TUTOR PERINI CORP - Quarter Report: 2021 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the quarterly period ended | September 30, 2021 | |||||||
| or | ||||||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the transition period from ___________ to ___________ | ||||||||
Commission File Number: 1-6314
Tutor Perini Corporation
(Exact Name of Registrant as Specified in its Charter)
MASSACHUSETTS
| (State or Other Jurisdiction of Incorporation or Organization) | ||
15901 OLDEN STREET, SYLMAR, CALIFORNIA
| (Address of Principal Executive Offices) | ||
04-1717070
| (I.R.S. Employer Identification No.) | ||
91342-1093
| (Zip Code) | ||
(818) 362-8391
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $1.00 par value | TPC | The New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||||||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock, $1.00 par value per share, of the registrant outstanding at October 28, 2021 was 51,072,432.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
| Page Numbers | |||||||||||
2
PART I. – FINANCIAL INFORMATION
Item 1. Financial Statements
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands, except per common share amounts) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| REVENUE | $ | 1,178,222 | $ | 1,442,091 | $ | 3,605,060 | $ | 3,969,247 | |||||||||||||||
| COST OF OPERATIONS | (1,064,245) | (1,317,176) | (3,253,139) | (3,615,498) | |||||||||||||||||||
| GROSS PROFIT | 113,977 | 124,915 | 351,921 | 353,749 | |||||||||||||||||||
| General and administrative expenses | (61,884) | (41,894) | (181,371) | (165,805) | |||||||||||||||||||
| INCOME FROM CONSTRUCTION OPERATIONS | 52,093 | 83,021 | 170,550 | 187,944 | |||||||||||||||||||
| Other income (expense) | (464) | (8,048) | 1,142 | (8,364) | |||||||||||||||||||
| Interest expense | (16,694) | (25,613) | (52,442) | (58,513) | |||||||||||||||||||
| INCOME BEFORE INCOME TAXES | 34,935 | 49,360 | 119,250 | 121,067 | |||||||||||||||||||
| Income tax expense | (8,694) | (37) | (26,293) | (14,747) | |||||||||||||||||||
| NET INCOME | 26,241 | 49,323 | 92,957 | 106,320 | |||||||||||||||||||
| LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 10,847 | 12,504 | 30,364 | 33,421 | |||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION | $ | 15,394 | $ | 36,819 | $ | 62,593 | $ | 72,899 | |||||||||||||||
| BASIC EARNINGS PER COMMON SHARE | $ | 0.30 | $ | 0.72 | $ | 1.23 | $ | 1.44 | |||||||||||||||
| DILUTED EARNINGS PER COMMON SHARE | $ | 0.30 | $ | 0.72 | $ | 1.22 | $ | 1.43 | |||||||||||||||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: | |||||||||||||||||||||||
| BASIC | 51,072 | 50,787 | 50,995 | 50,598 | |||||||||||||||||||
| DILUTED | 51,366 | 51,241 | 51,364 | 51,004 | |||||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| NET INCOME | $ | 26,241 | $ | 49,323 | $ | 92,957 | $ | 106,320 | |||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: | |||||||||||||||||||||||
| Defined benefit pension plan adjustments | 492 | 424 | 1,475 | 1,271 | |||||||||||||||||||
| Foreign currency translation adjustments | (1,125) | 1,102 | (353) | (1,256) | |||||||||||||||||||
| Unrealized gain (loss) in fair value of investments | (448) | (225) | (1,412) | 1,623 | |||||||||||||||||||
| TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | (1,081) | 1,301 | (290) | 1,638 | |||||||||||||||||||
| COMPREHENSIVE INCOME | 25,160 | 50,624 | 92,667 | 107,958 | |||||||||||||||||||
| LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 10,400 | 13,024 | 30,493 | 32,775 | |||||||||||||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION | $ | 14,760 | $ | 37,600 | $ | 62,174 | $ | 75,183 | |||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
| (in thousands, except share and per share amounts) | As of September 30, 2021 | As of December 31, 2020 | |||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
Cash and cash equivalents ($72,473 and $105,735 related to variable interest entities (“VIEs”)) | $ | 187,535 | $ | 374,289 | |||||||
| Restricted cash | 6,922 | 77,563 | |||||||||
| Restricted investments | 86,576 | 78,912 | |||||||||
Accounts receivable ($99,841 and $86,012 related to VIEs) | 1,426,709 | 1,415,063 | |||||||||
Retainage receivable ($150,301 and $122,335 related to VIEs) | 637,124 | 648,441 | |||||||||
Costs and estimated earnings in excess of billings ($142,587 and $39,846 related to VIEs) | 1,388,010 | 1,236,734 | |||||||||
Other current assets ($44,851 and $51,746 related to VIEs) | 204,555 | 249,455 | |||||||||
| Total current assets | 3,937,431 | 4,080,457 | |||||||||
PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $477,556 and $434,294 (net P&E of $2,413 and $12,840 related to VIEs) | 440,982 | 489,217 | |||||||||
| GOODWILL | 205,143 | 205,143 | |||||||||
| INTANGIBLE ASSETS, NET | 96,469 | 123,115 | |||||||||
| OTHER ASSETS | 147,725 | 147,685 | |||||||||
| TOTAL ASSETS | $ | 4,827,750 | $ | 5,045,617 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
Current maturities of long-term debt, net of unamortized discount and debt issuance costs totaling $0 and $2,040 | $ | 28,029 | $ | 100,188 | |||||||
Accounts payable ($75,333 and $116,461 related to VIEs) | 656,135 | 794,611 | |||||||||
Retainage payable ($34,620 and $26,439 related to VIEs) | 286,036 | 315,135 | |||||||||
Billings in excess of costs and estimated earnings ($340,943 and $362,427 related to VIEs) | 754,939 | 839,222 | |||||||||
Accrued expenses and other current liabilities ($9,892 and $9,595 related to VIEs) | 207,850 | 215,207 | |||||||||
| Total current liabilities | 1,932,989 | 2,264,363 | |||||||||
LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $17,921 and $20,209 | 939,955 | 925,277 | |||||||||
| DEFERRED INCOME TAXES | 83,065 | 82,966 | |||||||||
| OTHER LONG-TERM LIABILITIES | 241,123 | 230,066 | |||||||||
| TOTAL LIABILITIES | 3,197,132 | 3,502,672 | |||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 11) | |||||||||||
| EQUITY | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock - authorized 1,000,000 shares ($1 par value), none issued | — | — | |||||||||
Common stock - authorized 112,500,000 shares ($1 par value), issued and outstanding 51,072,432 and 50,827,205 shares | 51,072 | 50,827 | |||||||||
| Additional paid-in capital | 1,132,396 | 1,127,385 | |||||||||
| Retained earnings | 484,978 | 422,385 | |||||||||
| Accumulated other comprehensive loss | (47,160) | (46,741) | |||||||||
| Total stockholders' equity | 1,621,286 | 1,553,856 | |||||||||
| Noncontrolling interests | 9,332 | (10,911) | |||||||||
| TOTAL EQUITY | 1,630,618 | 1,542,945 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 4,827,750 | $ | 5,045,617 | |||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Cash Flows from Operating Activities: | |||||||||||
Net income | $ | 92,957 | $ | 106,320 | |||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation | 65,550 | 55,755 | |||||||||
| Amortization of intangible assets | 26,646 | 23,879 | |||||||||
| Share-based compensation expense | 8,103 | 10,722 | |||||||||
| Change in debt discounts and deferred debt issuance costs | 4,802 | 18,960 | |||||||||
| Deferred income taxes | 124 | 22,137 | |||||||||
| (Gain) loss on sale of property and equipment | 2,004 | (2,609) | |||||||||
| Changes in other components of working capital | (363,074) | (107,786) | |||||||||
| Other long-term liabilities | 11,225 | 3,899 | |||||||||
| Other, net | (955) | (309) | |||||||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (152,618) | 130,968 | |||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Acquisition of property and equipment | (27,162) | (43,396) | |||||||||
| Proceeds from sale of property and equipment | 5,236 | 13,320 | |||||||||
| Investments in securities | (25,541) | (22,692) | |||||||||
| Proceeds from maturities and sales of investments in securities | 16,443 | 19,901 | |||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (31,024) | (32,867) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from debt | 448,270 | 1,183,012 | |||||||||
| Repayment of debt | (510,146) | (1,004,259) | |||||||||
| Cash payments related to share-based compensation | (1,627) | (1,697) | |||||||||
| Distributions paid to noncontrolling interests | (17,250) | (37,217) | |||||||||
| Contributions from noncontrolling interests | 7,000 | — | |||||||||
| Debt issuance, extinguishment and modification costs | — | (10,701) | |||||||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (73,753) | 129,138 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (257,395) | 227,239 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 451,852 | 202,101 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 194,457 | $ | 429,340 | |||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(1)Basis of Presentation
The Condensed Consolidated Financial Statements do not include footnotes and certain financial information normally presented annually under generally accepted accounting principles in the United States (“GAAP”). Therefore, they should be read in conjunction with the audited consolidated financial statements and the related notes included in Tutor Perini Corporation’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the three and nine months ended September 30, 2021 may not be indicative of the results that will be achieved for the full year ending December 31, 2021.
