MasTec, Inc.

Welcome to Mass Tech's first quarter 2021 earnings conference call, initially broadcast on Friday, May 7, 2021. Let me remind participants that today's call is being recorded. At this time, I'd like to turn the call over to Mark Lewis, Mass Tech's Vice President of Investor Relations. Mark?

Thanks, Lauren. Good morning, everyone, and welcome to Mass Tech's first quarter call. The following statement is made pursuant to the safe harbor for forward-looking statements describing the Private Securities Litigation Reform Act of 1995. In these communications, we may make certain statements that are forward-looking, such as statements regarding MOSFET's future results, plans, and anticipated trends in the industry before we operate. These forward-looking statements are the company's expectations on the day of the initial broadcast of this conference call, and the company does not undertake to update these expectations based on subsequent events or knowledge. Various uncertainties, risks, and assumptions are detailed in our press releases and filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may differ significantly from results expressed or applied in these communications. In today's Marked by Management, we will be discussing adjusted financial metrics reconciled in yesterday's press release and supporting schedules. In addition, we may use certain non-GAAP financial measures on this conference call. A reconciliation of the non-GAAP financial measures not reconciled in these comments to the most comparable GAAP measure can be found in our earnings press release, our 10Q, or posted in the PowerPoint presentation located in the Investors in News section of our website at mostech.com. With us today, we have Jose Mas, our CEO, and George Pita, our Executive Vice President and CFO. The format of the call will be opening remarks and analysis by Jose, followed by a financial review from George. These discussions will be followed by a Q&A period, and we expect the call to last about 60 minutes. We have another beat and raise quarter. We have a lot of important things to talk about today. So I'll now turn it over to Jose. Jose?

Thanks, Mark. Good morning, and welcome to MOSTECH's 2021 first quarter call. Today I'll be reviewing our first quarter results, as well as providing my outlook for the markets we serve. I'd like to thank you for joining us today, and I hope and pray that you and your loved ones are healthy and safe. I'd like to start today by highlighting how proud I am of the men and women of MOSTECH. Their sacrifices, resilience, creativity, and commitment during this pandemic have been inspiring. Millions of families throughout the U.S. relied on the power, communications, entertainment, and other services we help our customers provide. Our team has again safely delivered, and I'd like to thank the men and women of Maastricht for their sacrifices and their hard work. Before getting to quarterly results, This week we announced the acquisition of Intran. Intran is one of the largest private electrical utility contractors in the United States. We believe the changes in electrical distribution needs, led by grid modernizations and hardening, coupled with the transition towards increased electrical vehicle usage, will have an enormous impact on the last mile distribution of electricity. With over 2,000 team members, Intran significantly expands our electric distribution and transmission capabilities and footprint. With a strong presence in both the Midwest and the West Coast, areas traditionally underserved by MOSTEC, this combination will enhance Intran's capabilities as it continues to expand and allows MOSTECH to sell its full suite of services, including renewable power generation, substation construction, and gas distribution, to a relatively new customer base. With trailing 12-month revenues of approximately $550 million and strong opportunities for future growth, we are very excited about our future opportunities. The purchase price of approximately $420 million represent a purchase price multiple of roughly seven times without taking into account tax benefits that on a net present value basis represent over a full multiple turn. We believe, based on their prospects, the potential synergies, and the cross-sell opportunities, that while it's on the higher end of historical multiples for MOSTECH, we got very good value. On our year on call, we announced two other acquisitions that closed during the first quarter. In addition to Intran, we've acquired two other companies during the second quarter. The first, Phoenix Industrial, is a heavy industrial contractor that enhances our concrete, piping, and electrical capabilities with a strong West Coast presence. And the other is Byers Engineering, one of the largest outside plant telecommunication engineering firms in the country. With approximately 900 employees across 31 states, Byers brings new capabilities to MassTech that we've typically outsourced. With significant investments in fiber construction, supported by both private and public investments, including the Rural Digital Opportunity Fund, Smart City Funds, the 5G Fund for Rural America, and potential further telecom infrastructure spend, we expect engineering services to be a critical path to success. Being able to control schedule and resources will not only allow us to enjoy the engineering growth opportunities, but it will also allow us to bundle construction services along with engineering and hopefully significantly expand our market share. On behalf of our team members, board of directors, and shareholders, I'd like to welcome all of these new team members to the MOSTEC family. Now, some first quarter highlights. Revenue for the quarter was $1,775,000. Adjusted EBITDA was $204,000. Adjusted earnings per share was $1.10. Cash flow from operations was $257 million, and backlog at quarter end was $7.9 billion. In summary, we had another excellent quarter and are on track for another great year. Over the last few quarters, we've talked about our strategic long-term goals and our future business mix. Considering the pandemic challenges on the oil and gas industries, we laid out a path to achieving an annual revenue target of $10 billion with double-digit margins. One of our key highlights of 2020 was our ability to grow non-oil and gas revenues and EBITDA. Our guidance that we provided today, including our most recent acquisition, reflects continued diversification. as we expect our non-oil and gas business to grow approximately 27% in revenues and over 40% in EBITDA in 2021, with significant acceleration in the second half of 2021. We are encouraged by the size and scale of the growth opportunities in front of us. Now I'd like to cover some industry specifics. Our communication revenue for the quarter was $568 million, and margins improved 70 basis points year over year. Highlights for the quarter include our growth with T-Mobile, whose revenues increased fourfold over last year's first quarter and, for the first time, broke into our top 10 customer list. Comcast revenues were also very strong in the quarter, increasing 61% from last year's first quarter. That growth was offset with expected declines in both our Verizon and AT&T business, which were both down approximately 35%. Both AT&T and Verizon were vocal about the importance of the 5G spectrum auctions in their business. We expect revenues for these two customers, especially AT&T, to accelerate in the second half of the year with significant growth opportunities heading into 2022. We're also very excited with recent developments around the planned increase investments in the telecommunications wireline networks. The Rural Digital Opportunity Fund, or RDOF, which is a follow-up to the Connect America Fund, will provide $20 billion of funding over the next 10 years to build and connect gigabit broadband speeds in underserved rural areas. Additionally, in October of 2020, the FCC established the 5G Fund for Rural America, which will provide up to an additional $9 billion in funding over the next decade to bring 5G wireless broadband connectivity to rural America. In addition, the early drafts of the infrastructure bill included additional direct investments in enhancing telecommunications networks, including 5G. I believe we are entering one of the most exciting periods in the history of telecommunications and that the deployment of 5G wireless technologies and the associated networks is truly a game changer for the consumer, our customers, and for MOSTECH. Moving to our electrical transmission segment, revenue was $134 million versus $128 million in last year's first quarter. We have now begun one of the larger projects we had been previously awarded and expect a much better margin profile for the balance of 2021. We also expect backlog to improve as we've been awarded new MSA agreements and are in late stages of negotiations on a number of larger projects. We believe we are well positioned for 2021 and beyond as the drivers for this segment remain intact, which include aging infrastructure, reliability, renewable integration, and system hardening. Moving to our oil and gas pipeline segment, revenue was $726 million. We had a strong start to the year as we were working on projects that had been delayed in 2020. Based on our current backlog levels, we expect a strong 2021, and our guidance assumes some project activity will be pushed into 2022 because of regulatory delays. Last year, we forecasted a longer-term recurring revenue target of $1.5 to $2 billion a year, assuming a continued depressed oil and gas market. As a reminder, over the last three years, only 6% of our revenues have come from oil pipelines, with the majority of our business being tied to natural gas. We continue to see strong demand for integrity service, gas distribution, and line replacement activity. We are focused on continuing to diversify our revenues in this segment. Moving to our clean energy and infrastructure segment, Revenue was $350 million for the first quarter versus $286 million in the prior year, a 22% year-over-year increase. We expect full year's revenues to approximate $2.1 billion, a 37% increase over 2020. Backlog was up sequentially by nearly $360 million. And more importantly, subsequent to quarter end, we've already been awarded approximately $550 million of new projects. While backlog was already at record levels in Q1 in this segment, we expect backlog to continue to increase over the coming quarters. We have made significant investments in this segment to profitably grow our business through organic opportunities in addition to our smaller tuck-in acquisitions. We continue to add talent and resources to meet the increasing demand for our services. we added nearly 2,000 new team members in this segment from the end of the first quarter in 2020 to the end of the first quarter in 2021. With a new administration and a clear focus on clean energy, we have seen a significant increase in planned clean energy investments from both traditional customers as well as oil and gas companies that are trying to improve their carbon footprint. As a leading clean energy contractor and partner, MOSTECH is uniquely positioned to benefit from these investments. I'd like to highlight the diversification within our clean energy and infrastructure segment. While we got our start and win, today we are capable of meeting any of our customers' demands. We are actively working on baseload gas generation projects, renewable biofuel projects, and are seeing significant demand as we continue to quickly expand our solar capabilities and footprint. To recap, we had an excellent first quarter and are very excited about the opportunities in the markets we served. We are encouraged with the recent developments related to an infrastructure bill. With a significant presence in the telecommunications market, which includes significant 5G build-out capabilities, coupled with our exposure to the clean energy market, including wind, solar, biofuels, hydrogen, and storage, and our recent expansion into heavy infrastructure, including road and heavy civil, we feel we are uniquely positioned to benefit from this anticipated infrastructure spend. We are confident we can hit our growth targets with solely private investments in infrastructure, but do recognize the potential acceleration in our markets with significant government spend. I'd like to, again, congratulate and thank the men and women of MOSTEC for their fantastic performance. I'm honored and privileged to lead such a great group. The men and women of MOSTEC are committed to the values of safety, environmental stewardship, integrity, honesty, and in providing our customers a great quality project at the best value. These traits have been recognized by our customers, and it's because of our people's great work that we've been able to deliver these outstanding financial results in a challenging environment and position ourselves for continued growth and success. I'll now turn the call over to George for our financial review. George?

