Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments are primarily composed of 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 and additional contingent payments, mandatorily redeemable non-controlling interests 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, 2022 and December 31, 2021, the estimated fair value of the Company’s Earn-out liabilities totaled $160.0 million and $160.2 million, respectively, of which $13.9 million related to mandatorily redeemable non-controlling interests as of both periods. Earn-out liabilities included within other current liabilities totaled approximately $39.1 million and $38.8 million as of March 31, 2022 and December 31, 2021, respectively. 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, 2022, ranged from 12.0% to 18.3%, with a weighted average rate of 13.3% 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, 2022, the range of potential undiscounted Earn-out liabilities was estimated to be between $41 million and $211 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. Additions from new business combinations totaled approximately $1.7 million for the three month period ended March 31, 2022, and for the three month period ended March 31, 2021, there were no additions. Measurement period adjustments totaled a decrease of approximately $1.9 million for the three month period ended March 31, 2022 and related primarily to the Company’s Oil and Gas segment. There were no measurement period adjustments for the three month period ended March 31, 2021. For the three month period ended March 31, 2022, there were no fair value adjustments, and for the three month period ended March 31, 2021, fair value adjustments across multiple segments totaled a net decrease of approximately $0.4 million. There were no Earn-out payments in either of the three month periods ended March 31, 2022 or 2021. Equity Investments The Company’s equity investments as of March 31, 2022 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. (“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 which may involve the extension of loans or other types of financing arrangements. The Company has determined that certain of its investment arrangements are variable interest entities (“VIEs”). As of March 31, 2022, 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, 2022 and December 31, 2021, the aggregate carrying value of the Company’s equity investments, including equity investments measured on an adjusted cost basis, totaled approximately $280 million and $267 million, respectively. As of both March 31, 2022 and December 31, 2021, equity investments measured on an adjusted cost basis, including the Company’s $15 million investment in CCI, totaled approximately $20 million. There were no impairments related to these investments in either of the three month periods ended March 31, 2022 or 2021. 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 $7.4 million and $7.7 million for the three month periods ended March 31, 2022 and 2021, respectively. Distributions of earnings from the Waha JVs, which are included within operating cash flows, totaled $3.1 million for the three month period ended March 31, 2022. There were no distributions of earnings for the three month period ended March 31, 2021. Cumulative undistributed earnings from the Waha JVs, which represents cumulative equity in earnings for the Waha JVs less distributions of earnings, totaled $99.2 million as of March 31, 2022. 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 $234 million and $216 million as of March 31, 2022 and December 31, 2021, 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, 2022, the Company’s proportionate share of unrecognized unrealized activity on the Waha JV swaps totaled gains of approximately $18.2 million, or $13.8 million, net of tax, and for the three month period ended March 31, 2021, totaled gains of approximately $17.3 million, or $13.1 million, net of tax. Other Investments. As of March 31, 2022, the Company’s investments in AVCT, which are included within other current assets in the Company’s consolidated financial statements, include (i) shares of AVCT common stock, which are equity securities, and (ii) warrants for the purchase of AVCT common stock, which are derivative financial instruments. Previously, the Company’s investment in AVCT included debentures that were convertible into shares of AVCT common stock, which were available-for-sale securities. In the third quarter of 2021, the Company’s investment in AVCT convertible debentures was automatically converted into shares of AVCT common stock. As of March 31, 2022 and December 31, 2021, the Company’s ownership interest in AVCT’s common stock totaled approximately 3% for both periods, and its aggregate ownership interest, assuming the exercise of all legally exercisable warrants into AVCT common stock, totaled approximately 5% and 6%, respectively. As of March 31, 2022 and December 31, 2021, the aggregate fair value of the Company’s investments in AVCT approximated $3 million and $8 million, respectively, with an aggregate cost approximating $6 million as of both periods. Unrealized fair value measurement activity related to the AVCT securities, which is based on the market price of identical securities, a Level 1 input, and is recorded within other income or expense, net, totaled losses of approximately $4.8 million for the three month period ended March 31, 2022, and totaled losses, net, of approximately $1.0 million for the three month period ended March 31, 2021. Unrealized fair value measurement activity related to the AVCT convertible debentures based on Level 3 inputs and recognized within other comprehensive income totaled gains of approximately $1.0 million, or $0.8 million, net of tax, for the three month period ended March 31, 2021. 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. As of March 31, 2022, a total of $1.7 million had been funded, of which $0.4 million was funded during the first quarter of 2021. Equity in losses related to the Company’s proportionate share of income from this investment totaled $0.2 million and $0.1 million for the three month periods ended March 31, 2022 and 2021, respectively. As of March 31, 2022, MasTec had less than a majority of the members on the board and determined that it did not have a controlling financial interest, and therefore does not have the power to direct the primary activities that most significantly impact its economic performance, nor is it the primary beneficiary. The Company has the ability to exert significant influence over Confluence; and as a result, accounts for its investment in Confluence as an equity method investment as of March 31, 2022. The Company has equity interests in certain telecommunications entities that are accounted for as equity method investments. As of both March 31, 2022 and December 31, 2021, the Company had an aggregate investment of approximately $20 million in these entities, including $17 million for FM Tech. For the three months periods ended March 31, 2022 and 2021, the Company made equity contributions related to its investments in telecommunications entities totaling approximately $0.5 million and $2.0 million, respectively. Equity in losses, net, related to the Company’s proportionate share of income from these telecommunications entities totaled approximately $0.3 million for both the three month periods ended March 31, 2022 and 2021. The difference between the carrying amount of these investments and the Company’s underlying equity in the net assets of the respective entities relates primarily to equity method goodwill associated with assembled workforce for each of these entities. Certain of these telecommunications entities provide services to MasTec. Expense recognized in connection with services provided by these entities totaled $1.0 million and $1.8 million for the three month periods ended March 31, 2022 and 2021, respectively. As of March 31, 2022, related amounts payable to these entities were de minimis, and as of December 31, 2021, totaled $0.3 million. In addition, the Company had an employee leasing arrangement with one of these entities and has advanced certain amounts to these entities. For the three month period ended March 31, 2022, there were no employee lease expenses or advances, and for the three month period ended March 31, 2021, advances totaled approximately $0.2 million. As of March 31, 2022 and December 31, 2021, employee lease and advances receivable totaled approximately $0.7 million and $0.9 million, respectively. The Company has 49% equity interests in certain entities included within its Power Delivery segment that are accounted for as equity method investments, for which its aggregate investment as of both March 31, 2022 and December 31, 2021 totaled approximately $4 million. For the three month period ended March 31, 2022, equity in losses, net, related to these entities totaled approximately $0.1 million. Certain of these entities provide construction services to MasTec. Expense recognized in connection with construction services provided by these entities totaled approximately $3.6 million for the three month period ended March 31, 2022. As of March 31, 2022, related amounts payable totaled approximately $0.1 million. In addition, the Company has line of credit arrangements with these investees, providing for up to $8.5 million of borrowing availability, of which $0.4 million was drawn as of both March 31, 2022 and December 31, 2021, which amounts are included within other current assets in the consolidated balance sheets. Senior Notes As of both March 31, 2022 and December 31, 2021, 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, based on an exit price approach using Level 1 inputs, totaled $594.8 million and $619.5 million, respectively. |