In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the Company’s consolidated financial position as of September 30, 2021 and its consolidated statements of income and cash flows for the interim periods presented. Intercompany balances and transactions have been eliminated. Certain amounts in the notes to the condensed consolidated financial statements of prior years have been reclassified to conform to the current year presentation.
(2)Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), modifying Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”). The amendments in ASU 2019-12, among other things, remove certain exceptions to the general principles in ASC 740 and seek more consistent application by clarifying and amending the existing guidance. The Company adopted this ASU effective January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s financial position, results of operations or cash flows.
(3)Revenue
Disaggregation of Revenue
The following tables disaggregate revenue by end market, customer type and contract type, which the Company believes best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors for the three and nine months ended September 30, 2021 and 2020.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Civil segment revenue by end market: | |||||||||||||||||
| Mass transit (includes certain transportation and tunneling projects) | $ | 386,913 | $ | 372,131 | $ | 1,062,322 | $ | 1,024,083 | |||||||||
| Bridges | 67,117 | 104,722 | 179,059 | 246,006 | |||||||||||||
| Military defense facilities | 46,615 | 44,246 | 140,736 | 102,898 | |||||||||||||
| Water | 22,470 | 23,277 | 74,080 | 76,569 | |||||||||||||
| Highways | 7,101 | 30,086 | 48,153 | 98,259 | |||||||||||||
| Other | 16,002 | 37,534 | 72,795 | 119,786 | |||||||||||||
| Total Civil segment revenue | $ | 546,218 | $ | 611,996 | $ | 1,577,145 | $ | 1,667,601 | |||||||||
7
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Building segment revenue by end market: | |||||||||||||||||
| Commercial and industrial facilities | $ | 75,402 | $ | 162,364 | $ | 307,414 | $ | 402,312 | |||||||||
| Hospitality and gaming | 89,317 | 119,588 | 276,029 | 346,517 | |||||||||||||
| Municipal and government | 76,471 | 66,505 | 222,855 | 215,230 | |||||||||||||
| Education facilities | 39,528 | 50,425 | 123,988 | 129,085 | |||||||||||||
| Mass transit (includes transportation projects) | 38,868 | 50,206 | 99,747 | 174,605 | |||||||||||||
| Health care facilities | 20,287 | 26,344 | 44,294 | 94,651 | |||||||||||||
| Other | 21,068 | 32,708 | 76,507 | 100,525 | |||||||||||||
| Total Building segment revenue | $ | 360,941 | $ | 508,140 | $ | 1,150,834 | $ | 1,462,925 | |||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Specialty Contractors segment revenue by end market: | |||||||||||||||||
| Mass transit (includes certain transportation and tunneling projects) | $ | 135,971 | $ | 179,875 | $ | 465,179 | $ | 447,180 | |||||||||
| Commercial and industrial facilities | 33,897 | 41,378 | 109,283 | 115,382 | |||||||||||||
| Multi-unit residential | 28,054 | 39,014 | 101,498 | 103,118 | |||||||||||||
| Water | 29,161 | 20,413 | 67,829 | 46,341 | |||||||||||||
| Education facilities | 13,876 | 12,236 | 45,657 | 39,131 | |||||||||||||
| Other | 30,104 | 29,039 | 87,635 | 87,569 | |||||||||||||
| Total Specialty Contractors segment revenue | $ | 271,063 | $ | 321,955 | $ | 877,081 | $ | 838,721 | |||||||||
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | ||||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Civil | Building | Specialty Contractors | Total | |||||||||||||||||||||
| Revenue by customer type: | |||||||||||||||||||||||||||||
| State and local agencies | $ | 478,720 | $ | 99,540 | $ | 110,012 | $ | 688,272 | $ | 526,771 | $ | 126,448 | $ | 155,175 | $ | 808,394 | |||||||||||||
| Federal agencies | 48,680 | 50,437 | 14,716 | 113,833 | 48,861 | 32,392 | 29,362 | 110,615 | |||||||||||||||||||||
| Private owners | 18,818 | 210,964 | 146,335 | 376,117 | 36,364 | 349,300 | 137,418 | 523,082 | |||||||||||||||||||||
| Total revenue | $ | 546,218 | $ | 360,941 | $ | 271,063 | $ | 1,178,222 | $ | 611,996 | $ | 508,140 | $ | 321,955 | $ | 1,442,091 | |||||||||||||
| Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | ||||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Civil | Building | Specialty Contractors | Total | |||||||||||||||||||||
| Revenue by customer type: | |||||||||||||||||||||||||||||
| State and local agencies | $ | 1,350,555 | $ | 268,396 | $ | 377,016 | $ | 1,995,967 | $ | 1,426,644 | $ | 430,212 | $ | 401,671 | $ | 2,258,527 | |||||||||||||
| Federal agencies | 149,648 | 150,085 | 41,657 | 341,390 | 128,112 | 99,013 | 50,410 | 277,535 | |||||||||||||||||||||
| Private owners | 76,942 | 732,353 | 458,408 | 1,267,703 | 112,845 | 933,700 | 386,640 | 1,433,185 | |||||||||||||||||||||
| Total revenue | $ | 1,577,145 | $ | 1,150,834 | $ | 877,081 | $ | 3,605,060 | $ | 1,667,601 | $ | 1,462,925 | $ | 838,721 | $ | 3,969,247 | |||||||||||||
8
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | ||||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Civil | Building | Specialty Contractors | Total | |||||||||||||||||||||
| Revenue by contract type: | |||||||||||||||||||||||||||||
| Fixed price | $ | 473,212 | $ | 89,895 | $ | 235,534 | $ | 798,641 | $ | 484,851 | $ | 117,650 | $ | 284,534 | $ | 887,035 | |||||||||||||
| Guaranteed maximum price | 502 | 219,395 | 5,420 | 225,317 | 179 | 308,299 | 1,923 | 310,401 | |||||||||||||||||||||
| Unit price | 71,429 | 130 | 23,558 | 95,117 | 124,506 | 254 | 31,191 | 155,951 | |||||||||||||||||||||
| Cost plus fee and other | 1,075 | 51,521 | 6,551 | 59,147 | 2,460 | 81,937 | 4,307 | 88,704 | |||||||||||||||||||||
| Total revenue | $ | 546,218 | $ | 360,941 | $ | 271,063 | $ | 1,178,222 | $ | 611,996 | $ | 508,140 | $ | 321,955 | $ | 1,442,091 | |||||||||||||
| Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | ||||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Civil | Building | Specialty Contractors | Total | |||||||||||||||||||||
| Revenue by contract type: | |||||||||||||||||||||||||||||
| Fixed price | $ | 1,353,436 | $ | 269,693 | $ | 775,292 | $ | 2,398,421 | $ | 1,349,750 | $ | 401,957 | $ | 743,241 | $ | 2,494,948 | |||||||||||||
| Guaranteed maximum price | 2,270 | 737,251 | 9,113 | 748,634 | 768 | 794,810 | 3,850 | 799,428 | |||||||||||||||||||||
| Unit price | 212,678 | (1,323) | 80,558 | 291,913 | 307,654 | 1,417 | 70,784 | 379,855 | |||||||||||||||||||||
| Cost plus fee and other | 8,761 | 145,213 | 12,118 | 166,092 | 9,429 | 264,741 | 20,846 | 295,016 | |||||||||||||||||||||
| Total revenue | $ | 1,577,145 | $ | 1,150,834 | $ | 877,081 | $ | 3,605,060 | $ | 1,667,601 | $ | 1,462,925 | $ | 838,721 | $ | 3,969,247 | |||||||||||||
Changes in Contract Estimates that Impact Revenue
Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or revisions to management’s initial estimates, are recognized in the period in which they are determined. Revenue was negatively impacted during the three and nine month periods ended September 30, 2021 related to performance obligations satisfied (or partially satisfied) in prior periods by $2.1 million and $37.1 million, respectively. Likewise, revenue was negatively impacted during the three and nine month periods ended September 30, 2020 related to performance obligations satisfied (or partially satisfied) in prior periods by $30.4 million and $71.3 million, respectively.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. As of September 30, 2021, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.4 billion, $1.8 billion and $1.4 billion for the Civil, Building and Specialty Contractors segments, respectively. As of September 30, 2020, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $5.1 billion, $1.9 billion and $1.9 billion for the Civil, Building and Specialty Contractors segments, respectively. The Company typically recognizes revenue on Civil segment projects over a period of to five years, whereas for projects in the Building and Specialty Contractors segments, the Company typically recognizes revenue over a period of to three years.