Thanks, Jose, and good morning, everyone. Today I'll cover our first quarter financial results and our updated annual 2021 guidance expectation, inclusive of the recently announced Intran acquisition. As Mark indicated at the beginning of the call, our discussion of financial results and guidance will include non-GAAP adjusted earnings and adjusted EBITDA. Reconciliation and details of non-GAAP measures can be found on our press release, on our website, or in our SEC filings. In summary, we had strong first quarter results with record revenue for approximately $1.8 million, a 25% increase over last year, record adjusted EBITDA of approximately $204 million, a 73% increase over last year, and record cash flow from operations of approximately $257 million, a 27% increase over last year. First quarter results exceeded our expectation, with revenue exceeding expectation by approximately $125 million, adjusted EBITDA exceeding our expectation by approximately $32 million, and adjusted diluted earnings per share exceeding expectation by 30 cents. We expect that $70 million of revenue and $20 million in adjusted EBITDA related to our first quarter beat represents an increase to our annual 2021 view with the balance representing accelerated quarterly project timing within 2021. We continued our strong cash flow performance during the first quarter, reducing our net debt levels by approximately $65 million to approximately $815 million, despite funding approximately $90 million in acquisitions during the quarter. This equates to a book leverage ratio of less than one time, and we ended the first quarter with a record level of liquidity of approximately $1.7 billion. This balance sheet position, coupled with continued strong cash flow performance, allowed us to easily fund the second quarter 2021 entrant acquisition while maintaining ample liquidity and comfortable leverage metrics. Now I will cover some detail regarding our first quarter segment results and guidance expectations for the balance of 2021. First quarter communication segment performed generally in line with our expectation, which incorporated the expected impact of lower wireless services due to the timing of recent C-band spectrum auctions. As Jose already mentioned, recently awarded CBAN spectrum is expected to begin deployment in the latter part of 2021 and is expected to drive significant revenue opportunities for multiple years. First quarter communications segment adjusted EBITDA margin rate was 8.6% of revenue, a 70 basis point improvement compared to the same period last year. Our annual 2021 communication segment expectation is that revenue will approximate $2.7 to $2.8 billion, with annual 2021 adjusted EBITDA margin rate improving 90 to 110 basis points over 2020 levels. This includes the expectation that both revenue and adjusted EBITDA margin rate improvement will accelerate during the second half of 2021 as CBAN spectrum deployment initiates. First quarter clean energy and infrastructure segment, or clean energy, performed generally as expected during a seasonally slow quarterly revenue period. Clean energy segment revenue was $350 million, and adjusted EBITDA was approximately $11 million, or 3.1% of revenue. Looking forward towards the balance of 2021, we expect continuation of a very active bidding market in both the clean energy and infrastructure markets. We continue to expect annual 2021 clean energy segment revenue will grow in the high 30% range and approach $2.1 billion, with annual 2021 adjusted EBITDA margin rate improvement in the 70 to 110 basis point improvement over the prior year. First quarter oil and gas segment revenue exceeded our expectation, with revenue at $726 million and adjusted EBITDA at $168 million. As expected, we initiated activity on selective large projects during the quarter, and we exceeded our estimated production. As I previously mentioned, a portion of this first quarter beat represents an expected improvement to annual 2021 results, while another portion represents an acceleration of expected project activity within the year. We currently expect annual 2021 oil and gas segment revenue will range between $2.4 to $2.5 billion, with the continued expectation that annual 2021 adjusted EBITDA margin rate for this segment will be in the high teens range. This expectation includes the assumption that selected large project activity over the last half of 2021 will move into 2022 due to permitting approval delays and thus second half 2021 oil and gas segment revenue is expected to approximate second half 2020 levels with a greater level of project activity expected during the third quarter and a lesser level during the fourth quarter due to the expected timing of project winter breakup activity. First quarter electrical transmission segment generally performed as expected, with revenue at $134 million and adjusted EBITDA margin rate at 2.7%, reflecting a seasonally slow quarterly revenue period, coupled with the continued impact of project inefficiencies discussed last quarter as we move towards project completion. Looking forward to the balance of 2021, including the expected partial year operations of the entrant acquisition, We expect annual 2021 revenue for the electrical transmission segment to approximate $950 million and annual 2021 adjusted EBITDA margin rate to approximate 7.5% of revenue. And this guidance includes approximately $330 million of revenue at a double-digit adjusted EBITDA margin rate for the recent acquisition of Intran, which became effective in May 2021. Now we'll discuss a summary of our top 10 largest customers for the first quarter period as a percentage of revenue. Enbridge revenue was approximately 25%, comprised of Canadian station and other project activity, as well as a large project initiated during the first quarter that will resume in the latter part of the second quarter once road frost bands are lifted. AT&T revenue, derived from wireless and wireline fiber services, was approximately 8%, and installed to the home services was approximately 3%. On a combined basis, these three separate service offerings totaled approximately 11% of our total revenue. As previously indicated, this revenue level includes lower wireless services revenue due to the temporary impact of the C-band spectrum auction. Also, as a