September 30, 1999
The following table sets forth the revenue and change in revenue by North
American operating segments, in dollar and percentage terms (in thousands):
<TABLE>
Nine months ended
September 30, Change
--------------------------- ------------------------
2000 1999 $ %
------------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
External Network Services $ 686,657 $ 517,119 $ 169,538 32.8%
Internal Network Services 119,457 72,282 47,175 65.3%
Energy Network Services 108,136 113,762 (5,626) (4.9%)
Other - 1,422 (1,422) (100.0%)
============= ============ ============ --------
$ 914,250 $ 704,585 $ 209,665 29.8%
============= ============ ============
</TABLE>
Our North American revenue was $914.3 million for the nine months ended
September 30, 2000, compared to $704.6 million for the same period in 1999,
representing an increase of $209.7 million or 29.8%, primarily from organic
growth. Revenue from our two combined segments servicing datacom clients
increased by 36.8%. Of our three operating segments, the fastest growing is our
internal network services primarily due to growth in services provided at
central office facilities resulting from regulatory co-location requirements to
open central office facilities to new competitors. Our external network services
segment is also growing primarily due to the increased demand for bandwidth by
end-users which has spurred increased network construction and upgrades by our
customers. Our external energy segment remained relatively constant due to our
focus on increasing profitability prior to any future growth and also as a
result of unusually wet weather during the third quarter in the east coast.
During the nine months ended September 30, 2000, we completed 10 acquisitions,
eight in our external network segment and two in our internal network services
segment. This compares to three acquisitions for the nine months ended September
30, 1999 in our external communication services segment.
15
<PAGE>
Our North American costs of revenue were $694.2 million or 75.9% of revenue
for the nine months ended September 30, 2000, compared to $535.5 million or
76.0% of revenue for the same period in 1999. Unusually wet weather in the east
coast adversely impacted margins in the 2000 third quarter.
Depreciation expense was $40.2 million or 4.4% of revenue for the nine
months ended September 30, 2000, compared to $33.9 million or 4.8% of revenue
for the same period in 1999. The increased depreciation expense resulted from
our investment in our fleet to support revenue growth. The decline as a
percentage of revenue was due to an increase in revenue from our internal
network segment, which is less capital intensive, and better utilization of our
equipment.
General and administrative expenses were $66.8 million or 7.3% of revenue
for the nine months ended September 30, 2000, compared to $59.4 million or 8.4%
of revenue for the same period in 1999. The decline in general and
administrative expenses as a percentage of revenue for the nine months ended
September 30, 2000 was due primarily to our ability to support higher revenue
with a relatively lower administrative base.
As part of a management review process, the Company in 2000 adjusted its
personnel in certain markets, resulting in a $1.7 million severance charge.
At September 30, 2000, we had a backlog for North America operations of
approximately $1.5 billion. Our backlog consists of the uncompleted portion of
services we are to perform under project-specific contracts, including the
estimated amount of work under our master service agreements. We expect to
complete substantially all of our backlog during the next 18 calendar months.
International
The following tables set forth for the periods indicated our Brazilian
operations in dollar and percentage terms (in thousands):
<TABLE>
Three Months Ended September 30, Nine months ended September 30,
--------------------------------------------- ---------------------------------------------
2000 1999 2000 1999
--------------------- ---------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $ 16,819 100.0% $ 9,891 100.0% $ 38,420 100.0% $ 41,991 100.0%
Costs of revenue 15,489 92.1% 8,613 87.1% 33,009 85.9% 32,598 77.6%
Amortization 307 1.8% 753 7.6% 3,313 8.6% 2,381 5.7%
General and administrative 1,245 7.4% 1,212 12.2% 4,027 10.5% 5,129 12.2%
expenses
</TABLE>
16
<PAGE>
Three Months Ended September 30, 2000
Compared to Three Months Ended September 30, 1999
Our International operations' functional currency is the Brazilian real.
