Technology

MasTec Announces Second Quarter 2024 Financial Results and Updates Guidance for the Year

Published

5 months ago

August 1, 2024

Record Second Quarter 2024 Revenue of $3.0 BillionSecond Quarter 2024 Diluted Earnings Per Share of $0.43 and Adjusted Diluted Earnings Per Share of $0.96, $0.08 Above ExpectationsSecond Quarter 2024 GAAP Net Income of $43.8 Million and Adjusted EBITDA of $267.8 Million, $7.8 Million Above Expectations18-month Backlog as of June 30, 2024 of $13.3 Billion Increased $501 Million Sequentially from the First Quarter of 2024 and Represents Record Levels for the Clean Energy and Infrastructure, Power Delivery and Communications SegmentsCash Flow Generated by Operating Activities of $264 Million and DSO at 69 days

CORAL GABLES, Fla., Aug. 1, 2024 /PRNewswire/ — MasTec, Inc. (NYSE: MTZ) today announced second quarter 2024 financial results and updated its full year 2024 guidance expectations.

Second quarter 2024 revenue was up 3% to $2.96 billion, a second quarter record, compared to $2.87 billion for the second quarter of 2023. GAAP net income was up 161% to $43.8 million, or $0.43 per diluted share, compared to a net income of $16.8 million, or $0.20 per diluted share, in the second quarter of 2023.

Second quarter 2024 adjusted net income and adjusted diluted earnings per share, both non-GAAP measures, were $85.6 million and $0.96, respectively, as compared to adjusted net income and adjusted diluted earnings per share of $70.7 million and $0.89, respectively, in the second quarter of 2023. Second quarter 2024 adjusted EBITDA, also a non-GAAP measure, was $267.8 million, compared to $255.4 million in the second quarter of 2023.

18-month backlog as of June 30, 2024, was $13.3 billion, up $501 million sequentially from the first quarter of 2024. Backlog growth was driven by a multi-year transmission and substation project and strong bookings in our Clean Energy & Infrastructure segment in the second quarter.

Jose Mas, MasTec’s Chief Executive Officer, commented “We are pleased with our solid second quarter performance, and expect to build on this momentum during the balance of 2024 and in 2025. Our record backlog in multiple segments illustrates the confidence our customers have in MasTec to partner on their strategic capital programs. I’d like to highlight that during the second quarter, MasTec was awarded an approximately 700-mile high voltage transmission project that is expected to start in early 2025. We are experiencing significant demand for our services and look forward to continue delivering best in class execution for our customers in a safe, timely and cost-effective manner through the hard work and dedication of the men and women of MasTec.”

Paul DiMarco, MasTec’s Executive Vice President and Chief Financial Officer, noted, “We exceeded our second quarter cash flow expectations, generating $264 million of cash flow from operations and driving net debt leverage below 2.5x. Our end markets provide us with exposure to a number of macrotrends that offer significant organic growth opportunities, and our improving capital structure will afford us more flexibility to complement these opportunities.”

Based on the information available today, the Company is providing third quarter and updating full year 2024 guidance. The Company currently expects full year 2024 revenue of approximately $12.4 billion. Full year 2024 GAAP net income is expected to approximate $131 million, representing 1.1% of revenue, with GAAP diluted earnings per share expected to be $1.25. Full year 2024 adjusted EBITDA is expected to be $975 million, representing 7.9% of revenue, with adjusted diluted earnings per share expected to be $3.03.

For the third quarter of 2024, the Company expects revenue of approximately $3.45 billion. Third quarter 2024 GAAP net income is expected to approximate $72 million, representing 2.1% of revenue, with GAAP diluted earnings per share expected to be $0.78. Third quarter 2024 adjusted EBITDA is expected to approximate $295 million, representing 8.6% of revenue, with adjusted diluted earnings per share expected to be $1.24.

Adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDA margin and net debt, which are all non-GAAP measures, exclude certain items which are detailed and reconciled to the most comparable GAAP-reported measures in the attached Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures.

Management will hold a conference call to discuss these results on Friday, August 2, 2024 at 9:00 a.m. Eastern Time. The call-in number for the conference call is (856) 344-9221 or (888) 204-4368 with a pass code of 3980141. Additionally, the call will be broadcast live over the Internet and can be accessed and replayed for 60 days through the Investors section of the Company’s website at www.mastec.com.

The following tables set forth the financial results for the periods ended June 30, 2024 and 2023:

Consolidated Statements of Operations

(unaudited – in thousands, except per share information)

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

2024

2023

2024

2023

Revenue

$ 2,961,086

$ 2,874,115

$ 5,647,935

$ 5,458,774

Costs of revenue, excluding depreciation and amortization

2,540,447

2,484,780

4,920,119

4,844,274

Depreciation

102,141

103,038

209,576

210,285

Amortization of intangible assets

33,611

42,043

67,301

83,987

General and administrative expenses

167,081

176,155

332,618

340,069

Interest expense, net

50,571

59,415

102,630

112,108

Equity in earnings of unconsolidated affiliates, net

(5,892)

(7,496)

(15,111)

(16,648)

Loss on extinguishment of debt

11,344

—

11,344

—

Other (income) expense, net

(1,329)

(3,508)

1,884

(9,709)

Income (loss) before income taxes

$ 63,112

$ 19,688

$ 17,574

$ (105,592)

(Provision for) benefit from income taxes

(19,344)

(2,934)

(8,265)

41,800

Net income (loss)

$ 43,768

$ 16,754

$ 9,309

$ (63,792)

Net income attributable to non-controlling interests

9,780

1,212

16,501

1,206

Net income (loss) attributable to MasTec, Inc.