reminder, it is important to note that these offerings, while falling under one AT&T corporate umbrella, are managed and budgeted independently within that organization, giving us diversification within that corporate universe. NextEra Energy was 7%. Whitewater Midstream was 6%. Comcast was 5%. Verizon and Energy Transfer were each at 3%. Duke Energy, T-Mobile, and Pattern Energy were each at 2% of revenue. Individual construction projects comprised 72% of our first quarter revenue, with master service agreements comprising 28%. With the combination of expected resurgence in wireless MSA work, coupled with the Intran acquisition, whose revenue is virtually all MSA driven, future MSA revenue is expected to increase as a percentage of our total revenue highlighting an increased level of MOSTECH revenue expected to be derived on a recurring basis. At March 31st, 2021, our backlog was approximately $7.9 billion, essentially flat to $7.9 billion as of year-end 2020. For the sake of clarity, reported first quarter black hog does not include any amounts for the recently announced interim acquisition. Lastly, as we've indicated for years, backlog can be lumpy as large projects burn off each quarter and new large contract awards only come into backlog at a single point in time. Now I will discuss our cash flow, liquidity, working capital usage, and capital investments. During the first quarter, we generated a record level $257 million in cash flow from operations and ended the quarter with net debt of $815 million, which equates to a book leverage ratio of 0.9 times adjusted EBITDA. We ended the first quarter with DSOs at 80, just below our expected DSO range in the mid to high 80s. We are proud of our continued strong cash flow from operations and believe this performance highlights the strength, resiliency, and consistency of MOSTECH's cash flow profile. We ended the first quarter with $512 million in cash on hand as well as record liquidity defined as cash plus borrowing availability of approximately $1.7 billion. During the first quarter, we reduced our net debt by $64 million, despite approximately $90 million in first quarter acquisition funding. During the second quarter of 2021, given the working capital associated with an expected $320 million increase in sequential quarterly revenue, coupled with the cash outflow for the interim acquisition, we expect that our leverage will temporarily increase during the quarter. while still maintaining substantial liquidity of approximately $1 billion and comfortable leverage metrics within our target range. As we look forward past the second quarter to the balance of 2021, we expect continued strong cash flow generation, despite the working capital associated with our planned 2021 revenue growth. with net debt at year-end expected to reduce from second quarter levels and approximate $1.1 billion, leaving us with ample liquidity and an expected bulk leverage ratio slightly over one times adjusted EBITDA. In summary, our long-term capital structure is extremely solid, with low interest rates, no significant near-term maturities, and ample liquidity. This combination gives us full flexibility to take advantage of any potential growth opportunities to maximize shareholder value. We are pleased to significantly increase our annual 2021 guidance. We now project annual 2021 revenue of $8.2 billion, with adjusted EBITDA of $930 million, or 11.3% of revenue, and adjusted diluted earnings of $5.40 per share. This represents a $400 million increase in revenue guidance, a $55 million increase in adjusted EBITDA, and a $0.40 increase in adjusted diluted earnings per share, comprised of the combination of our strong first quarter performance and the benefit of the interim acquisition. As we have previously provided some color as to our annual 2021 segment expectations, I will briefly cover other guidance expectations. We anticipate lower levels of net cash capex spending in 2021 at approximately $100 million, with an additional $180 to $200 million to be incurred under finance leases, and this expectation is inclusive of expected capital additions for first and second quarter acquisitions. As we have previously indicated, as our end market operations shift with non-oil and gas segments becoming a larger portion of our overall revenue, our capital spending profile should reduce as the oil and gas segment has historically required the largest level of capital investment. We continue to expect annual 2021 interest expense levels to approximate $58 million, with this level including over $500 million in first and second quarter 2021 M&A activity. We expect to maintain a strong cash flow profile, with annual 2021 free cash flow once again exceeding adjusted net income, despite the working capital requirements related to our projected $1.9 billion increase in annual 2021 revenue. For modeling purposes, our estimate for 2021 share count continues at 74 million shares. We expect annual 2021 depreciation expense to approximate 4.1% of revenue, inclusive of first and second quarter M&A activity. As we have previously indicated, this expectation incorporates an increased level of 2021 oil and gas segment depreciation expense when compared to 2020 as we are utilizing conservative depreciation lives and salvage values on previous capital additions to protect against potential market uncertainties. Given these trends, we anticipate that next year, annual 2022 depreciation expense as a percentage of revenue will decrease when compared to 2021 levels and approximate 3.5% of revenue. We expect annual 2021 corporate segment adjusted EBITDA to be a net cost of approximately 1% of overall revenue. Lastly, we expect that annual 2021 adjusted income tax rate will approximate 25%. Our second quarter revenue expectation is $2.1 billion with adjusted EBITDA of $229 million, or 10.9% of revenue. and earnings guidance at $1.25 per adjusted diluted share. In terms of some additional color on the expected timing of second half 2021 revenue performance, we expect third quarter consolidated revenue growth in the mid to high 30% range over the prior year, with third quarter 2021 consolidated adjusted EBITDA margin rate approximating 12% of revenue. That concludes our remarks. Now we'll turn the call back to the operator for questions and answers. Operator?