Brazilian revenue was $16.8 million for the three months ended September
30, 2000, compared to $9.9 million for the same period in 1999, representing an
increase of $6.9 million or 69.7%. Brazilian revenue increased primarily due to
increased volume under existing master services agreements. Brazil had revenue
of R$30.7 million reals during the three months ended September 30, 2000,
compared to R$18.9 million reals for the same period in 1999, representing an
increase of 62.4%. The average currency exchange rate was 1.83 reals per US
dollar for the period ended September 30, 2000 compared to 1.91 reals per US
dollar for the same period in 1999.
Brazilian costs of revenue were $15.5 million or 92.1% of revenue for the
three months ended September 30, 2000, compared to $8.6 million or 87.1% of
revenue for the same period in 1999. The decline in gross margin was due to
differences in the staging of projects.
Amortization expense was $0.3 million or 1.8% of revenue for the three
months ended September 30, 2000 compared to $0.8 million or 7.6% of revenue for
the same period in 1999. Current amortization relates to the purchased goodwill
of our Brazilian operations. Prior to June 30, 2000, amortization related
primarily to an intangible asset resulting from one acquisition completed in
early 1998 that was being amortized over a five year period relative to the
volume of work under specified contracts, but was accelerated and fully
amortized earlier in 2000.
General and administrative expenses were $1.2 million or 7.4% of revenue
for the three months ended September 30, 2000, compared to $1.2 million or 12.2%
of revenue for the same period in 1999. General and administrative expenses were
R$2.2 million reals during the three months ended September 30, 2000, compared
to R$2.3 million reals for the same period in 1999. General and administrative
expenses were relatively constant in real and dollar terms and in relation to
revenue in real and dollar terms, the decrease was due to our ability to support
higher revenue with a relatively lower administrative base.
Nine months ended September 30, 2000
Compared to Nine months ended September 30, 1999
Our International operations' functional currency is the Brazilian real.
Brazilian revenue was $38.4 million for the nine months ended September 30,
2000, compared to $42.0 million for the same period in 1999, representing a
decrease of $3.6 million or 8.6%. Brazilian revenue decreased primarily due to
the completion of prior existing contracts. Brazil had revenue of R$56.1 million
reals during the nine months ended September 30, 2000, compared to R$73.1
million reals for the same period in 1999, representing a decrease of 23.2%. The
average currency exchange rate was 1.46 reals per US dollar for the period ended
September 30, 2000 compared to 1.74 reals per US dollar for the same period in
1999.
Brazilian costs of revenue were $33.0 million or 85.9% of revenue for the
nine months ended September 30, 2000, compared to $32.6 million or 77.6% of
revenue for the same period in 1999. In 1999, margins were positively impacted
as a result of amounts paid by a customer during the second quarter for
additional costs incurred during prior periods for which no revenue had been
recorded due to the uncertainty of its collection.
Amortization expense was $3.3 million or 8.6% of revenue for the nine
months ended September 30, 2000 compared to $2.4 million or 5.7% of revenue for
the same period in 1999. Amortization relates primarily to an intangible asset
resulting from one acquisition completed in early 1998 that was being amortized
over a five year period relative to the volume of work under specified contracts
but was accelerated and fully amortized earlier in 2000.
General and administrative expenses were $4.0 million or 10.5% of revenue
for the nine months ended September 30, 2000, compared to $5.1 million or 12.2%
of revenue for the same period in 1999. General and administrative expenses were
R$5.8 million reals or 10.3% of reals revenue during the nine months ended
September 30, 2000, compared to R$8.9 million reals or 12.2% of revenue for the
same period in 1999. The decline in general and administrative expenses in
relation to revenue in real terms was due to an effort to reduce overhead as the
revenue base had declined during the earlier part of the year.
17
<PAGE>
Consolidated Results
The following table sets forth for the periods indicated certain
consolidated income statement data for North America and International and the
related percentage of consolidated revenue.
