Fair Value of Financial Instruments | Note 4 – Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts and notes receivable, cash collateral deposited with insurance carriers, life insurance assets, equity investments, certain other investments, deferred compensation plan assets and liabilities, accounts payable and other current liabilities, acquisition-related contingent consideration, mandatorily redeemable non-controlling interests, convertible debentures and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. Acquisition-Related Contingent Consideration and Other Liabilities Acquisition-related contingent consideration and other liabilities is composed of earn-outs, which represent the estimated fair value of future amounts payable for businesses, including for mandatorily redeemable non-controlling interests (together, “Earn-outs”), that are contingent upon the acquired business achieving certain levels of earnings in the future. As of March 31, 2021 and December 31, 2020, the estimated fair value of the Company’s Earn-out liabilities totaled $134.8 million and $135.2 million, respectively, of which $47.9 million and $48.1 million, respectively, was included within other current liabilities. The fair values of the Company’s Earn-out liabilities are estimated using income approaches such as discounted cash flows or option pricing models, both of which incorporate significant inputs not observable in the market (Level 3 inputs), including management’s estimates and entity-specific assumptions, and are evaluated on an ongoing basis. Key assumptions include the discount rate, which, as of March 31, 2021, ranged from 12.0% to 20.0%, with a weighted average rate of 13.1% based on the relative fair value of each instrument, and probability-weighted projections of earnings before interest, taxes, depreciation and amortization (“EBITDA”). Significant changes in any of these assumptions could result in significantly higher or lower potential Earn-out liabilities. The ultimate payment amounts for the Company’s Earn-out liabilities will be determined based on the actual results achieved by the acquired businesses. As of March 31, 2021, the range of potential undiscounted Earn-out liabilities was estimated to be between $56 million and $174 million; however, there is no maximum payment amount. Earn-out activity consists primarily of additions from new business combinations; changes in the expected fair value of future payment obligations; and payments. There were no Earn-out additions from new business combinations in either of the three month periods ended March 31, 2021 or 2020. For the three month period ended March 31, 2021, there were no measurement period adjustments, and for the three month period ended March 31, 2020, measurement period adjustments totaled an increase of approximately $1.1 million and related to a business in the Company’s Communications segment. Fair value adjustments across multiple segments totaled a net decrease of approximately $0.4 million for the three month period ended March 31, 2021, and totaled a net increase of approximately $1.8 million for the three month period ended March 31, 2020. There were no Earn-out payments in either of the three month periods ended March 31, 2021 or 2020. Equity Investments The Company’s equity investments as of March 31, 2021 include: (i) the Company’s 33% equity interests in Trans-Pecos Pipeline, LLC (“TPP”) and Comanche Trail Pipeline, LLC (“CTP,” and together with TPP, the “Waha JVs”); (ii) a 15% equity interest in Cross Country Infrastructure Services, Inc. (“CCI”); (iii) the Company’s 50% equity interests in each of FM Technology Holdings, LLC, FM USA Holdings, LLC and All Communications Solutions Holdings, LLC, collectively “FM Tech”; (iv) the Company’s equity interests in American Virtual Cloud Technologies, Inc., or “AVCT”; (v) the Company’s interests in certain proportionately consolidated non-controlled contractual joint ventures; and (vi) certain other equity investments. Investment Arrangements . From time to time, the Company may participate in selected investment or strategic arrangements, including equity interests in various business entities and participation in contractual joint ventures. Some of these investment or strategic arrangements may involve the extension of loans or other types of financing, including approximately $3 million of financing receivables as of both March 31, 2021 and December 31, 2020, and $3 million of financing commitments as of December 31, 2020. The Company has determined that certain of its investment arrangements are variable interest entities (“VIEs”). As of March 31, 2021, except for one individually insignificant VIE, the Company does not have the power to direct the primary activities that most significantly impact the economic performance of its VIEs nor is it the primary beneficiary. Accordingly, except for the previously mentioned VIE, the Company’s VIEs are not consolidated. Equity investments, other than those accounted for as equity method investments or those that are proportionately consolidated, are measured at fair value if their fair values are readily determinable. Equity investments that do not have readily determinable fair values are measured at cost, adjusted for changes from observable market transactions, if any, less impairment (“adjusted cost basis”). As of March 31, 2021 and December 31, 2020, the aggregate carrying value of the Company’s equity investments, including equity investments measured on an adjusted cost basis, totaled approximately $242 million and $220 million, respectively. As of March 31, 2021 and December 31, 2020, equity investments measured on an adjusted cost basis, including the Company’s $15 million investment in CCI, totaled approximately $18 million and $17 million, respectively. There were no material changes in the fair values of, or impairments related to, these investments during either of the three month periods ended March 31, 2021 or 2020. The Waha JVs. The Waha JVs own and operate certain pipeline infrastructure that transports natural gas to the Mexican border for export. The Company’s investments in the Waha JVs are accounted for as equity method investments. Equity in earnings related to the Company’s proportionate share of income from the Waha JVs, which is included within the Company’s Other segment, totaled approximately $7.7 million and $7.6 million for the three month periods ended March 31, 2021 and 2020, respectively. Distributions of earnings from the Waha JVs are included within operating cash flows. There were no distributions of earnings for the three