$ 33,988

$ 15,542

$ (7,192)

$ (64,998)

Earnings (loss) per share:

Basic earnings (loss) per share

$ 0.44

$ 0.20

$ (0.09)

$ (0.84)

Basic weighted average common shares outstanding

78,038

77,635

77,984

77,306

Diluted earnings (loss) per share

$ 0.43

$ 0.20

$ (0.09)

$ (0.84)

Diluted weighted average common shares outstanding

78,860

78,372

77,984

77,306

Consolidated Balance Sheets

(unaudited – in thousands)

June 30,
2024

December 31,
2023

Assets

Current assets

$ 3,477,064

$ 3,974,253

Property and equipment, net

1,514,660

1,651,462

Operating lease right-of-use assets

418,893

418,685

Goodwill, net

2,125,893

2,126,366

Other intangible assets, net

717,232

784,260

Other long-term assets

425,244

418,485

Total assets

$ 8,678,986

$ 9,373,511

Liabilities and Equity

Current liabilities

$ 2,747,909

$ 2,837,219

Long-term debt, including finance leases

2,359,637

2,888,058

Long-term operating lease liabilities

283,117

292,873

Deferred income taxes

326,249

390,399

Other long-term liabilities

227,967

243,701

Total equity

2,734,107

2,721,261

Total liabilities and equity

$ 8,678,986

$ 9,373,511

Consolidated Statements of Cash Flows

(unaudited – in thousands)

For the Six Months Ended
June 30,

2024

2023

Net cash provided by (used in) operating activities

$ 372,199

$ (97,910)

Net cash used in investing activities

(24,470)

(141,460)

Net cash used in financing activities

(579,078)

(12,155)

Effect of currency translation on cash

(626)

838

Net decrease in cash and cash equivalents

$ (231,975)

$ (250,687)

Cash and cash equivalents – beginning of period

$ 529,561

$ 370,592

Cash and cash equivalents – end of period

$ 297,586

$ 119,905

Backlog by Reportable Segment (unaudited – in millions)

June 30,
2024

March 31,
2024

June 30,
2023

Communications

$ 5,898

$ 5,797

$ 5,420

Clean Energy and Infrastructure

3,666

3,504

3,324

Power Delivery

2,974

2,479

2,656

Oil and Gas

800

1,057

2,042

Other

—

Estimated 18-month backlog

$ 13,338

$ 12,837

$ 13,442

Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others. Estimated backlog represents the amount of revenue we expect to realize over the next 18 months from future work on uncompleted construction contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options. Our estimated backlog also includes amounts under master service and other service agreements and our proportionate share of estimated revenue from proportionately consolidated non-controlled contractual joint ventures. Estimated backlog for work under master service and other service agreements is determined based on historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers.

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures

(unaudited – in millions, except for percentages and per share information)

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

Segment Information

2024

2023

2024

2023

Revenue by Reportable Segment

Communications

$ 824.6

$ 868.7

$ 1,557.5

$ 1,675.2

Clean Energy and Infrastructure

942.3

969.7

1,695.8

1,794.6

Power Delivery

636.6

702.6

1,207.5

1,412.0

Oil and Gas

572.4

341.8

1,206.2

598.3

Other

—

Eliminations

(14.8)

(8.7)

(19.1)

(21.3)

Consolidated revenue

$ 2,961.1

$ 2,874.1

$ 5,647.9

$ 5,458.8

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

2024

2023

2024

2023

Adjusted EBITDA by Segment

EBITDA

$ 249.4

$ 224.2

$ 397.1

$ 300.8

Non-cash stock-based compensation expense (a)

7.0

8.6

16.7

17.1

Loss on extinguishment of debt (a)

11.3

—

11.3

—

Acquisition and integration costs (b)

—

22.7

—

39.8

Losses on fair value of investment (a)

—

0.2

Adjusted EBITDA

$ 267.8

$ 255.4

$ 425.1

$ 357.9

Segment:

Communications

$ 81.9

$ 94.1

$ 130.7

$ 155.8

Clean Energy and Infrastructure

47.4

49.7

67.8

60.2

Power Delivery

51.4

57.4

78.7

106.5

Oil and Gas

135.1

77.0

227.8

91.6

Other

2.8

6.7

9.8

13.8

Segment Total

$ 318.6

$ 284.9

$ 514.8

$ 427.9

Corporate

(50.8)

(29.5)

(89.7)

(70.0)

Adjusted EBITDA

$ 267.8

$ 255.4

$ 425.1

$ 357.9

(a)

Non-cash stock-based compensation expense, loss on extinguishment of debt and losses on the fair value of an investment are included within Corporate EBITDA.

(b)

For the three month period ended June 30, 2023, Communications, Clean Energy and Infrastructure and Power Delivery EBITDA included $4.6 million, $16.4 million and $0.3 million, respectively, of acquisition and integration costs related to certain acquisitions, and Corporate EBITDA included $1.4 million of such costs, and for the six month period ended June 30, 2023, $13.5 million, $21.7 million, $1.9 million and $2.7 million of such costs were included in EBITDA of the segments and Corporate, respectively.