(4)Contract Assets and Liabilities
The Company classifies contract assets and liabilities that may be settled beyond one year from the balance sheet date as current, consistent with the length of time of the Company’s project operating cycle.
9
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Contract assets include amounts due under retainage provisions, costs and estimated earnings in excess of billings and capitalized contract costs. The amounts as included on the Condensed Consolidated Balance Sheets consisted of the following:
| (in thousands) | As of September 30, 2021 | As of December 31, 2020 | ||||||
| Retainage receivable | $ | 637,124 | $ | 648,441 | ||||
| Costs and estimated earnings in excess of billings: | ||||||||
| Claims | 840,176 | 752,783 | ||||||
| Unapproved change orders | 448,600 | 415,489 | ||||||
| Other unbilled costs and profits | 99,234 | 68,462 | ||||||
| Total costs and estimated earnings in excess of billings | 1,388,010 | 1,236,734 | ||||||
| Capitalized contract costs | 72,543 | 74,452 | ||||||
| Total contract assets | $ | 2,097,677 | $ | 1,959,627 | ||||
Retainage receivable represents amounts invoiced to customers where payments have been partially withheld pending the completion of certain milestones, satisfaction of other contractual conditions or the completion of the project. Retainage agreements vary from project to project, and balances could be outstanding for several months or years depending on a number of circumstances such as contract-specific terms, project performance and other variables that may arise as the Company makes progress toward completion.
Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. Costs and estimated earnings in excess of billings result when either: (1) the appropriate contract revenue amount has been recognized over time in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract, or (2) costs are incurred related to certain claims and unapproved change orders. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when a change in the scope of work results in additional work being performed before the parties have agreed on the corresponding change in the contract price. The Company routinely estimates recovery related to claims and unapproved change orders as a form of variable consideration at the most likely amount it expects to receive and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Claims and unapproved change orders are billable upon the agreement and resolution between the contractual parties and after the execution of contractual amendments. Increases in claims and unapproved change orders typically result from costs being incurred against existing or new positions; decreases normally result from resolutions and subsequent billings. As discussed in Note 11, the resolution of these claims and unapproved change orders may require litigation or other forms of dispute resolution proceedings. Other unbilled costs and profits are billable in accordance with the billing terms of each of the existing contractual arrangements and, as such, the timing of contract billing cycles can cause fluctuations in the balance of unbilled costs and profits. Ultimate resolution of other unbilled costs and profits typically involves incremental progress toward contractual requirements or milestones.
Capitalized contract costs are included in other current assets and primarily represent costs to fulfill a contract that (1) directly relate to an existing or anticipated contract, (2) generate or enhance resources that will be used in satisfying performance obligations in the future and (3) are expected to be recovered through the contract. Capitalized contract costs are generally expensed to the associated contract over the period of anticipated use on the project. During the three and nine months ended September 30, 2021, $11.3 million and $36.6 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts. During the three and nine months ended September 30, 2020, $12.5 million and $35.2 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts.
10
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Contract liabilities include amounts owed under retainage provisions and billings in excess of costs and estimated earnings. The amount as reported on the Condensed Consolidated Balance Sheets consisted of the following:
| (in thousands) | As of September 30, 2021 | As of December 31, 2020 | ||||||
| Retainage payable | $ | 286,036 | $ | 315,135 | ||||
| Billings in excess of costs and estimated earnings | 754,939 | 839,222 | ||||||
| Total contract liabilities | $ | 1,040,975 | $ | 1,154,357 | ||||
Retainage payable represents amounts invoiced to the Company by subcontractors where payments have been partially withheld pending the completion of certain milestones, other contractual conditions or upon the completion of the project. Generally, retainage payable is not remitted to subcontractors until the associated retainage receivable from customers is collected.
Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue. Revenue recognized during the three and nine months ended September 30, 2021 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $288.0 million and $608.4 million, respectively. Revenue recognized during the three and nine months ended September 30, 2020 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $461.8 million and $662.7 million, respectively.
(5)Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the amounts shown in the Condensed Consolidated Statements of Cash Flows:
| (in thousands) | As of September 30, 2021 | As of December 31, 2020 | ||||||
| Cash and cash equivalents available for general corporate purposes | $ | 66,240 | $ | 210,841 | ||||
| Joint venture cash and cash equivalents | 121,295 | 163,448 | ||||||
| Cash and cash equivalents | 187,535 | 374,289 | ||||||
| Restricted cash | 6,922 | 77,563 | ||||||
| Total cash, cash equivalents and restricted cash | $ | 194,457 | $ | 451,852 | ||||
Cash equivalents include short-term, highly liquid investments with maturities of three months or less when acquired. Cash and cash equivalents consist of amounts available for the Company’s general purposes, the Company’s proportionate share of cash held by the Company’s unconsolidated joint ventures and 100% of amounts held by the Company’s consolidated joint ventures. In both cases, cash held by joint ventures is available only for joint venture-related uses, including future distributions to joint venture partners.
Restricted cash primarily includes amounts held as collateral to secure insurance-related contingent obligations, such as insurance claim deductibles, in lieu of letters of credit. As of December 31, 2020, restricted cash also included $69.9 million held to repay the outstanding principal balance of Convertible Notes, as defined in Note 9, which matured and were repaid on June 15, 2021.
(6)Earnings Per Common Share
Basic earnings per common share (“EPS”) and diluted EPS are calculated by dividing net income attributable to Tutor Perini Corporation by the following: for basic EPS, the weighted-average number of common shares outstanding during the period; and for diluted EPS, the sum of the weighted-average number of both outstanding common shares and potentially dilutive securities, which for the Company can include restricted stock units and unexercised stock options. Potentially dilutive securities also included the Convertible Notes (as defined in Note 9) prior to their repayment on June 15, 2021; however, the notes had no impact on diluted EPS. The Company calculates the effect of the potentially dilutive restricted stock units and stock options using the treasury stock method.
