Technology
MasTec Announces Fourth Quarter and Annual 2024 Financial Results With Record Backlog and Provides Initial 2025 Guidance
Published
2 years agoon
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Record Fourth Quarter and Annual Revenue of $3.4 Billion and $12.3 Billion, RespectivelyRecord Full Year 2024 Cash Flow from Operations Increased 63% to $1.1 Billion Record 18-Month Backlog of $14.3 BillionFourth Quarter Reduction in Net Debt of $318 Million, with Net Debt Leverage Ratio Reduced to 1.8×2024 Results Include GAAP Net Income of $199.4 Million, Adjusted Net Income of $348.3 Million, Adjusted EBITDA of $1.0 Billion, Diluted Earnings Per Share of $2.06 and Adjusted Diluted Earnings Per Share of $3.95Issuing Initial Annual 2025 Guidance Including Revenue of $13.45 Billion, a 9% Increase Over 2024, GAAP Net Income of $327 Million to $366 Million, Adjusted EBITDA of $1.10 Billion to $1.15 Billion, with Diluted Earnings Per Share of $3.75 to $4.24, and Adjusted Diluted Earnings Per Share of $5.35 to $5.84
CORAL GABLES, Fla., Feb. 27, 2025 /PRNewswire/ — MasTec, Inc. (NYSE: MTZ) today announced 2024 fourth quarter and full year financial results and issued its initial 2025 guidance expectation.
For the Fourth Quarter:
Fourth quarter 2024 revenue was $3.4 billion, compared to $3.3 billion for the fourth quarter of 2023. GAAP net income was $84.7 million, or 2.5% of revenue, and diluted earnings per share were $0.95, compared to $1.2 million, or $0.01 per diluted share, in the fourth quarter of 2023.
Fourth quarter 2024 adjusted net income and adjusted diluted earnings per share, both non-GAAP measures, were $124.0 million and $1.44, respectively, as compared to $48.0 million and $0.61, respectively, in the fourth quarter of 2023.
Fourth quarter 2024 adjusted EBITDA, also a non-GAAP measure, was $270.9 million, compared to $226.5 million in the fourth quarter of 2023. Fourth quarter 2024 adjusted EBITDA margin rate was 8.0% of revenue, a 110 basis point improvement over the fourth quarter of 2023.
18-month backlog as of December 31, 2024, was a record $14.3 billion, a $1.9 billion increase over 2023 and a $440 million increase sequentially from the third quarter of 2024.
Fourth quarter 2024 Cash Flow from Operations was very strong at almost $472 million, enabling further net debt reduction. Net debt leverage ratio also improved well ahead of expectations to 1.8x at year-end.
For the Full Year:
Full year performance improved significantly over 2023. For the year ended December 31, 2024, revenue was $12.3 billion, compared to $12.0 billion for the prior year. GAAP net income was $199.4 million, or 1.6% of revenue, and diluted earnings per share were $2.06, compared to a net loss of $47.3 million, or a loss of $0.64 per diluted share in 2023.
Full year 2024 adjusted net income and adjusted diluted earnings per share, both non-GAAP measures, were $348.3 million and $3.95, respectively, compared to $144.1 million and $1.81, respectively, for 2023.
Full year 2024 adjusted EBITDA, also a non-GAAP measure, was up 19% to $1.0 billion, compared to $846.4 million in 2023. Full year 2024 adjusted EBITDA margin rate was up 110 basis points to 8.2% compared to 7.1% last year.
Adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDA margin, and net debt, which are all non-GAAP measures, exclude certain items that are detailed and reconciled to the most comparable GAAP-reported measures in the attached Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures.
Jose Mas, MasTec’s Chief Executive Officer, commented, “Third and fourth quarter financial performance showed substantial improvement in 2024 giving us great momentum into 2025. By focusing on execution, we saw nice margin expansion, exceeding our expectations, and we saw almost $2 billion in backlog growth for the company during the year, a leading indicator of the strong growth opportunities ahead of us.”
Mr. Mas continued, “I’d once again like to thank the men and women of MasTec who work hard every day improving our business. Our people are building, maintaining, and improving our nation’s energy, communications, transportation, and industrial infrastructure that we all rely on.”
Paul DiMarco, MasTec’s Executive Vice President, and Chief Financial Officer, noted, “We saw continued improvement in our balance sheet, driven by improvement in both earnings and our working capital, resulting in $1.1 billion of cash flow generated by operations for the year. With net debt leverage at a comfortable 1.8x adjusted EBITDA, we are positioned to shift back to a more balanced, return focused capital allocation framework.”
2025 Outlook:
Based on the information available today, the Company is providing both first quarter and full year 2025 guidance. The Company currently expects full year 2025 revenue to be $13.45 billion, a record level. 2025 full year GAAP net income and diluted earnings per share are expected in the range of $327 to $366 million, and $3.75 to $4.24, respectively. Full year 2025 adjusted EBITDA is expected to range from $1.10 to $1.15 billion, representing 8.2 – 8.5% of revenue, and adjusted diluted earnings per share is expected to range from $5.35 to $5.84.
For the first quarter of 2025, the Company expects revenue of approximately $2.7 billion. First quarter 2025 GAAP net loss is expected to be $1 million, compared to a net loss of $34.5 million in the first quarter of 2024. First quarter 2025 GAAP diluted loss per share is expected to be $0.05, compared to a diluted loss per share of $0.53 in the first quarter of 2024. First quarter 2025 adjusted EBITDA is expected to be $160 million or 5.9% of revenue, with adjusted diluted earnings per share expected to be $0.34.
In the first quarter of 2025, the Company made changes to its Communications and Power Delivery segment structure to more closely align with the segments’ end markets and to better correspond with the operational management reporting structure of both segments. These changes included moving a component with utility operations previously reported in the Communications segment to the Power Delivery segment.
Management will hold a conference call to discuss these results on Friday, February 28, 2025 at 9:00 a.m. Eastern Time. The call-in number for the conference call is (856) 344-9221 or (888) 394-8218 with a pass code of 1616296. Additionally, the call will be broadcast live over the Internet and can be accessed and replayed through the Investors section of the Company’s website at www.mastec.com. The webcast replay will be available for at least 30 days.
The following tables set forth the financial results for the periods ended December 31, 2024 and 2023:
Consolidated Statements of Operations
(unaudited – in thousands, except per share information)
For the Three Months Ended
December 31,
For the Years Ended
December 31,
2024
2023
2024
2023
Revenue
$ 3,403,101
$ 3,280,083
$ 12,303,464
$ 11,995,934
Costs of revenue, excluding depreciation and amortization
2,966,594
2,912,370
10,675,987
10,613,762
Depreciation
76,996
108,611
366,765
433,929
Amortization of intangible assets
38,184
42,981
139,853
169,233
General and administrative expenses
183,017
178,190
684,508
698,899
Interest expense, net
43,587
59,741
193,266
234,405
Equity in earnings of unconsolidated affiliates, net
(8,075)
(7,262)
(30,228)
(30,697)
Loss on extinguishment of debt
—
—
11,344
—
Other expense (income), net
6,367
(14,562)
11,006
(40,893)
Income (loss) before income taxes
$ 96,431
$ 15
$ 250,963
$ (82,704)
(Provision for) benefit from income taxes
(11,730)
1,177
(51,542)
35,408
Net income (loss)
$ 84,702
$ 1,192
$ 199,421
$ (47,296)
Net income attributable to non-controlling interests
9,962
439
36,633
2,653
Net income (loss) attributable to MasTec, Inc.