month period ended March 31, 2021, and for the three month period ended March 31, 2020, distributions of earnings totaled $2.6 million. Cumulative undistributed earnings from the Waha JVs, which represents cumulative equity in earnings for the Waha JVs less distributions of earnings, totaled $75.0 million as of March 31, 2021. The Company’s net investment in the Waha JVs, which differs from its proportionate share of the net assets of the Waha JVs due primarily to equity method goodwill associated with capitalized investment costs, totaled approximately $196 million and $175 million as of March 31, 2021 and December 31, 2020, respectively. The Waha JVs are party to separate non-recourse financing facilities, each of which are secured by pledges of the equity interests in the respective entities, as well as a first lien security interest over virtually all of their assets. The Waha JVs are also party to certain interest rate swaps (the “Waha JV swaps”), which are accounted for as qualifying cash flow hedges. The Company reflects its proportionate share of any unrealized fair market value gains or losses from fluctuations in interest rates associated with these swaps within other comprehensive income or loss, as appropriate. For the three month period ended March 31, 2021, the Company’s proportionate share of unrecognized unrealized activity on the Waha JV swaps totaled gains of approximately $17.3 million, or $13.1 million, net of tax, and for the three month period ended March 31, 2020, totaled losses of approximately $30.3 million, or $23.0 million, net of tax. Other Investments. The Company has investments in AVCT. These investments include (i) shares of AVCT common stock, which are equity securities, (ii) warrants for the purchase of AVCT common stock, which are derivative financial instruments, and (iii) debentures that are convertible into shares of AVCT common stock, which are available-for-sale securities. As of both March 31, 2021 and December 31, 2020, the Company’s ownership interest in AVCT’s common stock, represented by the AVCT shares, totaled approximately 9%, and its aggregate ownership interest, assuming the exercise and conversion of all legally exercisable warrants and convertible debt into AVCT common stock, totaled approximately 22% and 21% as of March 31, 2021 and December 31, 2020, respectively. José R. Mas, MasTec’s Chief Executive Officer, was a director of AVCT through the end of March 2020. The Company paid an aggregate of approximately $5 million for its investments in AVCT, all of which are included within other long-term assets in the Company’s consolidated financial statements. The issued shares and those underlying the derivative instruments are salable at various times through 2025 subject to various contractual and securities law restrictions. The Company does not have the ability to exert significant influence over the operating and financial policies of AVCT. As of both March 31, 2021 and December 31, 2020, the aggregate fair value of the Company’s investments in AVCT approximated $17 million. For the three month period ended March 31, 2021, the Company recorded unrealized fair value measurement losses, net, on the AVCT securities within other expense totaling approximately $1.0 million, primarily related to the AVCT shares, for which the fair value was determined based on the market price of identical securities, adjusted for the restrictions on sale, which is a Level 3 input. Unrealized fair value measurement gains on the AVCT convertible debentures as determined based on Monte Carlo simulations, a Level 3 input, which were recognized within other comprehensive income, totaled approximately $1.0 million, or $0.8 million, net of tax, respectively, for the three month period ended March 31, 2021. There were no material changes in the fair value of the Company’s investment in AVCT for the three month period ended March 31, 2020. During the first quarter of 2021, MasTec committed to fund up to $2.5 million for a 75% equity interest in Confluence Networks, LLC (“Confluence”), an undersea fiber-optic communications systems developer and VIE, of which $0.4 million was funded during the three month period ended March 31, 2021. As of March 31, 2021, MasTec had less than a majority of the members on the board and determined that it did not have a controlling financial interest. The Company has the ability to exert significant influence over the VIE, and, as a result, the Company’s investment in Confluence was accounted for as an equity method investment as of March 31, 2021. The Company has equity interests in certain telecommunications entities that are accounted for as equity method investments, for which the Company had an aggregate investment of $21 million and $19 million, respectively, including $17 million and $16 million, respectively, for FM Tech, as of March 31, 2021 and December 31, 2020. The initial investment in FM Tech provided for an additional $9 million of purchase price upon resolution of certain contingencies, of which $2 million was paid in the first quarter of 2021. As of March 31, 2021, approximately $3 million of contingent payment liabilities were included within other current liabilities. For the three month period ended March 31, 2021, the Company made equity contributions of approximately $2 million related to these entities, and for the three month period ended March 31, 2020, the Company made no equity contributions. Certain of these entities provide services to MasTec. For the three month periods ended March 31, 2021 and 2020, expense recognized in connection with services provided by these entities totaled $1.8 million and $2.7 million, respectively, and related amounts payable totaled $0.3 million and $0.2 million as of March 31, 2021 and December 31, 2020, respectively. In addition, the Company has an employee leasing arrangement with one of these entities. Charges to this entity were de minimis for the three month period ended March 31, 2021, and related amounts receivable totaled $0.5 million and $0.4 million as of March 31, 2021 and December 31, 2020, respectively. Amounts advanced to these entities totaled $0.2 million for the three month period ended March 31, 2021, which amount was outstanding as of March 31, 2021. Senior Notes As of both March 31, 2021 and December 31, 2020, the gross carrying amount of the Company’s 4.50% senior notes due August 15, 2028 (the “4.50% Senior Notes”) totaled $600 million, and their estimated fair value, as determined based on an exit price approach using Level 1 inputs, totaled $618.0 million and $625.5 million, respectively. |