11
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands, except per common share data) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net income attributable to Tutor Perini Corporation | $ | 15,394 | $ | 36,819 | $ | 62,593 | $ | 72,899 | |||||||||
| Weighted-average common shares outstanding, basic | 51,072 | 50,787 | 50,995 | 50,598 | |||||||||||||
| Effect of dilutive restricted stock units and stock options | 294 | 454 | 369 | 406 | |||||||||||||
| Weighted-average common shares outstanding, diluted | 51,366 | 51,241 | 51,364 | 51,004 | |||||||||||||
| Net income attributable to Tutor Perini Corporation per common share: | |||||||||||||||||
| Basic | $ | 0.30 | $ | 0.72 | $ | 1.23 | $ | 1.44 | |||||||||
| Diluted | $ | 0.30 | $ | 0.72 | $ | 1.22 | $ | 1.43 | |||||||||
| Anti-dilutive securities not included above | 2,131 | 1,514 | 1,861 | 1,977 | |||||||||||||
(7)Income Taxes
The Company’s effective income tax rates were 24.9% and 22.0% for the three and nine months ended September 30, 2021, respectively. The effective income tax rates for both periods were higher than the 21% federal statutory rate primarily due to state income taxes and adjustments recorded when the final 2020 tax return information became available, partially offset by earnings attributable to noncontrolling interests, for which income taxes are not the responsibility of the Company.
The Company’s effective tax rates for the three and nine months ended September 30, 2020 were 0.1% and 12.2%, respectively. The effective income tax rates were lower than the 21% federal statutory rate primarily due to the favorable tax rate differential realized on the 2019 net operating loss ("NOL") carryback and earnings attributable to noncontrolling interests, for which income taxes are not the responsibility of the Company. Under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), enacted on March 27, 2020, the NOL generated in 2019 may be carried back up to five years, whereas under previous rules NOLs were only allowed to be carried forward. This allowed the Company to realize the benefit of the tax rate differential by carrying back the NOL to tax years when the federal statutory tax rate was 35% rather than the current rate of 21%. The majority of the NOL benefit was recorded in the third quarter of 2020 when final tax return information was received from the Company's joint venture partners. These benefits to the effective tax rates for both periods of 2020 were partially offset by state income taxes, the impact of cancelled stock options and the lower vested amounts or forfeiture of restricted stock units, for which some or all of the share-based compensation expense recognized in prior periods was not deductible for income tax purposes.
(8)Goodwill and Intangible Assets
Goodwill
The following table presents the changes in the carrying amount of goodwill since its inception through September 30, 2021:
| (in thousands) | Civil | Building | Specialty Contractors | Total | ||||||||||
| Gross goodwill as of December 31, 2020 | $ | 492,074 | $ | 424,724 | $ | 156,193 | $ | 1,072,991 | ||||||
| Accumulated impairment as of December 31, 2020 | (286,931) | (424,724) | (156,193) | (867,848) | ||||||||||
| Goodwill as of December 31, 2020 | 205,143 | — | — | 205,143 | ||||||||||
| Current year activity | — | — | — | — | ||||||||||
| Goodwill as of September 30, 2021 | $ | 205,143 | $ | — | $ | — | $ | 205,143 | ||||||
The Company tests the goodwill allocated to its Civil reporting unit for impairment annually on October 1, or more frequently if events or circumstances indicate it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The Company performed its annual impairment test in the fourth quarter of 2020 using a weighted average of an
12
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
income and a market approach. These approaches utilize various valuation assumptions, and small changes to the assumptions could have a significant impact on the concluded fair value. Based on this assessment, the Company concluded goodwill was not impaired since the estimated fair value of the Civil reporting unit exceeded its carrying value. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of our annual impairment test that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount.
The Company will continue to monitor events and circumstances for changes that indicate the Civil reporting unit goodwill would need to be reevaluated for impairment during future interim periods prior to the annual impairment test. These future events and circumstances include, but are not limited to, changes in the overall financial performance of the Civil reporting unit, impacts to our business as a result of the COVID-19 pandemic, as well as other quantitative and qualitative factors which could indicate potential triggering events for possible impairment.
Intangible Assets
Intangible assets consist of the following:
| As of September 30, 2021 | Weighted-Average Amortization Period | |||||||||||||||||||
| (in thousands) | Cost | Accumulated Amortization | Accumulated Impairment Charge | Carrying Value | ||||||||||||||||
| Trade names (non-amortizable) | $ | 117,600 | $ | — | $ | (67,190) | $ | 50,410 | Indefinite | |||||||||||
| Trade names (amortizable) | 74,350 | (25,620) | (23,232) | 25,498 | 20 years | |||||||||||||||
| Contractor license | 6,000 | — | (6,000) | — | N/A | |||||||||||||||
| Customer relationships | 39,800 | (22,868) | (16,645) | 287 | 12 years | |||||||||||||||
| Construction contract backlog | 149,290 | (129,016) | — | 20,274 | 3 years | |||||||||||||||
| Total | $ | 387,040 | $ | (177,504) | $ | (113,067) | $ | 96,469 | ||||||||||||
| As of December 31, 2020 | Weighted-Average Amortization Period | |||||||||||||||||||
| (in thousands) | Cost | Accumulated Amortization | Accumulated Impairment Charge | Carrying Value | ||||||||||||||||
| Trade names (non-amortizable) | $ | 117,600 | $ | — | $ | (67,190) | $ | 50,410 | Indefinite | |||||||||||
| Trade names (amortizable) | 74,350 | (23,754) | (23,232) | 27,364 | 20 years | |||||||||||||||
| Contractor license | 6,000 | — | (6,000) | — | N/A | |||||||||||||||
| Customer relationships | 39,800 | (22,103) | (16,645) | 1,052 | 12 years | |||||||||||||||
| Construction contract backlog | 149,290 | (105,001) | — | 44,289 | 3 years | |||||||||||||||
| Total | $ | 387,040 | $ | (150,858) | $ | (113,067) | $ | 123,115 | ||||||||||||
Amortization expense for the three and nine months ended September 30, 2021 was $9.3 million and $26.6 million, respectively. Amortization expense for the three and nine months ended September 30, 2020 was $9.3 million and $23.9 million, respectively. As of September 30, 2021, amortization expense is estimated to be $9.3 million for the remainder of 2021, $14.4 million in 2022, $2.5 million per year for the years 2023 through 2026 and $12.4 million thereafter.
The Company performed its annual impairment test for non-amortizable trade names during the fourth quarter of 2020. Based on this assessment, the Company concluded that its non-amortizable trade names were not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of our annual impairment test that would indicate impairment of its non-amortizable trade names.
13
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(9)Financial Commitments
Long-Term Debt
Long-term debt as reported on the Condensed Consolidated Balance Sheets consisted of the following:
| (in thousands) | As of September 30, 2021 | As of December 31, 2020 | ||||||
| 2017 Senior Notes | $ | 495,994 | $ | 495,271 | ||||
| Term Loan B | 406,835 | 408,458 | ||||||
| 2020 Revolver | — | — | ||||||
Convertible Notes(a) | — | 67,878 | ||||||
| Equipment financing and mortgages | 54,381 | 47,594 | ||||||
| Other indebtedness | 10,774 | 6,264 | ||||||
| Total debt | 967,984 | 1,025,465 | ||||||
Less: Current maturities(a) | 28,029 | 100,188 | ||||||
| Long-term debt, net | $ | 939,955 | $ | 925,277 | ||||
____________________________________________________________________________________________________
(a)The Company repaid the remaining principal balance of the Convertible Notes at maturity on June 15, 2021. As of December 31, 2020, the balance of the Convertible Notes was included in current maturities on the Condensed Consolidated Balance Sheet.