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures

(unaudited – in millions, except for percentages and per share information)

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

2024

2023

2024

2023

Adjusted EBITDA Margin by Segment

EBITDA Margin

8.4 %

7.8 %

7.0 %

5.5 %

Non-cash stock-based compensation expense (a)

0.2 %

0.3 %

Loss on extinguishment of debt (a)

0.4 %

— %

0.2 %

— %

Acquisition and integration costs (b)

— %

0.8 %

— %

0.7 %

Losses on fair value of investment (a)

— %

0.0 %

Adjusted EBITDA margin

9.0 %

8.9 %

7.5 %

6.6 %

Segment:

Communications

9.9 %

10.8 %

8.4 %

9.3 %

Clean Energy and Infrastructure

5.0 %

5.1 %

4.0 %

3.4 %

Power Delivery

8.1 %

8.2 %

6.5 %

7.5 %

Oil and Gas

23.6 %

22.5 %

18.9 %

15.3 %

Other

Segment Total

10.8 %

9.9 %

9.1 %

7.8 %

Corporate

—

Adjusted EBITDA margin

9.0 %

8.9 %

7.5 %

6.6 %

NM – Percentage is not meaningful

(a)

Non-cash stock-based compensation expense, loss on extinguishment of debt and losses on the fair value of an investment are included within Corporate EBITDA.

(b)

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures

(unaudited – in millions, except for percentages and per share information)

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

2024

2023

2024

2023

EBITDA and Adjusted EBITDA Reconciliation

Net income (loss)

$ 43.8

$ 16.8

$ 9.3

$ (63.8)

Interest expense, net

50.6

59.4

102.6

112.1

Provision for (benefit from) income taxes

19.3

2.9

8.3

(41.8)

Depreciation

102.1

103.0

209.6

210.3

Amortization of intangible assets

33.6

42.0

67.3

84.0

EBITDA

$ 249.4

$ 224.2

$ 397.1

$ 300.8

Non-cash stock-based compensation expense

7.0

8.6

16.7

17.1

Loss on extinguishment of debt

11.3

—

11.3

—

Acquisition and integration costs

—

22.7

—

39.8

Losses on fair value of investment

—

0.2

Adjusted EBITDA

$ 267.8

$ 255.4

$ 425.1

$ 357.9

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

2024

2023

2024

2023

EBITDA and Adjusted EBITDA Margin Reconciliation

Net income (loss)

1.5 %

0.6 %

0.2 %

(1.2) %

Interest expense, net

1.7 %

2.1 %

1.8 %

2.1 %

Provision for (benefit from) income taxes

0.7 %

0.1 %

(0.8) %

Depreciation

3.4 %

3.6 %

3.7 %

3.9 %

Amortization of intangible assets

1.1 %

1.5 %

1.2 %

1.5 %

EBITDA margin

8.4 %

7.8 %

7.0 %

5.5 %

Non-cash stock-based compensation expense

0.2 %

0.3 %

Loss on extinguishment of debt

0.4 %

— %

0.2 %

— %

Acquisition and integration costs

— %

0.8 %

— %

0.7 %

Losses on fair value of investment

— %

0.0 %

Adjusted EBITDA margin

9.0 %

8.9 %

7.5 %

6.6 %

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures

(unaudited – in millions, except for percentages and per share information)

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

2024

2023

2024

2023

Adjusted Net Income Reconciliation

Net income (loss)

$ 43.8

$ 16.8

$ 9.3

$ (63.8)

Non-cash stock-based compensation expense

7.0

8.6

16.7

17.1

Amortization of intangible assets

33.6

42.0

67.3

84.0

Loss on extinguishment of debt

11.3

—

11.3

—

Acquisition and integration costs

—

22.7

—

39.8

Losses on fair value of investment

—

0.2

Income tax effect of adjustments (a)

(10.1)

(19.3)

(22.3)

(48.5)

Adjusted net income

$ 85.6

$ 70.7

$ 82.3

$ 28.8

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

2024

2023

2024

2023

Adjusted Diluted Earnings per Share Reconciliation

Diluted earnings (loss) per share

$ 0.43

$ 0.20

$ (0.09)

$ (0.84)

Non-cash stock-based compensation expense

0.09

0.11

0.21

0.22

Amortization of intangible assets

0.43

0.54

0.85

1.07

Loss on extinguishment of debt

0.14

—

0.14

—

Acquisition and integration costs

—

0.29

—

0.51

Losses on fair value of investment

—

0.00

Income tax effect of adjustments (a)

(0.13)

(0.25)

(0.28)

(0.62)

Adjusted diluted earnings per share

$ 0.96

$ 0.89

$ 0.84

$ 0.35

(a)

Represents the tax effects of the adjusted items that are subject to tax, including the tax effects of non-cash stock-based compensation expense, including from share-based payment awards. Tax effects are determined based on the tax treatment of the related item, the incremental statutory tax rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income.

Calculation of Net Debt

June 30,
2024

December 31,
2023

Current portion of long-term debt, including finance leases

$ 201.5

$ 177.2

Long-term debt, including finance leases

2,359.6

2,888.1

Total Debt

$ 2,561.1

$ 3,065.3

Less: cash and cash equivalents

(297.6)

(529.6)

Net Debt

$ 2,263.5

$ 2,535.7

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures

(unaudited – in millions, except for percentages and per share information)

Guidance for the
Year Ended
December 31,
2024 Est.