$ 74,740
$ 753
$ 162,788
$ (49,949)
Earnings (loss) per share:
Basic earnings (loss) per share
$ 0.96
$ 0.01
$ 2.09
$ (0.64)
Basic weighted average common shares outstanding
78,185
77,879
78,049
77,535
Diluted earnings (loss) per share
$ 0.95
$ 0.01
$ 2.06
$ (0.64)
Diluted weighted average common shares outstanding
79,053
78,288
78,880
77,535
Consolidated Balance Sheets
(unaudited – in thousands)
December 31,
2024
December 31,
2023
Assets
Current assets
$ 3,652,530
$ 3,974,253
Property and equipment, net
1,548,916
1,651,462
Operating lease right-of-use assets
396,151
418,685
Goodwill, net
2,203,077
2,126,366
Other intangible assets, net
727,366
784,260
Other long-term assets
447,235
418,485
Total assets
$ 8,975,275
$ 9,373,511
Liabilities and equity
Current liabilities
$ 2,999,699
$ 2,837,219
Long-term debt, including finance leases
2,038,017
2,888,058
Long-term operating lease liabilities
261,303
292,873
Deferred income taxes
362,772
390,399
Other long-term liabilities
326,141
243,701
Total liabilities
$ 5,987,932
$ 6,652,250
Total equity
$ 2,987,343
$ 2,721,261
Total liabilities and equity
$ 8,975,275
$ 9,373,511
Consolidated Statements of Cash Flows
(unaudited – in thousands)
For the Years Ended
December 31,
2024
2023
Net cash provided by operating activities
$ 1,121,625
$ 687,277
Net cash used in investing activities
(157,490)
(178,061)
Net cash used in financing activities
(1,090,234)
(350,998)
Effect of currency translation on cash
(3,559)
751
Net (decrease) increase in cash and cash equivalents
$ (129,658)
$ 158,969
Cash and cash equivalents – beginning of period
$ 529,561
$ 370,592
Cash and cash equivalents – end of period
$ 399,903
$ 529,561
Backlog by Reportable Segment (unaudited – in millions)
December 31,
2024
September 30,
2024
December 31,
2023
Communications
$ 6,010
$ 5,855
$ 5,627
Clean Energy and Infrastructure
4,244
4,141
3,115
Power Delivery
3,309
3,160
2,440
Pipeline Infrastructure
735
702
1,225
Other
—
—
—
Estimated 18-month backlog
$ 14,298
$ 13,858
$ 12,407
Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others. Estimated backlog represents the amount of revenue we expect to realize over the next 18 months from future work on uncompleted construction contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options. Our estimated backlog also includes amounts under master service and other service agreements and our proportionate share of estimated revenue from proportionately consolidated non-controlled contractual joint ventures. Estimated backlog for work under master service and other service agreements is determined based on historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers.
Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures
(unaudited – in millions, except for percentages and per share information)
For the Three Months Ended
December 31,
For the Years Ended
December 31,
Segment Information
2024
2023
2024
2023
Revenue by Reportable Segment
Communications
$ 975.3
$ 759.9
$ 3,460.0
$ 3,259.5
Clean Energy and Infrastructure
1,257.8
1,067.4
4,092.1
3,962.0
Power Delivery
762.1
658.0
2,682.1
2,735.1
Pipeline Infrastructure
429.5
802.2
2,133.6
2,072.8
Other
—
—
—
—
Eliminations
(21.6)
(7.4)
(64.3)
(33.5)
Consolidated revenue
$ 3,403.1
$ 3,280.1
$ 12,303.5
$ 11,995.9
For the Three Months Ended
December 31,
For the Years Ended
December 31,
Adjusted EBITDA and EBITDA Margin by Segment
2024
2023
2024
2023
EBITDA
$ 255.2
7.5 %
$ 211.3
6.4 %
$ 950.8
7.7 %
$ 754.9
6.3 %
Non-cash stock-based compensation expense (a)
8.6
0.3 %
9.0
0.3 %
32.7
0.3 %
33.3
0.3 %
Loss on extinguishment of debt (a)
—
— %
—
— %
11.3
0.1 %
—
— %
Changes in fair value of acquisition-related contingent items (a)
7.1
0.2 %
(4.8)
(0.1) %
10.7
0.1 %
(13.9)
(0.1) %
Acquisition and integration costs (b)
—
— %
11.0
0.3 %
—
— %
71.9
0.6 %
Losses on fair value of investment (a)
—
— %
—
— %
—
— %
0.2
0.0 %
Adjusted EBITDA
$ 270.9
8.0 %
$ 226.5
6.9 %
$ 1,005.6
8.2 %
$ 846.4
7.1 %
Segment:
Communications
$ 96.5
9.9 %
$ 57.7
7.6 %
$ 333.7
9.6 %
$ 291.7
8.9 %
Clean Energy and Infrastructure
104.3
8.3 %
51.7
4.8 %
257.0
6.3 %
169.5
4.3 %
Power Delivery
54.4
7.1 %
52.8
8.0 %
187.7
7.0 %
216.3
7.9 %
Pipeline Infrastructure
58.5
13.6 %
95.5
11.9 %
389.4
18.3 %
284.4
13.7 %
Other
9.0
NM
6.8
NM
26.2
NM
25.0
NM
Segment Total
$ 322.7
9.5 %
$ 264.5
8.1 %
$ 1,194.1
9.7 %
$ 986.9
8.2 %
Corporate
(51.8)
—
(38.0)
—
(188.5)
—
(140.5)
—
Adjusted EBITDA
$ 270.9
8.0 %
$ 226.5
6.9 %
$ 1,005.6
8.2 %
$ 846.4
7.1 %
NM – Percentage is not meaningful
(a)
Non-cash stock-based compensation expense, loss on extinguishment of debt, changes in fair value of acquisition-related contingent items, losses on the fair value of an investment are included within Corporate EBITDA.
(b)
For the year ended December 31, 2023, Communications, Clean Energy and Infrastructure and Power Delivery EBITDA included $22.5 million, $37.1 million and $8.5 million, respectively, of acquisition and integration costs, and Corporate EBITDA included $3.8 million of such costs.
Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures
(unaudited – in millions, except for percentages and per share information)
For the Three Months Ended
December 31,
For the Years Ended
December 31,
EBITDA and Adjusted EBITDA Reconciliation
2024
2023
2024
2023
Net income (loss)
$ 84.7
2.5 %
$ 1.2
0.0 %
$ 199.4
1.6 %
$ (47.3)
(0.4) %
Interest expense, net
43.6
1.3 %
59.7
1.8 %
193.3
1.6 %
234.4
2.0 %
Provision for (benefit from) income taxes
11.7
0.3 %
(1.2)
(0.0) %
51.5
0.4 %
(35.4)
(0.3) %
Depreciation
77.0
2.3 %
108.6
3.3 %
366.8
3.0 %
433.9
3.6 %
Amortization of intangible assets
38.2
1.1 %
43.0
1.3 %
139.9
1.1 %
169.2
1.4 %
EBITDA
$ 255.2
7.5 %
$ 211.3
6.4 %
$ 950.8
7.7 %
$ 754.9
6.3 %
Non-cash stock-based compensation expense
8.6
0.3 %
9.0
0.3 %
32.7
0.3 %
33.3
0.3 %
Loss on extinguishment of debt
—
— %
—
— %
11.3
0.1 %
—
— %
Changes in fair value of acquisition-related contingent items
7.1
0.2 %
(4.8)
(0.1) %
10.7
0.1 %
(13.9)
(0.1) %
Acquisition and integration costs
—
— %
11.0
0.3 %
—
— %
71.9
0.6 %
Losses on fair value of investment
—
— %
—
— %
—
— %
0.2
0.0 %
Adjusted EBITDA
$ 270.9
8.0 %
$ 226.5
6.9 %
$ 1,005.6
8.2 %
$ 846.4
7.1 %
For the Three Months Ended
December 31,
For the Years Ended
December 31,
Adjusted Net Income Reconciliation
2024
2023
2024
2023
Net income (loss)
$ 84.7
$ 1.2
$ 199.4
$ (47.3)
Adjustments:
Non-cash stock-based compensation expense
8.6
9.0
32.7
33.3
Amortization of intangible assets
38.2
43.0
139.9
169.2
Loss on extinguishment of debt
—
—
11.3
—
Changes in fair value of acquisition-related contingent items
7.1
(4.8)
10.7
(13.9)
Acquisition and integration costs
—
11.0
—
71.9
Losses on fair value of investment
—
—
—
0.2
Total adjustments, pre-tax
$ 53.9
$ 58.2
$ 194.6
$ 260.8
Income tax effect of adjustments (a)
(13.7)
(16.0)
(44.8)
(74.0)
Statutory and other tax rate effects (b)
(0.9)
4.6
(0.9)
4.6
Adjusted net income
$ 124.0
$ 48.0
$ 348.3
$ 144.1
Net income attributable to non-controlling interests
10.0
0.4
36.6
2.7
Adjusted net income attributable to MasTec, Inc.
$ 114.0
$ 47.6
$ 311.7
$ 141.4
(a)
Represents the tax effects of the adjusted items that are subject to tax, including the tax effects of non-cash stock-based compensation expense, including from share-based payment awards. Tax effects are determined based on the tax treatment of the related item, the incremental statutory tax rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income.
(b)
Represents the effects of statutory and other tax rate changes for the years ended December 31, 2024 and 2023.
Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures
(unaudited – in millions, except for percentages and per share information)
For the Three Months Ended
December 31,
For the Years Ended
December 31,
Adjusted Diluted Earnings per Share Reconciliation
2024
2023
2024
2023
Diluted earnings (loss) per share
$ 0.95
$ 0.01
$ 2.06
$ (0.64)
Adjustments:
Non-cash stock-based compensation expense
0.11
0.11
0.41
0.43
Amortization of intangible assets
0.48
0.55
1.77
2.16
Loss on extinguishment of debt
—
—
0.14
—
Changes in fair value of acquisition-related contingent items
0.09
(0.06)
0.14
(0.18)
Acquisition and integration costs
—
0.14
—
0.92
Losses on fair value of investment
—
—
—
0.00
Total adjustments, pre-tax
$ 0.68
$ 0.74
$ 2.47
$ 3.33
Income tax effect of adjustments (a)
(0.17)
(0.20)
(0.57)
(0.94)
Statutory and other tax rate effects (b)
(0.01)
0.06
(0.01)
0.06
Adjusted diluted earnings per share
$ 1.44
$ 0.61
$ 3.95
$ 1.81
(a)
Represents the tax effects of the adjusted items that are subject to tax, including the tax effects of non-cash stock-based compensation expense, including from share-based payment awards. Tax effects are determined based on the tax treatment of the related item, the incremental statutory tax rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income.
(b)
Represents the effects of statutory and other tax rate changes for the years ended December 31, 2024 and 2023.
Calculation of Net Debt
December 31,
2024
December 31,
2023
Current portion of long-term debt, including finance leases
$ 186.1
$ 177.2
Long-term debt, including finance leases
2,038.0
2,888.1
Total Debt
$ 2,224.1
$ 3,065.3
Less: cash and cash equivalents
(399.9)
(529.6)
Net Debt
$ 1,824.2
$ 2,535.7
EBITDA and Adjusted EBITDA Reconciliation
Guidance for the Year
Ended December
31, 2025 Est.
For the Year
Ended December
31, 2024
For the Year
Ended December
31, 2023
Net income (loss)
$ 327 – 366
2.4 – 2.7 %
$ 199.4
1.6 %
$ (47.3)
(0.4) %
Interest expense, net
170
1.3 %
193.3
1.6 %
234.4
2.0 %
Provision for (benefit from) income taxes
98 – 109
0.7 – 0.8 %
51.5
0.4 %
(35.4)
(0.3) %
Depreciation
340
2.5 %
366.8
3.0 %
433.9
3.6 %
Amortization of intangible assets
131
1.0 %
139.9
1.1 %
169.2
1.4 %
EBITDA
$ 1,066 – 1,115
7.9 – 8.3 %
$ 950.8
7.7 %
$ 754.9
6.3 %
Non-cash stock-based compensation expense
34
0.3 %
32.7
0.3 %
33.3
0.3 %
Loss on extinguishment of debt
—
— %
11.3
0.1 %
—
— %
Changes in fair value of acquisition-related contingent items
(0)
(0.0) %
10.7
0.1 %
(13.9)
(0.1) %
Acquisition and integration costs
—
— %
—
— %
71.9
0.6 %
Losses on fair value of investment
—
— %
—
— %
0.2
0.0 %
Adjusted EBITDA
$ 1,100 –1,150
8.2 – 8.5 %
$ 1,005.6
8.2 %
$ 846.4
7.1 %
Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures
(unaudited – in millions, except for percentages and per share information)
Adjusted Net Income Reconciliation
Guidance for the
Year Ended
December 31,
2025 Est.
For the Year
Ended
December 31,
2024
For the Year
Ended
December 31,
2023
Net income (loss)
$ 327 – 366
$ 199.4
$ (47.3)
Adjustments:
Non-cash stock-based compensation expense
34
32.7
33.3
Amortization of intangible assets
131
139.9
169.2
Loss on extinguishment of debt
—
11.3
—
Changes in fair value of acquisition-related contingent items
(0)
10.7
(13.9)
Acquisition and integration costs
—
—
71.9
Losses on fair value of investment
—
—
0.2
Total adjustments, pre-tax
$ 165
$ 194.6
$ 260.8
Income tax effect of adjustments (a)
(38)
(44.8)
(74.0)
Statutory and other tax rate effects (b)
—
(0.9)
4.6
Adjusted net income
$ 454 – 493
$ 348.3
$ 144.1
Net income attributable to non-controlling interests
30
36.6
2.7
Adjusted net income attributable to MasTec, Inc.