The following table reconciles the outstanding debt balances to the reported debt balances as of September 30, 2021 and December 31, 2020:
| As of September 30, 2021 | As of December 31, 2020 | ||||||||||||||||||||||
| (in thousands) | Outstanding Debt | Unamortized Discounts and Issuance Costs | Debt, as reported | Outstanding Debt | Unamortized Discounts and Issuance Costs | Debt, as reported | |||||||||||||||||
| 2017 Senior Notes | $ | 500,000 | $ | (4,006) | $ | 495,994 | $ | 500,000 | $ | (4,729) | $ | 495,271 | |||||||||||
| Term Loan B | 420,750 | (13,915) | 406,835 | 423,938 | (15,480) | 408,458 | |||||||||||||||||
| Convertible Notes | — | — | — | 69,918 | (2,040) | 67,878 | |||||||||||||||||
The unamortized issuance costs related to the 2020 Revolver were $2.2 million and $2.6 million as of September 30, 2021 and December 31, 2020, respectively, and are included in other assets on the Condensed Consolidated Balance Sheets.
2020 Credit Agreement
On August 18, 2020, the Company entered into a new credit agreement (the “2020 Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provides for a $425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the “2020 Revolver”), with sublimits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The Term Loan B will mature on August 18, 2027 and the 2020 Revolver will mature on August 18, 2025, in each case, unless any of the 2017 Senior Notes are outstanding on January 30, 2025 (which is 91 days prior to the maturity of the 2017 Senior Notes), in which case, both the Term Loan B and the 2020 Revolver will mature on January 30, 2025 (subject to certain further exceptions).
The 2020 Credit Agreement permits the Company to repay any or all borrowings outstanding under the 2020 Credit Agreement at any time prior to maturity without penalty, except that the Company must pay a 1.00% premium in respect to the Term Loan B in connection with any transactions that reduce the yield applicable to the Term Loan B within the first twelve months after August 18, 2020 (subject to certain further exceptions). The 2020 Credit Agreement requires the Company to make regularly scheduled payments of principal on the Term Loan B in quarterly installments equal to 0.25% of the initial principal amount of the Term Loan B. The 2020 Credit Agreement also requires the Company to make prepayments on the Term Loan B in connection with certain asset sales, receipts of insurance proceeds, incurrences of unpermitted indebtedness and annual excess cash flow (subject to certain exceptions).
14
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provides the Company with the right to increase the commitments under the 2020 Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 1.35:1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 3.50:1.00 and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio does not exceed 3.50:1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) is no less than 2.00:1.00.
Borrowings under the 2020 Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) (a) LIBOR or (b) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the LIBOR rate for a one-month interest period plus 100 basis points) plus, (ii) an applicable margin. The margin applicable to the Term Loan B is between 4.50% and 4.75% for LIBOR and between 3.50% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the Total Net Leverage Ratio. The margin applicable to the 2020 Revolver is between 4.25% and 4.75% for LIBOR and 3.25% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the First Lien Net Leverage Ratio. In addition to paying interest on outstanding principal under the 2020 Credit Agreement, the Company will pay a commitment fee to the lenders under the 2020 Revolver in respect of the unutilized commitments thereunder. The Company will pay customary letter of credit fees. If a payment or bankruptcy event of default occurs and is continuing, the otherwise applicable margin on overdue amounts will be increased by 2% per annum. The agreement includes provisions for the replacement of LIBOR with an alternative benchmark rate in the event LIBOR is discontinued. The weighted-average annual interest rate on borrowings under the 2020 Revolver was 6.50% during the nine months ended September 30, 2021.
The 2020 Credit Agreement requires, with respect to the 2020 Revolver only, the Company and its restricted subsidiaries to maintain a maximum First Lien Net Leverage Ratio of 2.75:1:00, stepping down to 2.25:1.00 beginning the quarter ending March 31, 2022. The 2020 Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default. Subject to certain exceptions, substantially all of the Company’s existing and future material wholly-owned subsidiaries unconditionally guarantee the obligations of the Company under the 2020 Credit Agreement; additionally, subject to certain exceptions, the obligations are secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations.
As of September 30, 2021, the entire $175 million was available under the 2020 Revolver and the Company had not utilized the 2020 Revolver for letters of credit. The Company was in compliance with the financial covenants under the 2020 Credit Agreement for the period ended September 30, 2021.
Termination of 2017 Credit Facility
On August 18, 2020, the Company used proceeds from the Term Loan B to repay outstanding amounts under its credit agreement (the “2017 Credit Facility”) with SunTrust Bank, now known as Truist Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and a syndicate of other lenders, at which time the 2017 Credit Facility was terminated.
Repurchase and Repayment of Convertible Notes
On June 15, 2016, the Company issued $200 million of 2.875% Convertible Senior Notes due June 15, 2021 (the “Convertible Notes”) in a private placement offering. On August 19, 2020, the Company used proceeds from the Term Loan B to repurchase $130.1 million aggregate principal amount of the Convertible Notes for an aggregate purchase price of $132.4 million (including accrued and unpaid interest to the repurchase date). The Company repaid the remaining $69.9 million principal balance of the Convertible Notes at maturity on June 15, 2021 using proceeds from the Term Loan B, which were held in a restricted cash account for this purpose. None of the Convertible Notes remained outstanding as of September 30, 2021.
2017 Senior Notes
On April 20, 2017, the Company issued $500 million in aggregate principal amount of 6.875% Senior Notes due May 1, 2025 (the “2017 Senior Notes”) in a private placement offering. Interest on the 2017 Senior Notes is payable in arrears semi-annually in May and November of each year, beginning in November 2017.
The Company may redeem the 2017 Senior Notes at specified redemption prices described in the indenture. Upon a change of control, holders of the 2017 Senior Notes may require the Company to repurchase all or part of the 2017 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.
15
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The 2017 Senior Notes are senior unsecured obligations of the Company and are guaranteed by substantially all of the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2020 Credit Agreement, as defined above. In addition, the indenture for the 2017 Senior Notes provides for customary covenants, including events of default and restrictions on the payment of dividends and share repurchases.
Interest Expense
Interest expense as reported in the Condensed Consolidated Statements of Income consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Cash interest expense: | |||||||||||||||||
| Interest on 2017 Senior Notes | $ | 8,594 | $ | 8,594 | $ | 25,781 | $ | 25,781 | |||||||||
| Interest on Term Loan B | 6,198 | 2,919 | 18,407 | 2,919 | |||||||||||||
| Interest on 2020 Revolver | 436 | 26 | 1,109 | 26 | |||||||||||||
| Interest on 2017 Credit Facility | — | 588 | — | 5,341 | |||||||||||||
| Interest on Convertible Notes | — | 995 | 921 | 3,870 | |||||||||||||
| Other interest | 532 | 577 | 1,422 | 1,616 | |||||||||||||
| Cash portion of loss on extinguishment | — | 786 | — | 786 | |||||||||||||
| Total cash interest expense | 15,760 | 14,485 | 47,640 | 40,339 | |||||||||||||
Non-cash interest expense:(a) | |||||||||||||||||
| Amortization of discount and debt issuance costs on Convertible Notes | — | 2,073 | 2,040 | 7,870 | |||||||||||||
| Amortization of discount and debt issuance costs on Term Loan B | 547 | 253 | 1,613 | 253 | |||||||||||||
| Amortization of debt issuance costs on 2020 Revolver | 142 | 64 | 426 | 64 | |||||||||||||
| Amortization of debt issuance costs on 2017 Credit Facility | — | 198 | — | 1,002 | |||||||||||||
| Amortization of debt issuance costs on 2017 Senior Notes | 245 | 229 | 723 | 674 | |||||||||||||
| Non-cash portion of loss on extinguishment | — | 8,311 | — | 8,311 | |||||||||||||
| Total non-cash interest expense | 934 | 11,128 | 4,802 | 18,174 | |||||||||||||
| Total interest expense | $ | 16,694 | $ | 25,613 | $ | 52,442 | $ | 58,513 | |||||||||
____________________________________________________________________________________________________
(a)The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rates for the 2017 Senior Notes, Term Loan B and the Convertible Notes were 7.13%, 6.48% and 9.39%, respectively, for the nine months ended September 30, 2021.