For the Year
Ended December
31, 2023

For the Year
Ended December
31, 2022

EBITDA and Adjusted EBITDA Reconciliation

Net income (loss)

$ 131

$ (47.3)

$ 33.9

Interest expense, net

203

234.4

112.3

Provision for (benefit from) income taxes

(35.4)

9.2

Depreciation

415

433.9

371.2

Amortization of intangible assets

135

169.2

135.9

EBITDA

$ 930

$ 754.9

$ 662.5

Non-cash stock-based compensation expense

33.3

27.4

Loss on extinguishment of debt

—

Acquisition and integration costs

—

71.9

86.0

Losses on fair value of investment

—

0.2

7.7

Project results from non-controlled joint venture

—

(2.8)

Bargain purchase gain

—

(0.2)

Adjusted EBITDA

$ 975

$ 860.3

$ 780.6

Guidance for the
Year Ended
December 31,
2024 Est.

For the Year
Ended December
31, 2023

For the Year
Ended December
31, 2022

EBITDA and Adjusted EBITDA Margin Reconciliation

Net income (loss)

1.1 %

(0.4) %

0.3 %

Interest expense, net

1.6 %

2.0 %

1.1 %

Provision for (benefit from) income taxes

0.4 %

(0.3) %

0.1 %

Depreciation

3.3 %

3.6 %

3.8 %

Amortization of intangible assets

1.1 %

1.4 %

EBITDA margin

7.5 %

6.3 %

6.8 %

Non-cash stock-based compensation expense

0.3 %

Loss on extinguishment of debt

0.1 %

— %

Acquisition and integration costs

— %

0.6 %

0.9 %

Losses on fair value of investment

— %

0.0 %

0.1 %

Project results from non-controlled joint venture

— %

(0.0) %

Bargain purchase gain

— %

(0.0) %

Adjusted EBITDA margin

7.9 %

7.2 %

8.0 %

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures

(unaudited – in millions, except for percentages and per share information)

Guidance for the
Year Ended
December 31,
2024 Est.

For the Year
Ended December
31, 2023

For the Year
Ended December
31, 2022

Adjusted Net Income Reconciliation

Net income (loss)

$ 131

$ (47.3)

$ 33.9

Non-cash stock-based compensation expense

33.3

27.4

Amortization of intangible assets

135

169.2

135.9

Loss on extinguishment of debt

—

Acquisition and integration costs

—

71.9

86.0

Losses on fair value of investment

—

0.2

7.7

Project results from non-controlled joint venture

—

(2.8)

Bargain purchase gain

—

(0.2)

Income tax effect of adjustments (a)

(40)

(75.3)

(58.6)

Statutory and other tax rate effects (b)

—

4.6

5.5

Adjusted net income

$ 272

$ 156.7

$ 234.8

Guidance for the
Year Ended
December 31,
2024 Est.

For the Year
Ended December
31, 2023

For the Year
Ended December
31, 2022

Adjusted Diluted Earnings per Share Reconciliation

Diluted earnings (loss) per share

$ 1.25

$ (0.64)

$ 0.42

Non-cash stock-based compensation expense

0.42

0.43

0.36

Amortization of intangible assets

1.71

2.16

1.78

Loss on extinguishment of debt

0.14

—

Acquisition and integration costs

—

0.92

1.13

Losses on fair value of investment

—

0.00

0.10

Project results from non-controlled joint venture

—

(0.04)

Bargain purchase gain

—

(0.00)

Income tax effect of adjustments (a)

(0.50)

(0.96)

(0.77)

Statutory and other tax rate effects (b)

—

0.06

0.07

Adjusted diluted earnings per share

$ 3.03

$ 1.97

$ 3.05

(a)

(b)

For the years ended December 31, 2023 and 2022, represents the effect of statutory and other tax rate changes.

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures

(unaudited – in millions, except for percentages and per share information)

Guidance for the
Three Months
Ended September
30, 2024 Est.

For the Three
Months Ended
September 30,
2023

EBITDA and Adjusted EBITDA Reconciliation

Net income

$ 72

$ 15.3

Interest expense, net

62.6

Provision for income taxes

7.6

Depreciation

102

115.0

Amortization of intangible assets

42.3

EBITDA

$ 286

$ 242.7

Non-cash stock-based compensation expense

7.2

Acquisition and integration costs

—

21.1

Adjusted EBITDA

$ 295

$ 271.1

Guidance for the
Three Months
Ended September
30, 2024 Est.

For the Three
Months Ended
September 30,
2023

EBITDA and Adjusted EBITDA Margin Reconciliation

Net income

2.1 %

0.5 %

Interest expense, net

1.5 %

1.9 %

Provision for income taxes

0.8 %

0.2 %

Depreciation

2.9 %

3.5 %

Amortization of intangible assets

1.0 %

1.3 %

EBITDA margin

8.3 %

7.5 %

Non-cash stock-based compensation expense

0.3 %

0.2 %

Acquisition and integration costs

— %

0.6 %

Adjusted EBITDA margin

8.6 %

8.3 %

Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures

(unaudited – in millions, except for percentages and per share information)

Guidance for the
Three Months
Ended September
30, 2024 Est.

For the Three
Months Ended
September 30,
2023

Adjusted Net Income Reconciliation

Net income

$ 72

$ 15.3

Non-cash stock-based compensation expense

7.2

Amortization of intangible assets

42.3

Acquisition and integration costs

—

21.1

Income tax effect of adjustments (a)

(6)

(10.0)

Adjusted net income

$ 108

$ 75.9

Guidance for the
Three Months
Ended September
30, 2024 Est.