<TABLE>
Three Months Ended September 30, Nine months ended September 30,
-------------------------------------------- --------------------------------------------
2000 1999 2000 1999
---------------------- -------------------- ----------------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest expense $ (4,516) (1.2%) $ (7,273) (2.4%) $ (14,375) (1.5%) $ (20,815) (2.8%)
Interest income 1,630 0.4% 2,753 0.9% 3,897 0.4% 8,495 1.2%
Other (loss) income, net (9) - (358) - 5,244 0.6% (57) -
Income before provision for 42,518 11.1% 29,857 9.9% 98,829 9.7% 61,029 8.2%
income taxes and minority
interest
Provision for income taxes (17,382) (4.5%) (12,405) (4.2%) (40,880) (4.3%) (25,354) (3.4%)
Minority interest (48) - (306) - (41) - (2,000) (0.3)%
============ ========= ============ ======= ============ ========= =========== ========
Net income $ 25,088 6.5% $ 17,146 5.7% $ 57,908 6.1% $ 33,675 4.5%
============ ========= ============ ======= ============ ========= =========== ========
</TABLE>
Three Months Ended September 30, 2000
Compared to Three Months Ended September 30, 1999
For the three months ended September 30, 2000, interest expense declined
from $7.3 million to $4.5 million primarily due to the repayment of debt under
our revolving credit facility with a portion of the $126.0 million in net
proceeds from our offering of 3.75 million shares in February 2000.
Interest income for the nine months ended September 30, 2000 was mainly
comprised of interest earned on temporary investment of the proceeds of our
common stock offering. Interest income for the three months ended September 30,
1999 includes interest from a customer financing arrangement which terminated in
September 1999.
Our effective tax rates for North American and Brazilian operations were
approximately 41% and 33%, respectively, for the three and nine months ended
September 30, 2000 and 1999.
The trends experienced during the nine months ended September 30, 2000, and
1999 related to interest are consistent with those of the three months ended
September 30, 2000 and 1999.
Other (loss) income, net for the nine months ended September 30, 2000
primarily reflects a gain of $9.6 million from the sale of our PCS system in
Latin America offset by a charge of $5.4 million related to a write-off of two
Latin American operations.
Financial Condition, Liquidity and Capital Resources
Our primary liquidity needs are for working capital, capital expenditures,
acquisitions and investments, and debt service. Our primary sources of liquidity
are cash flows from operations, borrowings under revolving lines of credit,
issuances of stock and the proceeds from the sale of assets held for sale.
Net cash provided by operating activities was $6.8 million for the nine
months ended September 30, 2000, compared to $75.7 million for the same period
in 1999. In 1999, we collected approximately $81.4 million from Telegy, Inc. to
whom we were providing vendor financing, substantially all of which was paid
prior to September 1999.
Our working capital at September 30, 2000, was $255.6 million compared to
$169.6 million at December 31, 1999. Our North American working capital as of
September 30, 2000 was comprised primarily of $338.5 million in accounts
receivable, $39.9 million in inventories and other current assets and $46.2
million in cash and cash equivalents, net of $190.8 million in current
liabilities.
18
<PAGE>
We have a credit facility that provides for borrowings up to an aggregate
amount of $100.0 million. Amounts outstanding under the revolving credit
facility mature on June 9, 2002. We are required to pay an unused facility fee
ranging from .25% to .50% per annum on the facility, depending upon certain
financial covenants. The credit facility is secured by a pledge of shares of
certain of our subsidiaries. Interest under the credit facility accrues at rates
based, at our option, on the agent bank's base rate plus a margin of up to .50%
depending on certain financial covenants or 1% above the overnight federal funds
effective rate, whichever is higher, or the LIBOR Rate (as defined in the credit
facility) plus a margin of 1.00% to 2.25%, depending on certain financial
covenants.
We also have $200.0 million, 7.75% senior subordinated notes due in
February 2008 with interest due semi-annually.