(10)Leases
The Company leases certain office space, construction and office equipment, vehicles and temporary housing generally under non-cancelable operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet, and the Company generally recognizes lease expense for these leases on a straight-line basis over the lease term. As of September 30, 2021, the Company’s operating leases have remaining lease terms ranging from less than one year to 17 years, some of which include options to renew the leases. The exercise of lease renewal options is generally at the Company’s sole discretion. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.
16
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following table presents components of lease expense for the three and nine months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Operating lease expense | $ | 3,660 | $ | 3,563 | $ | 11,085 | $ | 10,991 | |||||||||
Short-term lease expense(a) | 17,951 | 24,502 | 57,377 | 64,823 | |||||||||||||
| 21,611 | 28,065 | 68,462 | 75,814 | ||||||||||||||
| Less: Sublease income | 176 | 193 | 522 | 851 | |||||||||||||
| Total lease expense | $ | 21,435 | $ | 27,872 | $ | 67,940 | $ | 74,963 | |||||||||
____________________________________________________________________________________________________
(a)Short-term lease expense includes all leases with lease terms ranging from less than one month to one year. Short-term leases include, among other things, construction equipment rented on an as-needed basis as well as temporary housing.
The following table presents supplemental balance sheet information related to operating leases:
| (dollars in thousands) | Balance Sheet Line Item | As of September 30, 2021 | As of December 31, 2020 | ||||||||
| Assets | |||||||||||
| Right-of-use assets | $ | 55,845 | $ | 55,897 | |||||||
| Total lease assets | $ | 55,845 | $ | 55,897 | |||||||
| Liabilities | |||||||||||
| Current lease liabilities | $ | 8,060 | $ | 7,661 | |||||||
| Long-term lease liabilities | 51,690 | 51,336 | |||||||||
| Total lease liabilities | $ | 59,750 | $ | 58,997 | |||||||
| Weighted-average remaining lease term | 11.9 years | 12.5 years | |||||||||
| Weighted-average discount rate | 9.40 | % | 9.22 | % | |||||||
The following table presents supplemental cash flow information and non-cash activity related to operating leases:
| Nine Months Ended September 30, | ||||||||
| (in thousands) | 2021 | 2020 | ||||||
| Operating cash flow information: | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | (10,344) | $ | (11,026) | ||||
| Non-cash activity: | ||||||||
| Right-of-use assets obtained in exchange for lease liabilities | $ | 6,686 | $ | 6,251 | ||||
The following table presents maturities of operating lease liabilities on an undiscounted basis as of September 30, 2021:
Year (in thousands) | Operating Leases | ||||
2021 (excluding the nine months ended September 30, 2021) | $ | 3,422 | |||
| 2022 | 12,474 | ||||
| 2023 | 9,688 | ||||
| 2024 | 7,640 | ||||
| 2025 | 6,803 | ||||
| Thereafter | 66,473 | ||||
| Total lease payments | 106,500 | ||||
| Less: Imputed interest | 46,750 | ||||
| Total | $ | 59,750 | |||
17
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(11)Commitments and Contingencies
The Company and certain of its subsidiaries are involved in litigation and other legal proceedings and forms of dispute resolution in the ordinary course of business, including but not limited to disputes over contract payment and/or performance-related issues (such as disagreements regarding delay or a change in the scope of work of a project and/or the price associated with that change) and other matters incidental to the Company’s business. In accordance with ASC 606, the Company makes assessments of these types of matters on a routine basis and, to the extent permitted by ASC 606, estimates and records recovery related to these matters as a form of variable consideration at the most likely amount the Company expects to receive, as discussed further in Note 4. In addition, the Company is contingently liable for litigation, performance guarantees and other commitments arising in the ordinary course of business, which are accounted for in accordance with ASC 450, Contingencies. Management reviews these matters regularly and updates or revises its estimates as warranted by subsequent information and developments. These assessments require judgments concerning matters that are inherently uncertain, such as litigation developments and outcomes, the anticipated outcome of negotiations and the estimated cost of resolving disputes. Consequently, these assessments are estimates, and actual amounts may vary from such estimates. In addition, because such matters are typically resolved over long periods of time, the Company’s assets and liabilities may change over time should the circumstances dictate. The description of the legal proceedings listed below include management’s assessment of those proceedings. Management believes that, based on current information and discussions with the Company’s legal counsel, the ultimate resolution of other matters is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
A description of the material pending legal proceedings, other than ordinary routine litigation incidental to the business is as follows:
Five Star Electric Matter
In the third quarter of 2015, Five Star Electric Corp. (“Five Star”), a wholly owned subsidiary of the Company that was acquired in 2011, entered into a tolling agreement (which has since expired) related to an ongoing investigation being conducted by the United States Attorney’s Office for the Eastern District of New York (“USAO EDNY”). Five Star has been cooperating with the USAO EDNY since late June 2014, when it was first made aware of the investigation, and has provided information requested by the government related to its use of certain minority-owned, women-owned, small and disadvantaged business enterprises and certain of Five Star’s employee compensation, benefit and tax practices.
As of September 30, 2021, the Company has concluded that the potential for a material adverse financial impact on Five Star or the Company as a result of the investigation is remote.
Alaskan Way Viaduct Matter
In January 2011, Seattle Tunnel Partners (“STP”), a joint venture between Dragados USA, Inc. and the Company, entered into a design-build contract with the Washington State Department of Transportation (“WSDOT”) for the construction of a large-diameter bored tunnel in downtown Seattle, King County, Washington to replace the Alaskan Way Viaduct, also known as State Route 99. The Company has a 45% interest in STP.
The construction of the large-diameter bored tunnel required the use of a tunnel boring machine (“TBM”). In December 2013, the TBM struck a steel pipe, installed by WSDOT as a well casing for an exploratory well. The TBM was significantly damaged and was required to be repaired. STP has asserted that the steel pipe casing was a differing site condition that WSDOT failed to properly disclose. The Disputes Review Board mandated by the contract to hear disputes issued a decision finding the steel casing was a Type I (material) differing site condition. WSDOT did not accept that finding.
The TBM was insured under a Builder’s Risk Insurance Policy (the “Policy”) with Great Lakes Reinsurance (UK) PLC and a consortium of other insurers (the “Insurers”). STP submitted the claims to the Insurers and requested interim payments under the Policy. The Insurers refused to pay and denied coverage. In June 2015, STP filed a lawsuit in the King County Superior Court, State of Washington seeking declaratory relief concerning contract interpretation, as well as damages as a result of the Insurers’ breach of their obligations under the terms of the Policy. STP is also asserting extra-contractual and statutory claims against the Insurers. STP submitted damages to the Insurers in the King County lawsuit in the amount of $532 million. WSDOT is deemed a plaintiff since WSDOT is an insured under the Policy and had filed its own claim for damages. Hitachi Zosen (“Hitachi”), the manufacturer of the TBM, joined the case as a plaintiff for costs incurred to repair the damages to the TBM. In April and September 2018, rulings received on pre-trial motions limited some of the potential recoveries under the Policy for
18
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
STP, WSDOT and Hitachi. On August 2, 2021, the Court of Appeals reversed in part certain of those limitations but affirmed other parts of those rulings. On September 1, 2021, STP, WSDOT and Hitachi sought discretionary review by the Washington Supreme Court of the portions of the Court of Appeals’ decision that affirmed the April and September 2018 decisions. STP also sought $532 million of damages from WSDOT related to the pipe-strike by the TBM in a related lawsuit in Thurston County (see following paragraph).