For the Three
Months Ended
September 30,
2023

Adjusted Diluted Earnings per Share Reconciliation

Diluted earnings per share

$ 0.78

$ 0.18

Non-cash stock-based compensation expense

0.11

0.09

Amortization of intangible assets

0.43

0.54

Acquisition and integration costs

—

0.27

Income tax effect of adjustments (a)

(0.08)

(0.13)

Adjusted diluted earnings per share

$ 1.24

$ 0.95

(a)

The tables may contain slight summation differences due to rounding.

MasTec uses EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, as well as Adjusted Net Income, Adjusted Diluted Earnings Per Share and Net Debt, to evaluate our performance, both internally and as compared with its peers, because these measures exclude certain items that may not be indicative of its core operating results, as well as items that can vary widely across different industries or among companies within the same industry. MasTec believes that these adjusted measures provide a baseline for analyzing trends in its underlying business. MasTec believes that these non-U.S. GAAP financial measures provide meaningful information and help investors understand its financial results and assess its prospects for future performance. Because non-U.S. GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-U.S. GAAP financial measures having the same or similar names. These financial measures should not be considered in isolation from, as substitutes for, or alternative measures of, reported net income or diluted earnings per share or total debt, and should be viewed in conjunction with the most comparable U.S. GAAP financial measures and the provided reconciliations thereto. MasTec believes these non-U.S. GAAP financial measures, when viewed together with its U.S. GAAP results and related reconciliations, provide a more complete understanding of its business. Investors are strongly encouraged to review MasTec’s consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.

MasTec, Inc. is a leading infrastructure construction company operating mainly throughout North America across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy, utility and other infrastructure, such as: wireless, wireline/fiber and customer fulfillment activities; power delivery infrastructure, including transmission, distribution, environmental planning and compliance; power generation infrastructure, primarily from clean energy and renewable sources; pipeline infrastructure, including for natural gas, water and carbon capture sequestration pipelines and pipeline integrity services; heavy civil and industrial infrastructure, including roads, bridges and rail; and environmental remediation services. MasTec’s customers are primarily in these industries. The Company’s corporate website is located at www.mastec.com. The Company’s website should be considered as a recognized channel of distribution, and the Company may periodically post important, or supplemental, information regarding contracts, awards or other related news and webcasts on the Events & Presentations page in the Investors section therein.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include, but are not limited to, statements relating to expectations regarding the future financial and operational performance of MasTec; expectations regarding MasTec’s business or financial outlook; expectations regarding MasTec’s plans, strategies and opportunities; expectations regarding opportunities, technological developments, competitive positioning, future economic conditions and other trends in particular markets or industries; the impact of inflation on MasTec’s costs and the ability to recover increased costs, as well as other statements reflecting expectations, intentions, assumptions or beliefs about future events and other statements that do not relate strictly to historical or current facts. These statements are based on currently available operating, financial, economic and other information, and are subject to a number of significant risks and uncertainties. A variety of factors in addition to those mentioned above, many of which are beyond our control, could cause actual future results to differ materially from those projected in the forward-looking statements. Other factors that might cause such a difference include, but are not limited to: market conditions, including from rising or elevated levels of inflation or interest rates, regulatory or policy changes, including permitting processes and tax incentives that affect us or our customers’ industries, supply chain issues and technological developments; the effect of federal, local, state, foreign or tax legislation and other regulations affecting the industries we serve and related projects and expenditures; project delays due to permitting processes, compliance with environmental and other regulatory requirements and challenges to the granting of project permits, which could cause increased costs and delayed or reduced revenue; the effect on demand for our services of changes in the amount of capital expenditures by our customers due to, among other things, economic conditions, including potential economic downturns, inflationary issues, the availability and cost of financing, supply chain disruptions, climate-related matters, customer consolidation in the industries we serve and/or the effects of public health matters; activity in the industries we serve and the impact on the expenditure levels of our customers of, among other items, fluctuations in commodity prices, including for fuel and energy sources, fluctuations in the cost of materials, labor, supplies or equipment, and/or supply-related issues that affect availability or cause delays for such items; the outcome of our plans for future operations, growth and services, including business development efforts, backlog, acquisitions and dispositions; risks related to completed or potential acquisitions, including our ability to integrate acquired businesses within expected timeframes, including their business operations, internal controls and/or systems, which may be found to have material weaknesses, and our ability to achieve the revenue, cost savings and earnings levels from such acquisitions at or above the levels projected, as well as the risk of potential asset impairment charges and write-downs of goodwill; our ability to manage projects effectively and in accordance with our estimates, as well as our ability to accurately estimate the costs associated with our fixed price and other contracts, including any material changes in estimates for completion of projects and estimates of the recoverability of change orders; our ability to attract and retain qualified personnel, key management and skilled employees, including from acquired businesses, our ability to enforce any noncompetition agreements, and our ability to maintain a workforce based upon current and anticipated workloads; any material changes in estimates for legal costs or case settlements or adverse determinations on any claim, lawsuit or proceeding; the adequacy of our insurance, legal and other reserves; the timing and extent of fluctuations in operational, geographic and weather factors, including from climate-related events, that affect our customers, projects and the industries in which we operate; the highly competitive nature of our industry and the ability of our customers, including our largest customers, to terminate or reduce the amount of work, or in some cases, the prices paid for services, on short or no notice under our contracts, and/or customer disputes related to our performance of services and the resolution of unapproved change orders; the effect of state and federal regulatory initiatives, including risks related to the costs of compliance with existing and potential future environmental, social and governance requirements, including with respect to climate-related matters; requirements of and restrictions imposed by our credit facility, term loans, senior notes and any future loans or securities; systems and information technology interruptions and/or data security breaches that could adversely affect our ability to operate, our operating results, our data security or our reputation, or other cybersecurity-related matters; our dependence on a limited number of customers and our ability to replace non-recurring projects with new projects; risks associated with potential environmental issues and other hazards from our operations; disputes with, or failures of, our subcontractors to deliver agreed-upon supplies or services in a timely fashion, and the risk of being required to pay our subcontractors even if our customers do not pay us; risks related to our strategic arrangements, including our equity investments; risks associated with volatility of our stock price or any dilution or stock price volatility that shareholders may experience, including as a result of shares we may issue as purchase consideration in connection with acquisitions, or as a result of other stock issuances; our ability to obtain performance and surety bonds; risks associated with operating in or expanding into additional international markets, including risks from fluctuations in foreign currencies, foreign labor and general business conditions and risks from failure to comply with laws applicable to our foreign activities and/or governmental policy uncertainty; risks related to our operations that employ a unionized workforce, including labor availability, productivity and relations, risks related to a small number of our existing shareholders having the ability to influence major corporate decisions, as well as risks associated with multiemployer union pension plans, including underfunding and withdrawal liabilities; risks associated with our internal controls over financial reporting, as well as other risks detailed in our filings with the Securities and Exchange Commission. We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Furthermore, forward-looking statements speak only as of the date they are made. If any of these risks or uncertainties materialize, or if any of our underlying assumptions are incorrect, our actual results may differ significantly from the results that we express in, or imply by, any of our forward-looking statements. These and other risks are detailed in our filings with the Securities and Exchange Commission. We do not undertake any obligation to publicly update or revise these forward-looking statements after the date of this press release to reflect future events or circumstances, except as required by applicable law. We qualify any and all of our forward-looking statements by these cautionary factors.