$ 424 – 463
$ 311.7
$ 141.4
Adjusted Diluted Earnings per Share Reconciliation
Guidance for
the Year Ended
December 31,
2025 Est.
For the Year
Ended
December 31,
2024
For the Year
Ended
December 31,
2023
Diluted earnings (loss) per share
$ 3.75 – 4.24
$ 2.06
$ (0.64)
Adjustments:
Non-cash stock-based compensation expense
0.43
0.41
0.43
Amortization of intangible assets
1.65
1.77
2.16
Loss on extinguishment of debt
—
0.14
—
Changes in fair value of acquisition-related contingent items
(0.00)
0.14
(0.18)
Acquisition and integration costs
—
—
0.92
Losses on fair value of investment
—
—
0.00
Total adjustments, pre-tax
$ 2.08
$ 2.47
$ 3.33
Income tax effect of adjustments (a)
(0.48)
(0.57)
(0.94)
Statutory and other tax rate effects (b)
—
(0.01)
0.06
Adjusted diluted earnings per share
$ 5.35 – 5.84
$ 3.95
$ 1.81
(a)
Represents the tax effects of the adjusted items that are subject to tax, including the tax effects of non-cash stock-based compensation expense, including from share-based payment awards. Tax effects are determined based on the tax treatment of the related item, the incremental statutory tax rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income.
(b)
Represents the effects of statutory and other tax rate changes for the years ended December 31, 2024 and 2023.
Supplemental Disclosures and Reconciliation of Non-GAAP Disclosures
(unaudited – in millions, except for percentages and per share information)
EBITDA and Adjusted EBITDA Reconciliation
Guidance for the Three
Months Ended March 31, 2025
Est.
For the Three Months Ended
March 31, 2024
Net loss
$ (1)
(0.0) %
$ (34.5)
(1.3) %
Interest expense, net
43
1.6 %
52.1
1.9 %
Benefit from income taxes
(0)
(0.0) %
(11.1)
(0.4) %
Depreciation
79
2.9 %
107.4
4.0 %
Amortization of intangible assets
33
1.2 %
33.7
1.3 %
EBITDA
$ 152
5.6 %
$ 147.6
5.5 %
Non-cash stock-based compensation expense
8
0.3 %
9.7
0.4 %
Changes in fair value of acquisition-related contingent items
(0)
(0.0) %
(4.6)
(0.2) %
Adjusted EBITDA
$ 160
5.9 %
$ 152.8
5.7 %
Adjusted Net Income (Loss) Reconciliation
Guidance for
the Three
Months
Ended March
31, 2025 Est.
For the Three
Months
Ended March
31, 2024
Net loss
$ (1)
$ (34.5)
Adjustments:
Non-cash stock-based compensation expense
8
9.7
Amortization of intangible assets
33
33.7
Changes in fair value of acquisition-related contingent items
(0)
(4.6)
Total adjustments, pre-tax
$ 40
$ 38.8
Income tax effect of adjustments (a)
(9)
(11.1)
Adjusted net income (loss)
$ 30
$ (6.7)
Net income attributable to non-controlling interests
2
6.7
Adjusted net income (loss) attributable to MasTec, Inc.
$ 27
$ (13.4)
Adjusted Diluted Earnings (Loss) per Share Reconciliation
Guidance for
the Three
Months
Ended March
31, 2025 Est.
For the Three
Months
Ended March
31, 2024
Diluted loss per share
$ (0.05)
$ (0.53)
Adjustments:
Non-cash stock-based compensation expense
0.10
0.12
Amortization of intangible assets
0.41
0.43
Changes in fair value of acquisition-related contingent items
(0.00)
(0.06)
Total adjustments, pre-tax
$ 0.51
$ 0.50
Income tax effect of adjustments (a)
(0.12)
(0.14)
Adjusted diluted earnings (loss) per share
$ 0.34
$ (0.17)
(a)
Represents the tax effects of the adjusted items that are subject to tax, including the tax effects of non-cash stock-based compensation expense, including from share-based payment awards. Tax effects are determined based on the tax treatment of the related item, the incremental statutory tax rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income.
The tables may contain slight summation differences due to rounding.
MasTec uses EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, as well as Adjusted Net Income, Adjusted Diluted Earnings Per Share and Net Debt, to evaluate our performance, both internally and as compared with its peers, because these measures exclude certain items that may not be indicative of its core, or underlying, operating results, as well as items that can vary widely across different industries or among companies within the same industry. MasTec believes that these adjusted measures provide a baseline for analyzing trends in its underlying business. MasTec believes that these non-U.S. GAAP financial measures provide meaningful information and help investors understand its financial results and assess its prospects for future performance. Because non-U.S. GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-U.S. GAAP financial measures having the same or similar names. These financial measures should not be considered in isolation from, as substitutes for, or alternative measures of, reported net income, net income margin, diluted earnings per share or total debt, and should be viewed in conjunction with the most comparable U.S. GAAP financial measures and the provided reconciliations thereto. MasTec believes these non-U.S. GAAP financial measures, when viewed together with its U.S. GAAP results and related reconciliations, provide a more complete understanding of its business. Investors are strongly encouraged to review MasTec’s consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.