Thank you. If you would like to ask a question, please signal by pressing star 1 on your telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Please limit yourself to one question plus one follow-up, then re-cue for additional questions. Again, that is star 1 to ask a question. And we'll take our first question from Alex Regal with B. Riley.

Thank you. Good morning and fantastic quarter, gentlemen.

Thank you, Alex. Good morning.

Jose, the cash flow was strong. The balance sheet continues to have tons of capacity on it. Can you talk a little bit more about your M&A pipeline and which segment of your business you're focused on there?

Look, we talked about it going into last year, right? As the year progressed, we were really excited about what we were seeing on the M&A front. You know, for lots of reasons, last year got complicated with COVID. I think you're seeing a number of deals kind of clear early in 2021 based on the activity we had in 2020. Pipeline is incredibly strong. There are a number of very active targets that we're in the middle of negotiations with, so very excited about what's happening. You know, we kind of laid out the most important segments for us at the end of 20, right? And it hasn't really changed, so we're really focused on everything that's clean energy related, everything that's electric grid related. And then, you know, to a lesser extent, telecom because we think we've got a great presence and, you know, followed by infrastructure. So those are kind of the four areas that we're really focused on. Great opportunities out there. I think that, you know, one of the things that we're really focused on is how do we meet all of our customers' demand and the growth that's coming and how do we best position ourselves to execute on that. That's what, you know, we've been hyper-focused on. A lot of that will be organic, but there will definitely be some acquisition opportunities to make sure we're ready for what's coming.

And to follow up, growth in clean energy has been real strong. Can you talk about some of the larger projects? I know you mentioned a few kind of earlier in your prepared remarks, but can you go a little bit deeper into that segment and exactly sort of what you're working on there and talk a little bit more about the prospects?

Sure. So a couple areas, right? So first, when you think about the traditional renewable type projects that we've done, whether it's wind or solar, those projects are getting a lot bigger. You know, our customers are building... Larger farms, which are a lot more expensive, require more people, more assets on the projects. The growth in solar that we're seeing is spectacular, and I think it's going to last for a long time. The plans out two, three years out are pretty phenomenal. So the truth is that we're in a period of significant ramp, right? We're hiring a lot of people. We're bringing a lot of people on board. We're really investing in the business to take advantage of what we think is going to be a very, very strong multi-year opportunity. It's costing us money today to do it. It's costing us margins today to do it. What you see in our clean energy business from a revenue perspective is nowhere near where we ultimately think we can achieve. And that's why we're making these investments. I think we'll see the margins of the business really begin to improve in the second half. We have significant ramp in that business throughout the year. So our second quarter, we're probably going to be 50% bigger than our first quarter from a revenue perspective. Our second half of the year is probably going to be 40% bigger than our first half of the year. So we're going through unbelievable growth in that business today. The opportunities are fantastic, and we're going to continue to invest or to take advantage of them. Project size is getting bigger. I think it's very manageable. And, again, I think customers are looking for key partners that they can trust, and I think we're definitely one of them. That's great. Good luck. Thank you, Alex. Thanks.

Our next question comes from Steven Fisher with UBS.

Great, thanks. Good morning. Good morning. Just wanted to follow up on that clean energy discussion, and it's great to see the robust prospects now finally starting to convert. I guess I'm curious how you characterize the risk on these projects. How do you determine? It seems like there's a lot of different prospects out there. How do you determine a good project from one that carries too much risk?

I think one of the strengths of MOSTEC for a long time have been in managing risk on projects. I think that's really set us apart. If you look at our performance over the course of the last five years, for sure, we've done a great job of mitigating risk, of understanding contract structures, of really putting ourselves in a position to succeed. And I think you've seen that based on I think the strength of our earnings and our ability to forecast our business over a long period of time, which I think we've been exceptionally good at. One of the strengths in our business, quite frankly, is the customer base. If you look at the blue chip of customers that we're working for today, we're working for some of the biggest utilities in the country. We're supporting them in their generation endeavors of all kinds, which I think is just a growing market that's changing and it's very different than it's ever been. So, you know, I think based on the sophistication of our customers and based on our ability to mitigate risk, I think we're in great shape. We're not chasing, you know, new developers. We're not chasing projects that need funding. We're working with blue-chip customers that have been doing this for a long time, that understand the business, that want us as their partner to be successful, and I think it's a perfect match.