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SOURCE MasTec, Inc.

Technology

W. Edmund Clark, C.M. to Complete Service on Thomson Reuters’ Board of Directors at AGM

Published

52 minutes ago

December 23, 2024

TORONTO, Dec. 23, 2024 /PRNewswire/ — Thomson Reuters (TSX/NYSE: TRI), a global content and technology company, and The Woodbridge Company Limited (“Woodbridge“), Thomson Reuters’ principal shareholder, today announced that after 10 years as a director, W. Edmund Clark, C.M. would complete his service on the Thomson Reuters board (the “Board”) at Thomson Reuters’ upcoming annual meeting of shareholders to be held in 2025 (the “AGM”). Mr. Clark has served on the Board as a representative of Woodbridge since 2015 and has actively contributed to the Board and the organization including through chairing the Human Resources Committee and serving on the Corporate Governance Committee.

Woodbridge and Thomson Reuters are currently working to identify two suitable director candidates to serve as representatives of Woodbridge who are intended to be nominated for election to the Board at the AGM.

“Ed is a phenomenal director and individual who has made his mark on Thomson Reuters”, said Steve Hasker, President and CEO, Thomson Reuters. “With his passion for AI, talent and customer centricity, he has been instrumental to our growth and success and, on a personal note, he has been a trusted advisor and friend to me.”

Early Warning Disclosure

This press release is being issued by Woodbridge pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), which requires a report to be filed under Thomson Reuters’ profile on SEDAR+ (www.sedarplus.com) containing additional information respecting the foregoing matters. Thomson Reuters’ head office address is 19 Duncan St., Toronto, Ontario, M5H 3H1, Canada.

Woodbridge and Thomson Investments Limited (“TIL”), a holding company of Woodbridge, have filed on SEDAR+ an amended early warning report in compliance with NI 62-103 to disclose changes in certain material facts relating to their ownership of common shares of Thomson Reuters (“Common Shares”) as a result of Mr. Clark’s pending retirement.

TIL is the beneficial owner of 313,465,179 Common Shares, representing approximately 69.7% of the outstanding Common Shares. Of those Common Shares, Woodbridge is the beneficial owner of 300,508,139 Common Shares, representing approximately 66.8% of the outstanding Common Shares.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedarplus.com or contact The Woodbridge Company Limited, 65 Queen Street West, Suite 2400, Toronto, Ontario, M5H 2M8, Canada, Attention: Stephanie Rogoza (srogoza@woodbridge.com), 416.364.8700.

Thomson Reuters

Thomson Reuters (TSX/NYSE: TRI) (“TR”) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.

About Woodbridge

The Woodbridge Company Limited is the primary investment vehicle for the Thomson family of Canada. It has a number of investments, including a majority stake in Thomson Reuters, listed on the Toronto and New York stock exchanges.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, MATERIAL RISKS AND MATERIAL ASSUMPTIONS

Certain statements in this news release, including, but not limited to, statements relating to Mr. Clark’s pending completion of service on the Board and Woodbridge’s and Thomson Reuters’ expectations regarding the identification of replacement director candidates, are forward-looking. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While Woodbridge and Thomson Reuters believe that they have a reasonable basis for making the forward-looking statements in this news release, they are not a guarantee of future outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the company’s control and the effects of them can be difficult to predict.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed on pages 19-35 in the “Risk Factors” section of the company’s 2023 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission (SEC). Thomson Reuters annual and quarterly reports are also available in the “Investor Relations” section of tr.com.

Except as may be required by applicable law, Woodbridge and Thomson Reuters disclaim any obligation to update or revise any forward-looking statements.