MasTec, Inc. is a leading infrastructure construction company operating mainly throughout North America across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy, utility and other infrastructure, such as: wireless, wireline/fiber and customer fulfillment activities; power delivery infrastructure, including transmission, distribution, grid hardening and modernization, environmental planning and compliance; power generation infrastructure, primarily from clean energy and renewable sources; pipeline infrastructure, including for natural gas, water and carbon capture sequestration pipelines and pipeline integrity services; heavy civil and industrial infrastructure, including roads, bridges and rail; and environmental remediation services. MasTec’s customers are primarily in these industries. The Company’s corporate website is located at www.mastec.com. The Company’s website should be considered as a recognized channel of distribution, and the Company may periodically post important, or supplemental, information regarding contracts, awards or other related news and webcasts on the Events & Presentations page in the Investors section therein.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include, but are not limited to, statements relating to expectations regarding the future financial and operational performance of MasTec; expectations regarding MasTec’s business or financial outlook; expectations regarding MasTec’s plans, strategies and opportunities; expectations regarding opportunities, technological developments, competitive positioning, future economic conditions and other trends in particular markets or industries; the impact of inflation on MasTec’s costs and the ability to recover increased costs, as well as other statements reflecting expectations, intentions, assumptions or beliefs about future events and other statements that do not relate strictly to historical or current facts. These statements are based on currently available operating, financial, economic and other information, and are subject to a number of significant risks and uncertainties. A variety of factors in addition to those mentioned above, many of which are beyond our control, could cause actual future results to differ materially from those projected in the forward-looking statements. Other factors that might cause such a difference include, but are not limited to: our ability to manage projects effectively and in accordance with our estimates, as well as our ability to accurately estimate the costs associated with our fixed price and other contracts, including any material changes in estimates for completion of projects and estimates of the recoverability of change orders; market conditions, including rising or elevated levels of inflation or interest rates, regulatory or policy changes, including permitting processes, tax incentives and government funding programs that affect us or our customers’ industries, access to capital, material and labor costs, supply chain issues and technological developments, all of which may affect demand for our service; changes to governmental programs and spending policies, including potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act and/or Inflation Reduction Act, including the potential for reduced support for renewable energy projects, changes in U.S or foreign tax laws, statutes, rules, regulations or ordinances, including the impact of, and changes to, tariffs, including the effects of tariffs imposed on oil and gas imported from Canada, tariffs imposed on goods imported from China, including steel and solar panels, and tariffs on all steel and aluminum imports into the United States, or trade policies affecting macroeconomic conditions, including inflation, as well as, the industries we serve and related projects and expenditures that may adversely impact our future financial position or results of operations; risks related to governmental regulation, including uncertainties from the change in the U.S. federal administration; project delays due to permitting processes, compliance with environmental and other regulatory requirements and challenges to the granting of project permits, which could cause increased costs and delayed or reduced revenue; the effect on demand for our services of changes in the amount of capital expenditures by our customers due to, among other things, economic conditions, including potential economic downturns, inflationary issues, tariff effects, the availability and cost of financing, supply chain disruptions, climate-related matters, customer consolidation in the industries we serve and/or the effects of public health matters; activity in the industries we serve and the impact on the expenditure levels of our customers of, among other items, fluctuations in commodity prices, including for fuel and energy sources, fluctuations in the cost of materials, labor, supplies or equipment, and/or supply-related issues that affect availability or cause delays for such items; the outcome of our plans for future operations, growth and services, including business development efforts, backlog, acquisitions and dispositions; risks related to completed or potential acquisitions, including our ability to integrate acquired businesses within expected timeframes, including their business operations, internal controls and/or systems, which may be found to have material weaknesses, and our ability to achieve the revenue, cost savings and earnings levels from such acquisitions at or above the levels projected, as well as the risk of potential asset impairment charges and write-downs of goodwill; our ability to attract and retain qualified personnel, key management and skilled employees, including from acquired businesses, our ability to enforce any noncompetition agreements, and our ability to maintain a workforce based upon current and anticipated workloads; any material changes in estimates for legal costs or case settlements or adverse determinations on any claim, lawsuit or proceeding; the adequacy of our insurance, legal and other reserves; adverse climate and weather events, such as the risk of wildfires, that increase operational and legal risks in certain locations where we perform services, could increase the potential liability and related costs associated with such operations; the highly competitive nature of our industry and the ability of our customers, including our largest customers, to terminate or reduce the amount of work, or in some cases, the prices paid for services, on short or no notice under our contracts, and/or customer disputes related to our performance of services and the resolution of unapproved change orders; the effect of state and federal regulatory initiatives, including risks related to and the costs of compliance with existing and potential future environmental, social and governance requirements, including with respect to climate-related matters; the timing and extent of fluctuations in operational, geographic and weather factors, including from climate-related events, that affect our customers, projects and the industries in which we operate; requirements of and restrictions imposed by our credit facility, term loans, senior notes and any future loans or securities; systems and information technology interruptions and/or data security breaches that could adversely affect our ability to operate, our operating results, our data security or our reputation, or other cybersecurity-related matters; our dependence on a limited number of customers and our ability to replace non-recurring projects with new projects; risks associated with potential environmental issues and other hazards from our operations; disputes with, or failures of, our subcontractors to deliver agreed-upon supplies or services in a timely fashion, and the risk of being required to pay our subcontractors even if our customers do not pay us; risks related to our strategic arrangements, including our equity investments; risks associated with volatility of our stock price or any dilution or stock price volatility that shareholders may experience, including as a result of shares we may issue as purchase consideration in connection with acquisitions, or as a result of other stock issuances; our ability to obtain performance and surety bonds; risks associated with operating in or expanding into additional international markets, including risks from increased tariffs, fluctuations in foreign currencies, foreign labor and general business conditions and risks from failure to comply with laws applicable to our foreign activities and/or governmental policy uncertainty; risks related to our operations that employ a unionized workforce, including labor availability, productivity and relations, as well as risks associated with multiemployer union pension plans, including underfunding and withdrawal liabilities; risks associated with our internal controls over financial reporting; risks related to a small number of our existing shareholders having the ability to influence major corporate decisions, as well as other risks detailed in our filings with the Securities and Exchange Commission. We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Furthermore, forward-looking statements speak only as of the date they are made. If any of these risks or uncertainties materialize, or if any of our underlying assumptions are incorrect, our actual results may differ significantly from the results that we express in, or imply by, any of our forward-looking statements. These and other risks are detailed in our filings with the Securities and Exchange Commission. We do not undertake any obligation to publicly update or revise these forward-looking statements after the date of this press release to reflect future events or circumstances, except as required by applicable law. We qualify any and all of our forward-looking statements by these cautionary factors.
View original content:https://www.prnewswire.com/news-releases/mastec-announces-fourth-quarter-and-annual-2024-financial-results-with-record-backlog-and-provides-initial-2025-guidance-302388008.html
SOURCE MasTec, Inc.
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Technology
Edvance and CWG Launch RealRelay Fintech, AI Agents for Finance with Trust Built First
Published
22 minutes agoon
October 19, 2026By
Edvance and CWG open RealRelay’s third vertical, bringing tested and rated AI agents to finance as MAS sets out how AI in the sector should be governed.
SINGAPORE, Oct. 19, 2026 /PRNewswire/ — On Oct. 17, Edvance International Holdings Limited (HKEX: 1410) (“Edvance”), through its wholly-owned Singapore subsidiary Paradise Matrix Pte. Ltd., and CWG Innovations Pte. Ltd. (“CWG”) today launched RealRelay Fintech, the third vertical on RealRelay.ai, the platform on which organisations build, test and run AI agents without writing code. The launch took place at a one-day youth AI event at Suntec Convention Centre, co-organised by the Digital Defence Alliance Singapore (DDAS) and CWG with the support of the National Youth Council (NYC).
The event was conceptualised, planned and developed by Mr Aaron Ang (linkedin.com/in/aaronangsg), Chief Commercial Officer of CWG, who leads the RealRelay project. Mr Ang built the day around one challenge. Participants were handed a simulated fraud case and asked to use agentic AI to find out what had happened. Within hours they had worked through tens of thousands of transaction records, traced the money, flagged the entries that did not add up and shown how they got there. The same job, done by hand, would take an audit team weeks. The event was graced by Mr Ong Kah Kuang, Assistant Chief Executive of the National Youth Council.
That is what RealRelay Fintech sets out to do. Work that is slow, manual and easy to get wrong, such as reconciling accounts, checking documents and finding the one record in a million that should not be there, becomes something an agent on the platform does accurately, in hours, with every step on record. Fraud detection is the clearest example, and it is where the fintech vertical begins. In finance, though, a fast answer counts for nothing unless the institution can trust it.