In March 2016, WSDOT filed a complaint against STP in Thurston County Superior Court alleging breach of contract, seeking $57.2 million in delay-related damages and seeking declaratory relief concerning contract interpretation. STP filed its answer to WSDOT’s complaint and filed a counterclaim against WSDOT and Hitachi, as the TBM designer, seeking damages of $667 million. On October 3, 2019, STP and Hitachi entered into a settlement agreement which released and dismissed the claims that STP and Hitachi had against each other. The jury trial between STP and WSDOT commenced on October 7, 2019 and concluded on December 13, 2019, with a jury verdict in favor of WSDOT awarding them $57.2 million in damages. Judgment was entered on January 10, 2020, and a notice of appeal was filed by STP on January 17, 2020.
The Company recorded the impact of the jury verdict during the fourth quarter of 2019, resulting in a pre-tax charge of $166.8 million. The charge included a pre-tax accrual of $25.7 million (which is the Company’s 45% proportionate share of the $57.2 million in damages awarded by the jury to WSDOT). Payment of damages will only be made if the adverse verdict is upheld on appeal, as the payment is secured by a bond for the course of the appeal. Other than the possible future payment in cash of $25.7 million in damages, the charge was for non-cash write-downs primarily related to the costs and estimated earnings in excess of billings and receivables that the Company previously recorded to reflect its expected recovery in this case.
With respect to STP’s direct and indirect claims against the Insurers, management has included in receivables an estimate of the total anticipated recovery concluded to be probable.
George Washington Bridge Bus Station Matter
In August 2013, Tutor Perini Building Corp. (“TPBC”) entered into a contract with the George Washington Bridge Bus Station Development Venture, LLC (the “Developer”) to renovate the George Washington Bridge Bus Station, a mixed-use facility owned by the Port Authority of New York and New Jersey (the “Port Authority”) that serves as a transit facility and retail space. The $100 million project experienced significant design errors and associated delays, resulting in damages to TPBC and its subcontractors, including WDF and Five Star, wholly owned subsidiaries of the Company. The project reached substantial completion on May 16, 2017.
On February 26, 2015, the Developer filed a demand for arbitration, subsequently amended, seeking $30 million in alleged damages and declaratory relief that TPBC’s requests for additional compensation are invalid due to lack of notice. TPBC denied the Developer’s claims and filed a counterclaim in March 2018. TPBC seeks in excess of $113 million in the arbitration, which includes unpaid contract balance claims, the return of $29 million retained by the Developer in alleged damages, as well as extra work claims, pass-through claims and delay claims.
Hearings on the merits commenced on September 24, 2018 before the arbitration panel. On June 4, 2019, the arbitration panel, as confirmed by the U.S. District Court in the Southern District of New York, issued a writ of attachment for $23 million of the $29 million discussed above. On October 7, 2019, the Developer filed for bankruptcy protection in the Southern District of New York under Chapter 11 of the Bankruptcy Code. The filing for bankruptcy stayed the pending arbitration proceedings. TPBC appeared in the bankruptcy proceedings on October 8, 2019 and filed a Proof of Claim in the amount of $113 million on December 13, 2019.
On June 5, 2020, the Developer, secured lenders and the Port Authority announced that they had reached a settlement of their disputes. As part of the settlement, the Port Authority waived the enforcement of its right to seek a “cure” pursuant to its lease agreement with the Developer which requires construction costs be paid prior to any sale of the leasehold, the sole asset in the Developer’s bankruptcy estate to be distributed in this bankruptcy. On July 14, 2020, the bankruptcy court conducted a hearing to determine (1) whether to approve the settlement agreement between the Developer, secured lenders and the Port Authority; and (2) whether TPBC can assert third-party beneficiary rights to the lease agreement and require that prior to the sale of the leasehold, any outstanding costs owed to contractors for the cost of building the project must be paid pursuant to the lease agreement’s “cure” provisions. On August 12, 2020, the bankruptcy court approved the settlement and denied TPBC’s third-party beneficiary rights under the lease agreement. On August 20, 2020, TPBC filed an appeal with the U.S. District Court for the Southern District of New York seeking to challenge the denial of its third-party beneficiary rights under the lease agreement’s “cure” provisions to avoid being subordinate to the claims of the secured lenders in the bankruptcy proceedings,
19
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
which was denied by the U.S. District Court on August 4, 2021 and is now before the Second Circuit Court of Appeals. On August 25, 2021, the bankruptcy court approved the sale of the leasehold, which was completed on August 31, 2021. On October 1, 2021, the bankruptcy court converted the case from a Chapter 11 to a Chapter 7 bankruptcy proceeding.
Separately, on July 2, 2018, TPBC filed a lawsuit against the Port Authority, as owner of the project, seeking the same $113 million in damages pursuant to the lease agreement between the Port Authority and the Developer. On August 20, 2018, the Port Authority filed a motion to dismiss all causes of action, which was denied by the court on July 1, 2019. The Port Authority appealed this decision on July 15, 2019. On February 18, 2021, the Appellate Division affirmed in part and reversed in part the trial court's denial of the Port Authority's motion to dismiss TPBC’s causes of action. On March 29, 2021, the Port Authority filed a new motion to dismiss on additional grounds. In addition, on August 11, 2021, TPBC filed a second lawsuit against the Port Authority alleging tortious interference with TPBC’s right to recover under the lease agreement’s “cure” provision in the bankruptcy proceeding.
On January 27, 2020, TPBC filed separate litigation in the U.S. District Court for the Southern District of New York in which TPBC asserted related claims against individual owners of the Developer for their wrongful conversion of project funds and against lenders that received interest payments from project funds and other amounts earmarked to pay the contractors. On June 1, 2020, the defendants filed motions to dismiss, which were granted in part and denied in part, resulting in the lender defendants being dismissed from the lawsuit and the lawsuit against the individual owners of the Developer continuing. On July 26, 2021, the lawsuit was refiled in New York state court.
As of September 30, 2021, the Company has concluded that the potential for a material adverse financial impact due to the Developer’s claims is remote. With respect to TPBC’s claims against the Developer, its owners, certain lenders and the Port Authority, management has made an estimate of the total anticipated recovery on this project, and such estimate is included in revenue recorded to date.
(12)Share-Based Compensation
As of September 30, 2021, there were 1,036,709 shares of common stock available for grant under the Tutor Perini Corporation Omnibus Incentive Plan. During the nine months ended September 30, 2021 and 2020, the Company granted the following share-based instruments: (1) restricted stock units totaling 555,986 and 75,000 with weighted-average fair values per share of $16.52 and $13.93, respectively; and (2) stock options totaling 100,000 and 75,000 with weighted-average fair values per share of $15.21 and $3.94, respectively, and weighted-average per share exercise prices of $19.24 and $25.70, respectively; and (3) unrestricted stock units totaling 96,668 and 194,177 with weighted-average fair values per share of $15.62 and $8.60, respectively. The Company also granted 275,986 cash-settled performance stock units (“CPSUs”) with a weighted-average grant date fair value per share of $20.21 during the nine months ended September 30, 2021. CPSUs vest upon satisfaction of market or performance conditions and are settled in cash based on the value of the Company’s common stock on the vesting date. CPSUs are classified as liability awards and are remeasured at fair value at the end of each reporting period with the change in fair value recognized in earnings. Since no shares are issued, these awards do not dilute equity.
The fair value of restricted stock units and unrestricted stock is based on the closing price of the Company’s common stock on the New York Stock Exchange on the date of the grant and the fair value of stock options is based on the Black-Scholes model. The fair value of stock options granted during the first nine months of 2021 was determined using the Black-Scholes model based on the following weighted-average assumptions: (i) expected life of 6.5 years, (ii) expected volatility of 73.74%, (iii) risk-free rate of 1.44%, and (iv) no quarterly dividends. Certain performance-based awards contain market condition components and are valued on the date of grant using a Monte Carlo simulation model.