CONTACTS

MEDIA
Gehna Singh Kareckas
Senior Director, Corporate Affairs
+1 613 979 4272
gehna.singhkareckas@tr.com

INVESTORS
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@tr.com

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SOURCE Thomson Reuters

Technology

Advancements to Educate About Innovations in Optimized Shipping Software

Published

52 minutes ago

December 23, 2024

Discover how developments in digital shipping software technologies are providing businesses with freedom, flexibility, visibility, and control.

JUPITER, Fla., Dec. 23, 2024 /PRNewswire/ — Advancements with Ted Danson will focus on how recent breakthroughs in software are helping to optimize efficiency and get packages out the door faster and easier.

This segment will educate about the imperative role that shipping plays in business today. Audiences will learn how companies of all sizes often face unprecedented challenges and opportunities in today’s fast-paced and ever-evolving shipping landscape. Discover how factors like fluctuating shipping rates, seasonal fees, and delivery service changes, along with a business’s carrier mix, calls for more agile, adaptable, and forward-thinking strategies to help companies thrive in these shifting conditions.

Hear how shipping software is helping to reduce the complexity of shipping and mailing as Advancements educates about the secure SaaS Shipping 360 platform from Pitney Bowes. The show will share how its suite of applications works seamlessly together to provide complete visibility and control of shipping, mailing, and receiving operations, enabling enterprises to make the right decisions to reduce expenses and streamline operations.

“The priorities in shipping have shifted—predictability, visibility, and reliability are now as critical as speed. Businesses and consumers need to know that a package will get from point A to point B with clear oversight and control,” said Shemin Nurmohamed, President of Sending Technology Solutions at Pitney Bowes. “With our multi-carrier shipping technology, we provide the tools to eliminate disruptions, access multiple carriers seamlessly, and use data-driven insights to automate smarter shipping decisions, delivering peace of mind for senders and recipients alike.”

Viewers will see how from outbound and inbound shipping and mailing to receiving and distribution, the platform provides full control across the entire enterprise. With advanced analytics to make operations smarter than ever, discover how the intuitive dashboard provides a full view of shipping, mailing, tracking, and receiving, while the integrated platform offers improved security to provide businesses with confidence that they’re protecting information against cyberthreats.

“We look forward to sharing how the secure digital platform helps organizations take command of shipping and mailing ecosystems, providing top-down control, improving processes, and reducing costs across users and working locations,” said Richard Lubin, senior producer for the Advancements series.”

About Pitney Bowes:
Pitney Bowes (NYSE: PBI) is a technology-driven company that provides SaaS shipping solutions, mailing innovation, and financial services to clients around the world – including more than 90 percent of the Fortune 500. Small businesses to large enterprises, and government entities rely on Pitney Bowes to reduce the complexity of sending mail and parcels. For the latest news, corporate announcements, and financial results, visit www.pitneybowes.com/us/newsroom. For more information, visit Pitney Bowes at www.pitneybowes.com.

About Advancements:
Advancements is an information-based educational television series that explores recent developments taking place across several industries and economies. With a focus on some of the major innovations responsible for global progress today, the award-winning series goes behind-the-scenes to discover and share how technology and innovation continue to drive the world forward.

Advancements shines a light on several important issues and topics, while featuring an array of cutting-edge improvements, state-of-the-art technologies, and groundbreaking environmental and sustainable solutions. Its team of writers, directors, and producers remain dedicated to consistently producing commercial-free, educational programming for viewers and networks.

For more information, please visit www.AdvancementsTV.com or call 866-496-4065.

Media Contact:
Advancements
Sarah McBrayer,
Creative Director
866-496-4065 x802
sarah@dmgproductions.com

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SOURCE Advancements

Technology

Payfare Enters into Definitive Agreement to be Acquired by Fiserv

Published

52 minutes ago

December 23, 2024

TORONTO, Dec. 23, 2024 /PRNewswire/ – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY) (OTCQX: PYFRF), a leading international Earned Wage Access (“EWA”) company powering instant access to earnings and digital banking solutions for workforces, is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with 1517452 B.C. Ltd. the “Purchaser”), an affiliate of Fiserv, Inc. (NYSE: FI) “Fiserv”) a leading global provider of payments and financial services technology, whereby the Purchaser will acquire the Company, subject to obtaining shareholder and other customary approvals (the “Transaction”). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of the Company for CA$4.00 in cash per share (the “Purchase Price”), for total consideration of approximately CA$201.5 million.

The Purchase Price represents a premium of approximately 90% to the closing price on the Toronto Stock Exchange (the “TSX”) of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date.

“Our Board conducted a thorough strategic review process together with our financial advisors, having evaluated numerous acquisition, commercial partnership, and other opportunities, and concluded that the Transaction is in the best interests of the Company, its various stakeholders and its shareholders with certainty of value with an all-cash offer,” said Marco Margiotta, Payfare CEO, and Founding Partner. “This Transaction represents tangible recognition of the value and strength of what Payfare has built as we embark on this exciting new chapter.”

“Payfare has built a reputation as an innovator in workforce payments for gig-economy companies,” said Frank Bisignano, Chairman, President and Chief Executive Officer of Fiserv. “Together, we can accelerate the delivery of embedded finance solutions for all of our clients, empowering their next chapter of success. We look forward to welcoming the talented Payfare team to Fiserv.”