Trust comes first
Finance is the sector where trust in AI matters most, and Singapore has moved first. On 7 October the Monetary Authority of Singapore (MAS) issued its Guidelines on AI Risk Management. They cover every financial institution and every form of AI, agents included. Boards are expected to oversee AI risk, keep an inventory of each AI use, manage third-party AI and control the whole life cycle, from testing to monitoring. The guidelines take effect in October 2027. In August, MAS also committed S$220 million under FSTI 4.0 to get AI into the sector faster, including an AI Pathfinder track for solutions listed on PathFin.ai.
Every agent on RealRelay passes through the Trust and Control Layer. The platform’s own security agent tests it before it goes live and tests it again each time it changes. Permissions, logging, retention and access are controlled centrally, and every agent carries a risk rating that covers the data it can touch, the actions it can take and how it behaved under test. That rating, the agent inventory and the full log are the same things MAS now asks financial institutions to keep. The Trust and Control Layer draws on Edvance’s more than 20 years in cybersecurity.
Asked what the launch represents, Mr Ang said:
“Singapore has been clear about how it wants AI to enter finance. Innovate, but with trust and control in place from the start. We believe that is the next phase of fintech, and we built RealRelay Fintech on exactly that principle. The Trust and Control Layer is the foundation of the platform. Every agent is tested before it goes live, and the institution keeps full control over what it can see and do. When people can see that, they stop hesitating. That is how banks, funds and founders will actually put AI to work, and that is what we are here to make possible.”
What RealRelay Fintech does
At launch the vertical covers four areas of work.
Research and analysis. Agents that read filings, news and market data, run scenarios and produce forecasts with the reasoning shown.
Decision documents. Credit memos, investment committee packs, portfolio risk briefs and client review notes, drafted from a firm’s own data and templates.
Fraud, compliance and document checks. Agents that reconcile transactions, flag anomalies, check onboarding documents against policy and keep a record of every check.
Learning. A guided track for students and new joiners, using the same tools professionals use, at a price a student can afford.
Institutional deployments, including Singapore-hosted and on-premises options, are available on request.
Three verticals, one platform
RealRelay has two layers sitting on a Trust and Control Layer. The Token Exchange launched on 30 September 2026 and puts more than 300 mainstream AI models behind one subscription, routing each task to a suitable model at a lower cost than buying them separately. The Agentic Layer sits on top. Users describe what they need in plain language, assemble an agent from ready-made modules, test it and deploy it in one click, with no code. Three verticals run on these layers: education, cybersecurity and now fintech.
Education came first, and it is where the platform found its first users. At the APEX Bootcamp in September, students and young working adults with no technical background built working agents in two days. Interest from educational institutions has followed, and CWG is finalising details with these institutions to provide RealRelay and the full AI ecosystem around it to their students. Fintech now follows the same path, on the same layers and under the same controls.
What comes next
RealRelay Fintech will run a series of masterclasses in parallel with the Singapore FinTech Festival from 18 to 20 November 2026, and CWG is preparing its listing on PathFin.ai. Over 2027, the Trust and Control Layer will be mapped to the MAS guidelines so that an institution can take an agent’s test record straight into its own risk assessment. Agents built to individual institutions’ own policies and templates will follow.
For Edvance, fintech opens a subscription market where the buyers are large, regulated, and now required to show trust and control over the AI they use. Edvance is responsible for commercialising the platform and holds the intellectual property in its cybersecurity agents. The platform is owned and operated from Singapore, and the two companies are preparing to take it global, with partner talks under way and expansion plans already in place.
About Edvance International Holdings Limited
Edvance International Holdings Limited (HKEX: 1410) is a Hong Kong-headquartered value-added distributor of cybersecurity products and provider of cybersecurity services, with more than 20 years of experience in the market. Paradise Matrix Pte. Ltd. is Edvance’s wholly-owned subsidiary in Singapore. For more information, visit https://www.paradisematrix.sg.
About CWG Innovations Pte. Ltd.
CWG Innovations Pte. Ltd. is a Singapore company focused on AI solutions development and enterprise AI deployment. CWG is the operator of RealRelay.ai. For more information, visit https://www.cwgsg.ai.
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SOURCE CWG Innovations; Edvance International Holdings Limited; RealRelay
Technology
140th Canton Fair Amplifies Visibility for Hundreds of Product Debuts, Connecting Innovation with Global Demand
Published
1 hour agoon
October 19, 2026By
GUANGZHOU, China, Oct. 19, 2026 /PRNewswire/ — The 140th Canton Fair opened on October 15 and will be held in three phases. Over 700 New Collection events will take place, representing a 15% increase from the previous session. To share these innovations with a broader audience, the fair has introduced a range of initiatives designed to enhance product visibility and facilitate business connections.
Canton Fair New Collection Gallery Debuts
A dedicated Canton Fair New Collection Gallery has been introduced for the first time at the 140th Canton Fair. Located near the high-traffic platform connecting Area A and B, the gallery is divided into three sections: a product display area, a digital interactivity area and a business matching area.
Together, these sections create an integrated platform that combines product showcase and commercial matchmaking. The setup enables buyers and exhibitors to connect more efficiently, supporting on-site trade discussions and demand matching throughout the event.
Exhibition Meets Livestreaming
To help global buyers stay updated on emerging opportunities in real time, the Canton Fair is combining its physical exhibition with livestreaming programs. A series of featured broadcasts will highlight exhibition tours, product demonstrations and new product launches across a wide range of industries.
By extending product showcases beyond the exhibition floor, these livestreams provide international buyers with convenient access to the latest innovations and market trends regardless of their location.
Theme Release Events
The fair also hosts daily New Collection Theme Release events at the central platform between Area A and B. During Phase 1, featured themes include smart living appliances, service robots, low-altitude smart inspection, smart electronics, precision tools and green energy storage. These sessions provide exhibitors with additional opportunities to present newly launched products and engage directly with buyers from around the world.
As the Canton Fair continues to evolve alongside global trade, its expanded launch platforms, digital engagement initiatives and business matching services reflect a growing commitment to helping innovative products gain market exposure and accelerate commercial opportunities. By creating more touchpoints between exhibitors and buyers, the fair is bolstering a 70-year history as a gateway for international business collaboration in China and a leading product innovation showcase.
For more convenient attendance, please click here for pre-registration:
https://buyer.cantonfair.org.cn/register/buyer/email?source_type=16
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SOURCE Canton Fair
Technology
FF EAI Robotics Ecosystem Inc. (FFR) Highlights Faraday Future Founder and Global CEO YT Jia’s Weekly Investor Update: Three New Product Offerings Launched; More Details on FFR’s Acquisition of FFAI’s Robotics Business and Independent Public Listing
Published
1 hour agoon
October 19, 2026By
On October 26, FFR will hold its listing ceremony and first Investor Day at the Nasdaq Tower in New York, where management will share more about FFR’s strategy and business plans, with more details to follow soon.Two new EAI Devices launched including FF Nova—America’s first entry-level EAI humanoid robot under $2,500, and the second is Nova Mini, a humanoid robot for foundational Physical AI education, priced at $299, with the accompanying curriculum at $499.FF EAI launched two new education and developer training initiatives, the Physical AI Spark Program Curriculum and the Nova Reinforcement Learning Developer Program, while also opening enrollment for its developer community to help expand participation in its embodied AI ecosystem.