Great. And then just on the telecom side, what is that AT&T in particular and the Verizon acceleration in the second half dependent upon? It sounds like C-band is really the driver, but what then is that dependent on? How are they thinking about those decisions there on spending? And how confident can we be that this doesn't push out further into 2022?

We're highly confident, right? I think if you see what's happened, right, you know, those two customers in particular have, you know, talked a lot about the spectrum auctions at the end of the year. You know, we saw a significant decline in their business because of it, right? They definitely shifted strategy, waited for those auctions to complete. They've now completed. You know, everybody knows what they're going to build. Everybody's now in the front end process of that. So, you know, we're talking, you know, we're in the midst of engineering and and obviously site prep and site act for a lot of that work. We know that work is coming. We know the plans. We see the acceleration of the business when it should hit. So I think that, you know, I think that, you know, quite frankly, there's not much left. I think there's certainty in it. I think the ramp plans are coming. It's definitely going to be a lot bigger in 22 than it will be in 21. I think we'll start seeing the acceleration of that business. in the second half of this year. We have really nice growth, second half to first half in our comms business. We'll grow at north of 20% second half versus first half, which will be the beginning of the ramp. And I think we're going to go into 2022 with incredible momentum in that business.

Great. And congrats on entrance. Thanks. Thanks, Steve.

Our next question comes from Brent Teelman with DA Davidson.

Hey, thank you. Congrats as well. Jose, does Intran come with its own pipeline of potential deals that it might have been cultivating prior to the sale and that you might look to pursue over the near term?

You know, it does. We haven't done a lot of work around that yet. There's definitely a pretty solid pipeline that they've brought to the table that they've been talking to. So, you know, we'll start We'll start that process here in the next few weeks as we start getting them under our belt. We have our own pipeline, right? So we're incredibly busy right now. So our job is to kind of sift through the best opportunities and really try to do the things that make the most sense for us. But it's a good question, and yes, they do.

Yeah. Okay. And then for oil and gas, you had some tough year-on-year compares on bookings, but I'd still say pretty healthy. this quarter and I I guess with some of the spillover of the large project work you know in the 2022 that you're alluding to in the guidance plus the the opportunity set in front of you do you think 22 revenue in that segment can can look similar to what you expect this year

Well, we're going to have a great 21, right? So, you know, George, in his prepared remarks, talked about 2.4 to 2.5. You know, it's going to be front-end loaded. So, you know, if you look at the second half of the year in oil and gas, it's going to be roughly a billion, a billion, one, very similar to what it was last year. I think when you take into account our guidance and you make those assumptions around oil and gas, it really shows the strength of our non-oil and gas business in the second half of 2021. With that said, I think that we're not really changing the longer-term outlook that we've put out. We've talked about being at $1.5 billion to $2 billion in our oil and gas business. Even if you pick the midpoint of that for 2022 at $1.7 billion, I think that's how we're modeling our own business. We'll come back to that in a second. Really, everything we've done over the last year is really trying to prepare ourselves in case that happens, in case this oil and gas market deteriorates to those levels and Even at that level, we think we can achieve a $9 billion revenue target or approximately a $9 billion revenue target for 2022 at roughly the midpoint of our range. Now, with that said, when you look at the earnings results of a lot of our oil and gas customers over the course of the last couple of days, I mean, their earnings have been phenomenal. I think they're making great strides in terms of debt repayment, which has been their stated goal. We are talking about a lot of projects that had kind of been mothballed. So we're definitely seeing a lot more activity in that business than we've seen. Whether that, you know, hits in 22 or not, we don't know. Obviously, the stuff that's pushing into 22 will help that business. So if anything, we're probably being, you know, a little too conservative in our 22 thoughts around oil and gas. But again, our story, I think the Mossack story, what we've really been, you know, telling the street is, you know, our non-oil and gas business has so much potential that And I think that as you see our results in the second half of the year, as you see what we're planning to do in 2022, I think as the oil and gas comparables get easier, quite frankly, you'll see the growth in that business really drive the growth of the total company. Okay.

Thank you.

Thanks, Brent.

Our next question comes from Andy Kaplowitz with Citigroup. Hey, good morning, guys.

Good morning, Andy. Good morning.

Jose, I just want to follow up on Intran in the sense that maybe a little more color around historical growth and margin characteristics, I guess, you gave us. And then can we talk a little bit more about the synergies you expect between Intran and your legacy electric transmission business? It's interesting because you talked about the complementary geographic fit, but as you know, it's been a little bit more difficult sledding in terms of execution for your legacy electrical business. So do you think the increased scale of electrical flux of new management can help with the overall execution in that segment?

Yeah, it's a great question, Andy. So we've got, you know, as we think about our business, we obviously have our transmission piece, which is mostly a union business, which will complement Intran really well. We've got a non-union distribution business, which is within our communications segment, which has historically been there, which is a very strong business as well, right? So we've got A really nice presence across a lot of different customers across the country. There's no doubt that, you know, Intran's reputation, their workforce, you know, gives us a ton of potential. One of the things that we really like about the Intran deal is their customers-based need for gas infrastructure work, right? So it's an area that Intran hasn't really focused on in the past. It's an area... that we think we're really good at. So again, we think it opens up a huge market for us, for the rest of the MOSTECH businesses that can operate in that space. So I think there's going to be tons of cross-sell opportunities, even on the power generation side for a number of their customers that are, whether they're doing renewable projects or different kind of projects, it's a whole new customer base that opens up for us that we haven't had tremendous exposure to in the past. So I think there's a lot of benefits, you know, obviously a lot of intangible ones. We've only talked about the tangible ones for now. They're a great company on its own. You know, they've been growing at 20% over the course of the last 10 years. So it's just a really good company with a great metrics and growth profile, and we expect them to continue operating at those levels.