The credit facility and the senior notes contain customary events of
default and covenants which prohibit, among other things, making investments in
excess of a specified amount, incurring additional indebtedness in excess of a
specified amount, paying dividends in excess of a specified amount, making
capital expenditures in excess of a specified amount, creating certain liens,
prepaying other indebtedness, including the senior notes, and engaging in
certain mergers or combinations without the prior written consent of the
lenders. The credit facility also provides that we must maintain certain
financial ratio coverages, requiring, among other things, minimum ratios at the
end of each fiscal quarter of debt to earnings and earnings to interest expense.
During 2000, we invested $40.7 million primarily in our fleet to support
revenue growth. We collected $53.6 million in net proceeds related to assets
sold, primarily from the sale of our Paraguayan PCS license and our Spanish
operations. We also invested $50.4 million in acquisitions and contingent
consideration from prior acquisitions during the year. We anticipate that
available cash, cash flows from operations and the proceeds from the sale of
assets and other liquidity and investments and borrowing availability under the
credit facility will be sufficient to satisfy our working capital and other
liquidity requirements for the foreseeable future.
In the third quarter of 2000, we extended the time period, geographic scope
and scope of work under an existing exclusive provider agreement with a
telecommunications client, Telergy, Inc. In consideration of these and other
modifications to our agreements with the client, we agreed to provide up to $35
million in financing to the client solely to fund our network construction for
the client. Our financing was part of a $350 million re-capitalization of the
client to fund network construction and development. Interest on the amount
financed ranges from 6.25%-7.75% over LIBOR depending on the amount of time the
financing has been outstanding. We received warrants at a nominal exercise price
to purchase up to 0.7% of the fully diluted outstanding common stock of the
client. We agreed to provide an additional $15 million in financing to fund our
network construction at the same interest rate; if the additional financing is
used we will receive additional warrants at a nominal exercise price to purchase
up to 6.0% of the fully diluted outstanding common stock of the client. Our
financing is subordinated to the client's senior indebtedness. As of September
30, 2000, the client had drawn $20.1 million on the facility. The facility
terminates in April 2002 unless earlier terminated upon certain events,
including (a) certain equity or debt issuances, (b) certain asset sales, or (c)
a change of control of the client.
We also own minority interests in Argentina and Spain. Our investment in
Argentina is a minority interest with a carrying value of $17.9 million as of
September 30, 2000 in Supercanal Holding, S.A., a holding company of numerous
cable television operators in western Argentina ("Supercanal"). We also own a
minority interest with a carrying value of $4.1 million and have made a $3.0
million working capital loan to Sistemas e Instalaciones de Comunicacion, S.A.
("Sintel"), a Spanish telecommunications infrastructure services provider.
Supercanal has defaulted on its third party debt and has filed a petition
under Argentine law seeking protection from its creditors. We do not guarantee
any of this indebtedness. In January 2000, the majority shareholder of
Supercanal approved a capital increase that would have required us to contribute
approximately $5.9 million to maintain our interest if the capital increase is
effected in full. The capital increase has been challenged in court and we
cannot determine whether or when the capital increase will be effected.
During the second quarter of 2000, Sintel filed a petition under Spanish
law seeking protection from its creditors, including our working capital loan.
In July 2000, Sintel approved a capital increase that will require us to
contribute approximately $2.6 million to maintain our interest if the capital
increase is effected in full. Management is considering whether to subscribe to
the capital increase.
19
<PAGE>
We have determined that the carrying value of these assets has not been
impaired, but we are monitoring investments to determine whether a charge is
warranted in the future.
While we do not currently anticipate taking an additional impairment charge
on any of these assets, there can be no assurance that future transactions or
events will not result in any further impairment of these assets. If we were to
take a charge, however, it could adversely affect our earnings for the period in
which we incurred the charge.
Outlook
Our outlook for the fourth quarter is positive. We also expect revenue
growth of 20-25% for 2001 with earnings growth outpacing revenue growth. We
believe our major clients will continue capital spending, especially in the area
of broadband, local loops, last mile hops and central offices.