LOS ANGELES, Oct. 18, 2026 /PRNewswire/ — FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (“FFR” or the “Company”), a U.S.-based Embodied AI (EAI) robotics company, today highlighted a weekly business update from YT Jia, Founder and Global CEO of Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future” or “FF”). For purposes of attribution, references to “we,” “our,” and “FF” in the following transcript refer to FFAI and its robotics business, except where FFR named.
“Welcome to Weekly Report 77. This week, let’s start with some big news from FFR. On October 26, we will hold FFR’s listing ceremony and first Investor Day at the Nasdaq Tower in New York. Our management team will share more about our strategy and business plans. We’ll also have the chance to talk with investors face to face. To our stockholders and partners, we hope you can join us and help open this new chapter for FFR. Formal invitations to the event will go out tomorrow! Now, let me share what we’ve been working on this week.
This week, FFR and FFAI jointly launched three new offerings.
1. Two new EAI Devices. The first is FF Nova—America’s first entry-level EAI humanoid robot under $2,500. Your Physical AI lab in a backpack. The Nova device costs $2,490, and the Developer Skills Package is $390. The second is Nova Mini, our humanoid robot for foundational Physical AI education. The robot is priced at $299, and the accompanying curriculum is $499. With these additions, the “One-Brain Multi-Form Multi-Capability” FF EAI Robot World 2.0 we are building now includes more than 20 EAI Devices across 11 models, seven series, and three robot forms.
2. A new FF EAI Education Skills product—the “Physical AI Spark Program Curriculum.”
3. The Nova Reinforcement Learning Developer Program. We also opened enrollment in our developer community.
Our EAI Brain and Developer Platform Cores also made two breakthroughs this week.
Regarding the EAI brain, The All-New Futurist now fully supports SONIC. That opens up more room for development and applications on more advanced robotics platforms. This is how our approach of combining in-house development with open collaboration is starting to deliver more value.
On the Developer Platform side, we’ve made the NVIDIA SONIC data, models, and deployment solutions based on FF Master fully open source through GitHub and Hugging Face. What does that mean for developers? You now have a complete path from open-source research and testing algorithms to deploying robots and building solutions. And that path is open to universities, research institutions, and industry partners around the world, too.
Over the past few days, we’ve received some questions from stockholders about FFR’s acquisition of FFAI’s robotics business and its independent public listing. Let me take a moment to clarify a few points and explain what this means. Giving the robotics business its own operations, financing, and public listing is much more than moving assets within FFAI. It fundamentally reshapes FFR and unlocks its value. We see this as the starting point for a major breakthrough in business value and a faster release of value in the capital markets. Let me explain this in four areas.
One is a sharper strategic focus. We will concentrate our resources on delivering our “Four-Core Full-Stack AI” robotics strategy. Every dollar we invest, every decision we make, and every financing round will serve that goal. This focus will help us refine what we do, deepen our expertise, expand our scale, and strengthen our business.
Another is a clearer basis for valuation. With its own public listing as a pure-play robotics business, FFR can be valued directly against its industry peers. Its valuation will no longer be held back by other factors affecting FFAI. Combined with continued deliveries at positive contribution margins, this gives FFR significant room to unlock value.
We will also have more transparent business results and cleaner financial statements. You will be able to see how each financing round translates into business performance. That transparency can help attract strategic investors and long-term capital. After closing, FFR will have almost no debt. Its balance sheet, income statement, and cash flow statement will be cleaner, making the company’s value easier to see.
The fourth area is lower funding needs and financing costs. FFR has seven unique advantages, including our “Four-Core Full-Stack AI” EAI technology and asset-light operating model. Building on these strengths, we aim to achieve positive operating cash flow no later than the third quarter of 2028. Until then, we expect to need no more than $150 million in total financing.
For FFAI, once the transaction closes, we will remain FFR’s controlling and majority stockholder and continue to share in its potential future growth in value. As a Physical AI investment company following a Berkshire-style model, FFAI will share further business updates soon. We want to reward our stockholders for your continued support.
Over the years, we’ve received encouragement, faced ridicule, and taken harsh criticism, yet we’ve seldom felt the need to explain ourselves. Our passion for building a business is still there. It comes from working alongside people who share our vision, and driving change in the industry together. Failure itself doesn’t stop us. What stops us is losing the belief that we can try again. “Try again.” A message to myself, and to every entrepreneur who keeps going. Thank you for being part of this journey. See you next week.”
About FF EAI Robotics Ecosystem Inc.
FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (renamed from AIxCrypto Holdings, Inc. and AIXC, effective September 30, 2026) is a U.S.-based Embodied AI (EAI) robotics company that is in the process of acquiring the FF EAI Robotics business. Upon completion of the acquisition, the Company will focus on the research and development, manufacturing, commercialization, and deployment of intelligent robotic technologies, products, and industry solutions.
The Company is committed to building a “Four-Core Full-Stack” AI ecosystem covering the full lifecycle of robotics, consisting of EAI Brain & Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Guided by the technology and product philosophy of “One Brain, Multi-forms, Multi-capabilities,” the Company aims to empower humanoid, biomimetic, and other robotic form factors through a unified EAI Brain, while continuously expanding their multi-task and multi-scenario capabilities. The ecosystem is designed to support the full robotics lifecycle, including R&D, deployment, data collection and training, operations, and commercial applications.
The FF EAI Robotics business has already achieved commercial deliveries of humanoid and biomimetic robotic products. Through its multi-form-factor robotic products, EAI technology platform, closed-loop data capabilities, and industry solutions, the business continues to advance the scaled adoption of robotics across real-world applications. The Company also operates RoboShare, a robot-sharing and services platform designed to connect robotic assets, service capabilities, customer demand, and ecosystem partners, further strengthening its robotics commercialization and service ecosystem.
For more information, visit www.ff.com.
About Faraday Future
Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots. By building a “Four-Core Full-Stack AI” ecosystem of EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and EAI Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capability, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and lead to the advancement of Physical AI. For more information, please visit Faraday Future’s official website: https://www.ff.com/
FFR Forward-Looking Statements
This communication, including any presentation, press release, investor materials or other document of which it forms a part (this “Communication”), contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding FF EAI Robotics Ecosystem Inc. (“FFR,” the “Company,” “us,” “our,” or “we”) and our industry. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, our strategy, our transition to robotics operations, our plans for RoboShare, our digital asset disposition plans, the proposed acquisition of the FF EAI Robotics business, the projections referenced in this communication, our name and ticker change, any related financing, and the anticipated benefits and timing of the foregoing, our objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely,” or “continue,” or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. FFR can give no assurance that such forward-looking statements or financial projections will prove to be correct.
Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific, including, but not limited to:
The proposed acquisition transaction and PIPE. The definitive agreements may be terminated in accordance with their terms, and the proposed transactions may not be completed on the terms described or at all; the conditions to closing, including the completion of FFAI’s internal restructuring of the robotics business, the execution of key employee agreements and other customary conditions, and the parties’ ability to satisfy them; the risk that the stockholder approval required under Nasdaq listing rules for the conversion of the preferred stock issued as consideration is not obtained or is delayed, and the effect of the conversion restrictions and the information statement process on the timing of conversion; the timing of the transaction and the costs of pursuing it; the issuance of a substantial number of shares as consideration and the resulting dilution to existing stockholders; the fact that the counterparty is our controlling stockholder, that it will hold a substantial majority of our outstanding shares following closing, that certain members of management serve both companies, and the conflicts of interest inherent in the transaction; the risk that the agreed valuations do not reflect the market value of our shares or of the acquired business; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the non-competition and governance arrangements; the consequences of the transaction under Nasdaq listing rules, including the possibility that Nasdaq determines that the transaction requires us to satisfy initial listing requirements in connection with a business combination, change of control or change in the nature of our business; the risk that the PIPE financing, on which the transaction is not conditioned, is not completed on the anticipated terms or at all; the risk of litigation relating to the transaction; our ability to integrate and operate the acquired business; and the risk that the acquired business performs differently than anticipated.
Projections. The projections referenced in this communication were prepared by FFAI management for the FF EAI Robotics business on a standalone basis and do not reflect our existing business, transaction-related expenses or the combined company. We have not independently verified them or adopted them as guidance. They were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including through due diligence and the review of our special committee and its financial advisor. Actual results are likely to differ, and may differ materially.
Liquidity, capital and going concern. Our limited cash and liquidity position and our history of operating losses and negative operating cash flow; substantial doubt regarding our ability to continue as a going concern, as described in our periodic reports; our need to obtain additional financing on acceptable terms or at all, and the substantial dilution to existing stockholders that additional financing may cause, including any financing completed in connection with the proposed transaction, which may not be completed or may be on less favorable terms than anticipated; our ability to fund operations pending and following the disposition of our digital asset positions; and our ability to satisfy the continued listing requirements of The Nasdaq Stock Market, including stockholders’ equity, minimum bid price and other applicable standards.
Our strategic transition and the disposition of digital assets. Risks associated with a fundamental shift in our business strategy and the redeployment of resources from a digital asset treasury strategy to robotics operations; our ability to execute the disposition of our digital asset positions in an orderly manner and on acceptable terms; the risk that amounts realized on disposition are materially less than carrying value as a result of price volatility, market depth, execution timing, custody or transfer constraints, or other limitations; tax, accounting and regulatory consequences of the dispositions; the continued volatility and regulatory uncertainty associated with digital assets and cryptocurrencies during the wind-down period; the concentration of a substantial portion of our assets in a single equity investment, including an investment in a related party, and the illiquidity, valuation uncertainty, holding-period and transfer restrictions associated with that investment; and risks arising from our relationships and agreements with related parties and significant stockholders.
Our robotics operations business. Our limited operating history in robotics operations and commercialization and the absence of a meaningful revenue history; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; our dependence on a small number of customers, on a single initial geographic market, and on individual events or engagements, and the risk that the loss of, or a change in the terms of, any such relationship has a disproportionate effect; our dependence on third-party robot owners, operators, suppliers, original equipment manufacturers and local partners, and on their willingness to make robots available on our platform; risks relating to the availability, cost, quality, maintenance, transport, insurance and technological obsolescence of robots and related equipment, and to supply chains, tariffs and trade measures affecting them; and our ability to expand into additional markets and to attract and retain participants on both sides of our marketplace.
Operations, safety and liability. Risks of property damage, personal injury or death arising from the operation of humanoid robots, quadrupeds and other autonomous or semi-autonomous machines in proximity to performers, employees, guests and the public, including at live events and in uncontrolled environments; product liability, premises liability, negligence and related claims and the adequacy, scope, availability and cost of our insurance coverage and of contractual indemnities from customers, owners and suppliers; the allocation of responsibility among us, robot owners, venues, event producers and customers; permitting, licensing, occupational safety and event-specific regulatory requirements; and the reputational consequences of any safety incident.
Technology, data and intellectual property. Systems, network, telecommunications or service disruptions, failures, defects or cyber-attacks; the performance, reliability and autonomy limitations of robotic systems and of the software, models and networks that support them; our collection, use, storage, transmission and protection of personal information, including images and any biometric or biometric-adjacent data captured in the course of robot deployments, and evolving privacy, biometric and artificial intelligence laws and regulations across the jurisdictions in which we operate or intend to operate; our ability to obtain, maintain, protect and enforce our intellectual property rights and to defend against third-party claims of infringement or misappropriation; and our reliance on third-party technology, platforms and licenses.
Legal, regulatory and general. The regulated industries and jurisdictions in which we operate; current or future laws or regulations and new interpretations of existing laws or regulations, including those applicable to digital assets, robotics, autonomous systems, consumer protection, advertising and endorsements; the risk that our marketplace arrangements, or the manner in which they are described, are characterized differently than we intend by regulators or courts; the failure of counterparties to perform their contractual obligations; litigation, regulatory inquiries, investigations and enforcement actions, and their costs and outcomes; business, economic, market and capital-market conditions; competition in our industry; changes in market demand for, and the pricing of, our products and services; our ability to define, design and release new products and services in a timely manner that meet customer needs; our ability to attract, retain and motivate qualified personnel, including key management; our ability to manage our growth and our transition; and our ability to maintain effective internal control over financial reporting and disclosure controls and procedures.
This list of factors is not exhaustive. Additional risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and our subsequent filings, which are available on the SEC’s website at www.sec.gov. Investors are urged to review the liquidity, capital resources and going concern disclosures contained in those reports.
The forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither FFR nor any other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether as a result of new information, future events or otherwise. This Communication is provided for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security, and does not constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives or financial situation of any person. FFR reserves the right to amend or replace the information contained herein, in whole or in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by, the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
FFAI FORWARD LOOKING STATEMENTS
Important factors that may affect actual results or outcomes include, among others: the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations and execute on its strategy; the willingness of convertible debt investors to fund the Company; demand for the Company’s robotics products; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability of the Company to build an EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education market; the ability of the Company to expand into additional markets for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese robotics products; the Company’s ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; tariff uncertainty for imported products, particularly from China; the ability of the Company to close its transaction with FF EAI Robotics Ecosystem Inc. (FFR) for the sale of its robotics business; demand from automobile dealers for robotics products; the Company’s ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; the Company’s ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of substantial losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s ability to execute on its plans to enter the robotaxi and cybercab industries; the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company’s control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related to the Company’s operations in China; the success of the Company’s remedial measures taken in response to the Special Committee findings; the Company’s dependence on its suppliers and contract manufacturer; the Company’s ability to develop and protect its technologies; the Company’s ability to protect against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse developments in existing legal proceedings or the initiation of new legal proceedings; the volatility of the Company’s stock price; the ability of the Company to maintain its stock price above $1.00; and the ability of the Company to maintain compliance with Nasdaq regulations for continued listing. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026; the quarter ended March 31, 2026, filed with the SEC on May 14, 2026; and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the Company from time to time with the SEC.
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SOURCE FF EAI Robotics Ecosystem Inc.
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