Very helpful. And then, Jose, I've got to ask you about, you know, in May here, which suggests good confidence in the growth, which I think we all understand. If I do a little bit of math, it looks like maybe something like high single-digit organic growth. So maybe you can talk a little bit more about that, if I'm sort of right in thinking about that. And is it just because you have such good visibility in that communications ramp? We already talked about clean energy, and obviously the acquisition is ramping up.

Yeah, I think if you – so let me address your – one of your points in your question, right? If you look at what we're saying for 22, right? And you start with the premise that our oil and gas business would be at a midpoint. So it means it would be down seven to 800 million next year. And we're talking about the business being up $800 million, right? So the business in totality would be up $1.7 billion in 2022 versus 21, with roughly, you know, $500, $600 of that being acquisition-driven from Intran. So the balance of that would be growth. So, you know, I think the 9% would be off. I think it would be really strong double-digit growth across the balance of our business. And I think that's what we're seeing, right? So that's what we're managing to. We're trying to prepare. And then if you actually model that out to 23% with the organic growth rates that we're having in the non-oil and gas business, with an oil and gas business that has a pretty easy comp in 23 versus 22, I think you begin to see what the growth profile of MOSTIC could become. And that's really what we're managing to. That's how we're preparing ourselves. That's how we're trying to grow our resources and really prepare ourselves for the future. Appreciate it, Jose. Thank you, Andy.

Our next question comes from Noel Diltz with Stifel.

Hi, guys, and congrats again on the good quarter. I wanted to circle back to the engineering acquisition, the buyer's engineering acquisition. Could you kind of discuss if engineering capabilities are becoming more important to your customers in any of your key end markets? And, you know, if there are any other areas of the business where you're looking at, you know, potentially bringing more of those engineering capabilities in-house. Thanks.

Sure, Noelle. So what we're seeing, especially in the telecom market, right, with all of this new investment that's coming in, there's new players, even the existing players that have been in the market for a long time, right, their business is changing. So you have these massive, you know, fiber builds that are going to happen all over the country by a lot of different players, right, some incumbent, some new. with an engineering subset of people and resources that hasn't really changed in a long time. So there's no question that even in the last couple years when we saw those heavy fiber builds, one of the big issues going into it was the engineering side of the business. It was hard to find qualified engineers. It was hard to get in front of the engineering team. So I think that's only going to exacerbate and get much worse. So the ability to have that on staff, and more importantly, help them manage their business and grow into it. You know, we're super excited about that acquisition. It's obviously, you know, from a dollar perspective, it wasn't that big of a deal. But it comes with a lot of people, right? There are 900 people. That number has grown substantially just in the last few months. Our challenge with that business is we've got to significantly scale it even from where it's at today, right? So 21 is going to be a year of significant investment in that business. I don't think that, you know, we're not going to get great returns out of that business in 21 because we're going to really focus on scaling it. We're going to look at how we can focus on some of the other engineering assets we have in-house and some of our India capabilities to really help them propel their business. But the reality is the opportunity is there for that business to be dramatically bigger than it is today. And with the right investments, we think we're going to put ourselves in a really unique position today. you couple that with the market opportunity, which isn't just doing engineering services but going to our customers and telling them, look, we can give you a full turnkey approach, right? You need the engineering services, but we want to bundle it with construction. There's less handoffs. There's one choke to throat. That's really resonating within the customer subset that we've been talking to. So, you know, again, with what's coming, which is substantial, and our ability to gear up and our ability to perform multiple services, I think this is going to be a fantastic deal for us.

Okay, great. Very helpful. And then, you know, on the oil and gas business, you mentioned that, you know, there's still pretty robust demand for maintenance and replacement work. You know, could you kind of give us a sense of, as you look out to that, you know, one and a half to two billion kind of steady state revenue for that business, you know, how much you're thinking, how you're thinking about the kind of more recurring or maintenance elements of that revenue and if you're kind of actively working to grow that side of the business? Thanks.

Look, I think two-thirds of it will end up being, you know, maintenance-driven, and a third of it will be project-driven. Again, you know, it's hard to know what's going to happen, you know, two years out, a year and a half out. I think what we're seeing in the business today is an improving environment. There's no question that the financials of these companies have improved. You know, the sentiment today is completely different than it was, you know, nine months ago, right? So... Does it mean that they're building projects today? No. Do I think they're talking about, you know, do I think they're looking at their capital plans and reassessing based on the strength of their financial condition? You know, absolutely they are because we see it every day, right? So, you know, our hope over time is that, you know, the targets that we've put out end up being really conservative, but I don't think we're ready to call that yet, right? And, you know, we're comfortable with the targets we've put out. We're comfortable with our ability to continue to build on the maintenance side of the business that we have today. And, you know, we think that the levels that we're talking are very achievable.

Great.

Thank you.

Thanks, Noel.

Our next question comes from Adam Tallheimer with Thompson Davis.

Hey, good morning, guys. Great quarter. Jose, I wanted to start on the wire line opportunity and RDOF. What's your latest thoughts on the timing there?

Good morning, Adam. Look, I think it's like everything else, right? Everybody gets really excited, and then we realize that there's a lot of work to do before some of this stuff actually hits it into the ground. It's really active. I mean, we're extremely active in that business. We're in the middle of lots of different type of work with lots of different type of customers. I think we're going to see construction activity in the second half of 2021 with significant ramps going into that third, fourth quarter into 22. I think 22 is going to be just an unbelievable year relative to what we're seeing in the market. Again, I think we start a lot of that work in Q3, Q4, but the reality is 22 is just going to be an awesome year relative to that.

Okay. And then, you know, Intran, obviously, a little bit more distribution-focused than transmission-focused. Can you talk about how that changes your transmission segment over time, the risk profile?