Seasonality
Our North American operations have historically been seasonally weaker in
the first and fourth quarters of the year and have produced stronger results in
the second and third quarters. This seasonality is primarily the result of
customer budgetary constraints and preferences and the effect of winter weather
on external network activities. Some of our U.S. customers, particularly the
incumbent local exchange carriers, tend to complete budgeted capital
expenditures before the end of the year and defer additional expenditures until
the following budget year. Revenue in reals from our Brazilian operations is not
expected to fluctuate seasonally.
Impact of Inflation
The primary inflationary factor affecting our operations is increased labor
costs. We have experienced some increases in labor costs. Competition for
qualified personnel could increase labor costs for us further in the future. Our
international operations may, at times in the future, be exposed to high
inflation in certain foreign countries. During the nine months ended September
30, 2000, we generated approximately 4% of our total revenue from our Brazilian
operations that are susceptible to currency devaluation. We anticipate that
revenue from our Brazilian operations will be less significant to our operations
in the foreseeable future due to our continued focus on domestic operations. Any
deterioration in economic conditions in Brazil and other Latin American
countries could adversely impact our results of operations, financial position
and cash flows.
20
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Notes 4 and 6 of Notes to Consolidated Financial Statements for
disclosure about market risk.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit
No.* Description
------- -----------
10 Consent to Extension to Revolving Credit Agreement dated July 20, 2000.
27 Financial Data Schedule.
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MASTEC, INC.
Date: November 14, 2000 /s/ CARMEN M. SABATER
Carmen M. Sabater
Senior Vice President - Chief Financial Officer
(Principal Financial Officer)
Date: November 14, 2000 /s/ ARLENE VARGAS
Arlene Vargas
Vice President and Controller
(Principal Accounting Officer)
22
<PAGE>
EXHIBIT 10 CONSENT
CONSENT TO EXTENSION
THIS CONSENT TO EXTENSION (this "Consent") is made and entered into as of
the 20th day of July, 2000, by and among MASTEC, INC., a Florida corporation
(the "Parent"), its Subsidiaries (other than Excluded Subsidiaries and members
of the MasTec International Group) listed on Schedule 1 to the Credit Agreement
defined below (together with the Parent, collectively the "Borrowers"), FLEET
NATIONAL BANK (f/k/a BankBoston, N.A., "Fleet"), BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC., FIRST UNION NATIONAL BANK, SCOTIABANC INC., COMERICA
BANK, GENERAL ELECTRIC CAPITAL CORPORATION and LASALLE BANK NATIONAL ASSOCIATION
(collectively, the "Banks") and Fleet as agent (the "Agent") for the Banks.
WHEREAS, the Borrowers, the Banks and the Agent entered into a Revolving
Credit Agreement dated as of June 9, 1997, as amended by a First Amendment to
Revolving Credit Agreement dated as of January 28, 1998, as further amended by a
Second Amendment to Revolving Credit Agreement dated as of July 31, 1998, and as
further amended by a Third Amendment to Revolving Credit Agreement dated as of
September 11, 1998, as further amended by a Fourth Amendment to Revolving Credit
Agreement dated as of September 25, 1998, as further amended by a Fifth
Amendment to Revolving Credit Agreement dated as of December 29, 1998, as
further amended by a Sixth Amendment to Revolving Credit Agreement dated as of
August 11, 1999 (as the same may be further amended and in effect from time to
time the "Credit Agreement"), pursuant to which the Banks extended credit to the
Borrowers on the terms set forth therein;
WHEREAS, the Borrowers have requested that the Banks agree to extend the
Maturity Date to June 9, 2002 (the "Final Maturity Date") pursuant to the
provisions of ss.2.8 of the Credit Agreement, and the Banks party hereto have
agreed to such extension on the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Credit Agreement.
2. Consent to the Maturity Date Extension. Each of the Banks party hereto
hereby consents to extend the Maturity Date to the Final Maturity Date, provided
that (i) the Total Commitment is not less than $100,000,000, and (ii) all other
conditions of the Credit Agreement be met upon the extension of the Maturity
Date to the Final Maturity Date. References to the Maturity Date in the Credit
Agreement shall hereinafter be deemed to be references to the Final Maturity
Date.