Transaction Details

The Company’s board of directors (with conflicted directors abstaining) (the “Board”), after receiving the unanimous recommendation of a committee of independent directors (the “Special Committee”), has unanimously determined that the Transaction is in the best interests of the Company. The Arrangement Agreement was the result of a comprehensive negotiation process that was undertaken with the oversight and participation of the Special Committee advised by legal and independent financial advisors.

The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of 66 2/3% of the votes cast by shareholders, and, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the approval of a majority of votes cast by shareholders, excluding certain directors and officers, at a special meeting of shareholders of the Company. In addition, the Transaction is subject to the receipt of court approval, certain third-party approvals, and other customary closing conditions for transactions of this nature.

The Arrangement Agreement includes customary non-solicitation provisions applicable to the Company and provides for the payment of an approximately CA$10 million termination fee to the Purchaser if the Transaction is terminated in certain circumstances. The Arrangement Agreement also provides for reimbursement of the expenses of the Purchaser in certain circumstances.

The Company intends to hold a special meeting of its shareholders (the “Shareholders’ Meeting”), where the Transaction will be considered and voted upon by shareholders of record.

The Transaction is not subject to a financing condition and is expected to close in the first half of 2025. Upon closing of the Transaction, the Purchaser intends to cause the issued and outstanding shares of the Company to cease to be listed on the TSX and the OTCQX, and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

In addition, all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction.

Unanimous Board Approval

The Board, upon the recommendation of the Special Committee, unanimously recommends that shareholders of the Company vote in favour of the Transaction. In making its determination to unanimously recommend approval of the Transaction to the Board, the Special Committee, and in the Board’s determination to approve the Transaction and recommend that shareholders of the Company vote in favour of the Transaction, considered, among other things, the following reasons for the Transaction:

Significant Premium – the Purchase Price represents a premium of approximately 90% to the closing price on the TSX of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date;

Strategic Review Process – subsequent to the press release disseminated September 29, 2024 announcing the initiation of a strategic review process, the Company, with the assistance of its financial advisor Keefe, Bruyette, & Woods Inc. (“KBW”), evaluated several acquisition, commercial partnership, and sale opportunities, that did not result in any proposal that was superior to the Transaction;

Fairness Opinions – the Special Committee received a fairness opinion from Blair Franklin Capital Partners Inc. (“Blair Franklin“), acting as independent financial advisor to the Special Committee, and the Board received a fairness opinion from KBW, each concluding that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders;

Arrangement Agreement Terms – the Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee;

All-Cash Consideration – the all-cash consideration provides shareholders with certainty of value;

Minority Vote and Court Approval – the Transaction must be approved by two-thirds of the votes cast by shareholders of the Company and by a majority of shareholders of the Company, excluding certain directors and officers, in accordance with MI 61-101, and by the Supreme Court of British Columbia; and

Support for the Transaction – all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the Shareholders’ Meeting, unless the Arrangement Agreement is terminated. The Shares represented by the parties to the voting support agreements represent approximately 11.3% of the issued and outstanding shares of the Company.

Opinions

In connection with their review and consideration of the Transaction, the Company engaged KBW as its financial advisor, and the Special Committee engaged Blair Franklin as its independent financial advisor in respect of the Transaction. KBW provided an opinion to the Board, and Blair Franklin provided an opinion to the Special Committee that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders.

Filings and Proxy Materials

Further information regarding the Transaction, the Arrangement Agreement and the Shareholders’ Meeting, including a copy of Blair Franklin’s and KBW’s fairness opinions, will be included in the management information circular expected to be mailed to shareholders of record. Copies of the Arrangement Agreement, the forms of voting support agreements and proxy materials in respect of the Shareholders’ Meeting will be available on SEDAR+ at www.sedarplus.ca.

Advisors

Keefe, Bruyette, & Woods Inc. acted as financial advisor to the Company. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee. Borden Ladner Gervais LLP and Dentons acted as legal advisors to the Company. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv.

Conference Call

Management will be hosting a conference call on December 23, 2024, at 9:00AM ET to discuss the Transaction. To access the conference call, please dial (289) 514-5100 or 1-800-717-1738.

An archived recording of the conference call will be available until January 20, 2025. To listen to the recording, call (289) 819-1325 or 1-888-660-6264 and enter passcode 79248#.

About Payfare (TSX:PAY, OTCQX: PYFRF)

Payfare is a leading, international Earned Wage Access (“EWA”) company powering instant access to earnings through an award-winning digital banking platform for today’s workforce. Payfare partners with leading e-commerce marketplaces, payroll platforms, and employers to provide financial security and inclusion for all workers.

For further information please visit www.payfare.com or contact:
Cihan Tuncay, Head of Investor Relations and Corporate Development
1 (888) 850-2713
investor@payfare.com

About Fiserv

Fiserv, Inc. (NYSE: FI), a Fortune 500™ company, aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale and business management platform. Fiserv is a member of the S&P 500® Index and has been recognized as one of Fortune® World’s Most Admired Companies™ for 9 of the last 10 years. Visit fiserv.com and follow on social media for more information and the latest company news.

Forward Looking Statements

Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that the Company believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to shareholders pursuant to the transaction, the ability of the Company and the Purchaser to consummate the transaction on the terms and in the manner contemplated thereby, the anticipated benefits of the transaction, and the anticipated timing of the transaction. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the time required to prepare and mail meeting materials to shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the transaction, as well as other uncertainties and risk factors set out in filings made from time to time by the Company with the Canadian securities regulators, which are available on SEDAR+ at https://www.sedarplus.ca. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.

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SOURCE Payfare Inc.