Well, it's mostly MSA-driven recurring work, right? So I think it's from a – you know, I don't know that one's more riskier than the other. I think they're both very good businesses. It obviously makes the business very consistent, right? So I think it's important to participate in both. I think both are going to have tremendous growth opportunities, and I think it just maximizes the efficiency of that business. I think there will be opportunities, again, for cross-sell and also for career paths for employees. So it's going to really strengthen that side of the market for us. It gives us scale, which I think we've been lacking. I think that's been one of the issues in our market. So between, you know, and again, it was a business that we already expected and anticipated growth in. So, you know, we had set out a billion-dollar target in that business, irrespective of acquisitions. You know, Intran makes that bigger. It probably makes the, you know, our ultimate goals in that business bigger as well. But I think it just allows us to grow that business at a faster pace, you know, starting now, right? Perfect. Thanks, Jose.

Thanks, Adam.

Our next question comes from Jamie Cook with Credit Suisse.

Hi, good morning and nice quarter. I guess, Jose, obviously the quarter was very strong and earnings have been very strong, but the comments I get from clients are still the majority of the profits are driven by oil and gas versus the segments that people want to see the profit dollars from just on a relative basis. So when do you think is that tipping point where the other businesses are you know, comprise a bigger part of the profitability. And then my second question, obviously, that acquisition you did was a nice acquisition, helps with the profitability. I'm just wondering, do you see line of sight of a couple more of these that you could sort of tuck in that could sort of accelerate the margin growth in the non-oil and gas segments? Thanks.

Yeah, it's a great question, Jamie, right? And we know that you know, we know that concern exists. You know, it's what we've been talking about since, you know, the third quarter of last year. You know, I think if I take a step back right out of the, you know, we obviously live this day to day, but I think, you know, we're in the midst of a remarkable transformation at Mostek. If you would have thought that our oil and gas business was going to do what, you know, what we're projecting it to do, and we'd still be able to grow our business and and produce record results. I don't think anybody would have believed this a year ago, and I think we're in the middle of that, right? It's not like you turn on the switch, but I think we've laid out the plan, and I think we're laying out the timeline that we think is very achievable. If you look at our second half of 2021, and I think this is at the crux of the Mostic story, right? When we look at our third and fourth quarter, We expect non-oil and gas revenues from last year, so 21 to 20, to increase 44% from a top-line perspective and almost 75% from an EBITDA perspective. So I think you're going to see it in 21, right? I think we're on the cusp of really starting to deliver significant earnings in our oil and gas business and enter 2022 with incredible momentum, right? And we believe that, right? We see the investments that we're making. We see how our jobs are lining up. We've got, you know, tremendous growth in the second half of the year versus the first half of the year in, you know, our non-oil and gas businesses. So our job is to execute, right? Our job is to perform on those jobs and deliver the margin profiles that we can. We don't have any expectations of, you know, dramatically outsized margins. These are, you know, we think very realistic expectations, and it gets us to those growth levels. And I think if we can achieve those growth levels – You know, I think the story speaks for itself, and I'm highly confident we will. To your second question on acquisitions, look, I mean, Intran was a big deal for us, right, from a pure purchase price perspective. Are there other deals of that size out there? The answer is yes. There's also a lot of other deals that aren't as big, right? So there's a really nice mix of deal opportunities that exist out there. Again, we're trying to pick the ones that we think make the most sense for us. One of the things that I'm incredibly proud of, if you look at the acquisitions that we made in the first quarter, we spent roughly $90 million on We paid down debt in the first quarter. We fully funded the price of those acquisitions with cash flow from operations in the quarter, and I think that's remarkable. We're going to have great cash flow for the balance of the year. George talked about our cash flow exceeding our net income. Even the acquisitions that we made in the second quarter, we're going to make great strides in paying off the majority of those acquisitions in 2021 with cash flow generated from the business. Again, that's a remarkable story. It changes the profile of our business. We're using cash flow from operations to fund a lot of these acquisitions. We're going to be in a great profile from a balance sheet perspective at year end. We think we have a lot of capacity to do more of these, and we're going to do them, right? To the extent that they make sense for our business and they put us in a position to continue to grow and deliver for our customers, we're going to be aggressive around that. So, again, I think, you know, I know we keep saying it, but, you know, we're truly in a privileged spot, and it's very exciting times at Mostek.

Okay. Thank you.

Thanks, Jamie.

Our next question comes from Justin Hawk with Robert W. Baird.

Yeah, hi. Good morning. I was just trying to understand the organic guidance change a little bit more. I mean, it sounds like about $70 million in revenue and $20 million of EBIT does is outside of Intran. But you beat by more than that in the first quarter. And, you know, I guess if I look at communications, your revenue expectation is a little bit lower than what you had, and so is the margin in clean energy. So I'm just trying to understand – you know, organically, was it just, you know, flowing through the first quarter or has anything changed in your outlook for the balance of the year?

Yeah, I mean, there's no question that some of our oil and gas, you know, pushed into Q1, right? We did do some work in Q1 that we would have expected to do in later quarters. You know, that makes up the piece of earnings that didn't flow through in the year. But again, I think what's really important and And I know that there's a lot of modeling out there, but the reality is when you look at the second half of the year, our oil and gas business will be probably flattish from a top-line perspective. If you look at the margin profile that we've laid out for oil and gas for the year, you're going to come to high teens margins for the oil and gas business in the second half. That compares to, you know, high 20 margins in the second half of last year. So if you look at the consensus analyst estimates out there in our oil and gas business in the second half of the year, you know, we're going to be down roughly $150 million in EBITDA in our oil and gas business in Q3 and Q4, and we're making that up in the rest of our business. And I think that's the transformation that we're talking about, right? So our non-oil and gas organic growth in the second half of 2021 is off the charts. And when we deliver on that, I think that the story comes together perfectly. And that's what we've been saying since the third quarter of last year. We're going to execute to that. And I think that that will become very tangible and visible as we keep reporting our quarters out for the year. Okay.

I appreciate that. My second question, more of a clarification. On the purchase price for Intran, the seven times, is that based on the cash purchase price, the $420 million and Can you maybe talk about the earnouts? How much is that, and what's that tied to, just to kind of think about that?