23
<PAGE>
3. Representations and Warranties. Each of the Borrowers represents and
warrants as follows:
(a) The execution, delivery and performance of each of this
Consent and the transactions contemplated hereby are within the
corporate power and authority of such Borrower and have been or will
be authorized by proper corporate proceedings, and do not (a) require
any consent or approval of the stockholders of such Borrower, (b)
contravene any provision of the charter documents or by-laws of such
Borrower or any law, rule or regulation applicable to such Borrower,
or (c) contravene any provision of, or constitute an event of default
or event which, but for the requirement that time elapse or notice be
given, or both, would constitute an event of default under, any other
material agreement, instrument or undertaking binding on such
Borrower.
(b) This Consent and the Credit Agreement, as amended as of
the date hereof, and all of the terms and provisions hereof and thereof
are the legal, valid and binding obligations of such Borrower
enforceable in accordance with their respective terms except as limited
by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights generally, and except as
the remedy of specific performance or of injunctive relief is subject
to the discretion of the court before which any proceeding therefor may
be brought.
(c) The execution, delivery and performance of this Consent
and the transactions contemplated hereby do not require any approval or
consent of, or filing or registration with, any governmental or other
agency or authority, or any other party.
(d) The representations and warranties contained in ss.5 of
the Credit Agreement are true and correct in all material respects as
of the date hereof as though made on and as of the date hereof.
(e) After giving effect to this Consent, no Default or Event
of Default under the Credit Agreement has occurred and is continuing.
4. Ratification, etc. The Credit Agreement, the other Loan Documents and
all documents, instruments and agreements related thereto are hereby ratified
and confirmed in all respects and shall continue in full force and effect.
5. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL TAKE
EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
6. Counterparts. This Consent may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which counterparts taken
together shall be deemed to constitute one and the same instrument.
7. Effectiveness. This Consent shall become effective upon the due and
proper authorization, execution and delivery of the Consent to the Agent by the
respective parties thereto.
24
<PAGE>
IN WITNESS WHEREOF, each of the undersigned have duly executed this Consent
under seal as of the date first set forth above.
The Borrowers:
MASTEC, INC.
By:___________________________________
Name:
Title:
MASTEC NORTH CAROLINA, INC.
CHURCH & TOWER ENVIRONMENTAL, INC.
CHURCH & TOWER, INC.
CHURCH & TOWER OF FLORIDA, INC.
DESIGNED TRAFFIC INSTALLATION CO.
AIDCO, INC.
AIDCO SYSTEMS, INC.
NORTHLAND CONTRACTING, INC.
WILDE OPTICAL SERVICE, INC.
MASTEC VIRGINIA, INC.
WILDE ACQUISITION CO., INC.
WILDE HOLDING CO., INC.
C & S DIRECTIONAL BORING, INC.
S.S.S. CONSTRUCTION, INC.
MASTEC NORTH AMERICA, INC.
J.C. ENTERPRISES, INC. (d/b/a Cotton & Taylor)
M.E. HUNTER & ASSOCIATES, INC.
MARTIN TELEPHONE CONTRACTORS, INC.
BARKERS CATV CONSTRUCTION, INC.
FIBER & CABLE WORKS, INC.
MASTEC NEW YORK, INC.
QUEENS NETWORK CABLE CORP.
MASTEC REAL ESTATE HOLDINGS, INC.
STACKHOUSE REAL ESTATE HOLDINGS, INC.
MASTEC OF TEXAS, INC.
PHASECOM AMERICA, INC.
M.E.H. HOLDING COMPANY, INC.
By:___________________________________
Name:
Title:
25
<PAGE>
The Banks:
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:___________________________________
Name:
Title:
SCOTIABANC INC.
By:___________________________________
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
COMERICA BANK
By:___________________________________
Name:
Title:
26
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
By:___________________________________
Name:
Title:
FLEET NATIONAL BANK (f/k/a
BankBoston, N.A.), individually and as Agent
By:___________________________________
Name:
Title:
27