Yeah, the earnout is solely for 2021 performance. So based on their performance in 2021, if it exceeds trailing EBITDA, then there's a kicker. So whatever we pay in addition in the earnout will actually be diluted to the purchase price multiple.

Got it.

Thank you.

Appreciate it. Thank you.

Our next question comes from Sean Eastman with KeyBank Capital Markets.

Hi, guys. Thanks for taking my questions. Hey, Sean. Just following up on that last one, I'd just like to try and flesh out kind of the targets you have set for Intran, you know, maybe over the next 12 or 24 months. And, you know, also, you know, I'm trying to figure out how accretive it's going to be next year with a full-year contribution, but... I guess just looking back over the historical period, 23% growth CAGR over 10 years. You know, what are you expecting to do with that? And do you think you can, you know, get margin expansion relative to the standalone performance?

Yeah. So, I mean, to your questions, right, we've talked about it being, you know, 550 million trailing 12 months. We would expect them to grow at double digits, right? It's a good market. That's not inclusive of any cross-sell opportunities that we can create at Maastricht. So the reality is that, you know, on a full company basis, we expect, you know, really strong growth in this business. For 2021, we've got built about $330 million of revenue for the balance of the year than the terms that we'll own it. Again, you know, for 22, we would probably expect somewhere in the $600 million range. We do think we can improve their margins over time. And, again, I mean, when we're looking at 22, right, it's important to look at the total company, right? So, you know, what we're saying is, you know, we expect a down year in oil and gas in 22 offset by a lot of growth across all of our businesses, inclusive of insurance, right? So if we can hit a $9 billion revenue number in an environment where oil and gas went down, you know, 700 million-ish, right, Again, it's a billion five of growth. Obviously, the difference between the 330 that we'll have in this year and what we think they can do in the full year of 20 would be part of that, and the balance would be the organic growth in the rest of our business.

Okay, helpful. And a bit of a more abstract one, but I was just thinking about the opportunity for oil and gas even to be sort of retooled toward this you know, decarbonization agenda, you know, reading a lot about carbon capture and how that'll require a lot of pipe infrastructure to transport the CO2. What do you see in there? Is that interesting?

Yeah, super interesting, right? And it's a great opportunity. And, you know, the challenge is, again, not getting ahead of the story, right? So I think, you know, I think when you look at the customer subset that we traditionally work for, these are companies with, you know, amazing, amazing profiles within their own financials. A lot of them have significant balance sheet capabilities, especially if they continue to pay off debt at the levels that they're paying it off. These companies aren't going away. The idea that these companies won't be around in a couple years, to me, is somewhat insane. So those companies will keep growing their business, and more importantly, they'll retool their businesses for the opportunities that exist. And in that retooling of those businesses, there's going to be lots of opportunities for MOSTIC, and we're going to capture them. So You know, I'm very bullish about that business over the longer term. I just think it's important to set out, you know, realistic expectations versus where the market is. And, again, hopefully we're conservative, right? Hopefully we can be talking in the next six, nine months how our view of our oil and gas business ended up being, you know, more conservative than it should have been.

Okay, got it. And I'm just curious with the C-band deployment, you know, ramping up here, whether QuadGen – is kind of going to be playing an interesting role, whether that acquisition has gotten more interesting as we look out over the, you know, back half of the year.

Look, they've done really well. I mean, it's been a very good acquisition for us. They had an excellent 2020. They actually had a decent start to 21. You know, they're touching lots of different parts of the whole 5G infrastructure. There's lots of different things that we're doing that haven't traditionally been done you know, necessarily the strength of our business, but they're a phenomenal company. They've got great resources. You know, there's lots of things that we can offer our customers relative to their skill set, and that's only going to continue to grow. Okay, terrific.

I appreciate the insights. Thanks, Jose. All right, thanks.

And our final question comes from Noel Diltz with Stiefel. Hi.

Thanks again. So, you know, when I look at all of these drivers of the market, you've got, you know, RDOF, wireless picking up on potentially, you know, this infrastructure bill coming through. It just seems like not just in telecom, but across the business that you really could see a very, you know, tight labor market and strong demand for capacity. First, I guess, you know, how are you thinking about that? And, you know, are you starting to ramp resources and training again? And second, what do you think this could mean from a price perspective? It feels like it's been a while since we really talked about pricing coming through, but with all of the demand out there, it feels like it's a possibility over the next few years. So any thoughts on that would be great. Thanks.

Look, we view ourselves as an employer of choice in the market. We've done a lot to really bring in talent and grow talent and really train people, and I think we've done that consistently over the years. We've talked a lot about it. We continue to do that, right? You know, there's different points and times where we scale up one business more than the other. There are parts of our business today that we've got significant training going on. There's other parts of our business where we feel comfortable where we're at today, and we know that that's going to change over time. So I think we're very good at adapting to the requirements of the market and of bringing in the right people to help us. I think that's part of our margin profile, and some of the challenges that we've had in some of these businesses from a margin perspective has just been you know, the significant additions that we've been doing to our team in terms of adding people and training people. With all of that said, right, our customers recognize that this is a significant issue. Our customers are fully aware of the fact that, you know, labor is going to be a constraint in coming years, and I think we position ourselves with our customers as a true thought leader behind that and one that can really help them execute their project. So I don't think pricing will ever be an issue around that. I think it's a well-recognized issue. I think over time when you get into very tight markets, it tends to be a better situation for contractors. At the end of the day, we're here to service our customers for a long period of time, so we're going to work with them. But, you know, that's a good position to be in, right, to be what we think is an employer of choice, working for a great company where you can build a career, not just a job. And at the same time, you know, for us to be able to fulfill our customers' needs, you know, we think those combine and make a lot of sense together.

Perfect. Thank you.

Thanks, Noel.

And that concludes today's question and answer session. I'd like to turn the conference back to Jose Mas for any additional or closing remarks.

Again, just want to thank everybody for participating today, and we look forward to updating you on our second quarter call. Thank you.

And that does conclude today's conference. We thank you for your participation. You may now disconnect.