For certain restricted stock unit grants with guaranteed minimum payouts and CPSUs, the Company recognized liabilities totaling approximately $3.6 million and $2.4 million as of September 30, 2021 and December 31, 2020, respectively. The Company paid approximately $0.3 million to settle liability classified awards during each of the nine month periods ended September 30, 2021 and 2020.
For the three and nine months ended September 30, 2021, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements totaling $3.1 million and $8.1 million, respectively, and $2.5 million and $10.7 million for the three and nine months ended September 30, 2020, respectively. As of September 30, 2021, the balance of unamortized share-based compensation expense was $20.6 million, which is expected to be recognized over a weighted-average period of 2.1 years.
20
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(13)Employee Pension Plans
The Company has a defined benefit pension plan and an unfunded supplemental retirement plan. Effective June 1, 2004, all benefit accruals under these plans were frozen; however, the current vested benefit was preserved. The pension disclosure presented below includes aggregated amounts for both of the Company’s plans.
The following table sets forth a summary of the net periodic benefit cost for the three and nine months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Interest cost | $ | 582 | $ | 758 | $ | 1,746 | $ | 2,273 | |||||||||
| Service cost | 236 | 231 | 709 | 694 | |||||||||||||
| Expected return on plan assets | (1,015) | (1,006) | (3,045) | (3,017) | |||||||||||||
| Recognized net actuarial losses | 683 | 592 | 2,049 | 1,775 | |||||||||||||
| Net periodic benefit cost | $ | 486 | $ | 575 | $ | 1,459 | $ | 1,725 | |||||||||
The Company contributed $1.0 million and $3.2 million to its defined benefit pension plan during the nine months ended September 30, 2021 and 2020, respectively. Due to the election of certain options provided under the American Rescue Plan Act of 2021, enacted on March 11, 2021, the Company is not required to contribute additional amounts to the defined benefit pension plan for the remainder of 2021.
(14)Fair Value Measurements
The fair value hierarchy established by ASC 820, Fair Value Measurement, prioritizes the use of inputs used in valuation techniques into the following three levels:
•Level 1 inputs are observable quoted prices in active markets for identical assets or liabilities
•Level 2 inputs are observable, either directly or indirectly, but are not Level 1 inputs
•Level 3 inputs are unobservable
The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020:
| As of September 30, 2021 | As of December 31, 2020 | ||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | Fair Value Hierarchy | ||||||||||||||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
Cash and cash equivalents(a) | $ | 187,535 | $ | — | $ | — | $ | 187,535 | $ | 374,289 | $ | — | $ | — | $ | 374,289 | |||||||||||||||||||
Restricted cash(a) | 6,922 | — | — | 6,922 | 77,563 | — | — | 77,563 | |||||||||||||||||||||||||||
Restricted investments(b) | — | 86,576 | — | 86,576 | — | 78,912 | — | 78,912 | |||||||||||||||||||||||||||
Investments in lieu of retainage(c) | 25,638 | 56,555 | — | 82,193 | 92,609 | 1,300 | — | 93,909 | |||||||||||||||||||||||||||
| Total | $ | 220,095 | $ | 143,131 | $ | — | $ | 363,226 | $ | 544,461 | $ | 80,212 | $ | — | $ | 624,673 | |||||||||||||||||||
____________________________________________________________________________________________________
(a)Includes money market funds and short-term investments with maturity dates of three months or less when acquired.
(b)Restricted investments, as of September 30, 2021, consist of investments in corporate debt securities of $45.8 million, U.S. government agency securities of $40.0 million and corporate certificates of deposits of $0.8 million with maturities of up to five years, and are valued based on pricing models, which are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets and are therefore classified as Level 2 assets. As of December 31, 2020, restricted investments consisted of investments in U.S. government agency securities of $40.5 million, corporate debt securities of $37.5 million and corporate certificates of deposits of $0.9 million with
21
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
maturities of up to five years. The amortized cost of these available-for-sale securities at September 30, 2021 and December 31, 2020 was not materially different from the fair value.
(c)Investments in lieu of retainage are included in retainage receivable and as of September 30, 2021 are comprised of corporate debt securities of $55.3 million, money market funds of $25.6 million and municipal bonds of $1.3 million. The fair values of the money market funds are measured using quoted market prices; therefore, they are classified as Level 1 assets. The fair values of corporate and municipal bonds have maturity periods up to five years, and are determined from a compilation of primarily observable market information, third-party quoted market prices, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets. As of December 31, 2020, investments in lieu of retainage consisted of money market funds of $92.6 million and municipal bonds of $1.3 million. The amortized cost of these available-for-sale securities at September 30, 2021 and December 31, 2020 was not materially different from the fair value.
The carrying values of receivables, payables and other amounts arising out of normal contract activities, including retainage, which may be settled beyond one year, are estimated to approximate fair value. Of the Company’s long-term debt, the fair value of the 2017 Senior Notes was $513.6 million and $495.0 million as of September 30, 2021 and December 31, 2020, respectively. The fair value of the Convertible Notes was $69.1 million as of December 31, 2020 and the Company repaid the remaining principal balance of the notes at maturity on June 15, 2021. The fair values of the 2017 Senior Notes and Convertible Notes were determined using Level 1 inputs, specifically current observable market prices. The fair value of the Term Loan B was $420.8 million and $425.0 million as of September 30, 2021 and December 31, 2020, respectively. The fair value of the Term Loan B was determined using Level 2 inputs, specifically third-party quoted market prices. The reported value of the Company’s remaining borrowings approximates fair value as of September 30, 2021 and December 31, 2020.
(15)Variable Interest Entities (VIEs)
The Company may form joint ventures or partnerships with third parties for the execution of projects. In accordance with ASC 810, Consolidation (“ASC 810”), the Company assesses its partnerships and joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether a joint venture is a VIE.
ASC 810 also requires the Company to determine whether it is the primary beneficiary of the VIE. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the VIE and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the Company is the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. In accordance with ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is performed continuously.
As of September 30, 2021, the Company had unconsolidated VIE-related current assets and liabilities of $1.7 million and $1.5 million, respectively, included in the Company’s Condensed Consolidated Balance Sheet. As of December 31, 2020, the Company had unconsolidated VIE-related current assets and liabilities of $0.6 million and $0.5 million, respectively, included in the Company’s Condensed Consolidated Balance Sheet. The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments. There were no future funding requirements for the unconsolidated VIEs as of September 30, 2021.
As of September 30, 2021, the Company’s Condensed Consolidated Balance Sheet included current and noncurrent assets of $510.1 million and $3.3 million, respectively, as well as current liabilities of $460.8 million related to the operations of its consolidated VIEs. As of December 31, 2020, the Company’s Condensed Consolidated Balance Sheet included current and noncurrent assets of $405.7 million and $14.2 million, respectively, as well as current liabilities of $514.9 million related to the operations of its consolidated VIEs.
22
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Below is a discussion of some of the Company’s more significant or unique VIEs.
The Company established a joint venture to construct the Purple Line Extension Section 2 (Tunnels and Stations) and Section 3 (Stations) mass-transit projects in Los Angeles, California with an original combined value of approximately $2.8 billion. The Company has a 75% interest in the joint venture with the remaining 25% held by O&G Industries, Inc. The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.
The Company also established a joint venture with Parsons Corporation (“Parsons”) to construct the Newark Liberty International Airport Terminal One project, a transportation infrastructure project in Newark, New Jersey with an original value of approximately $1.4 billion. The Company has an 80% interest in the joint venture with the remaining 20% held by Parsons. The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.
(16)Changes in Equity
A reconciliation of the changes in equity for the three and nine months ended September 30, 2021 and 2020 is provided below:
| Three Months Ended September 30, 2021 | ||||||||||||||||||||
| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||
| Balance - June 30, 2021 | $ | 51,072 | $ | 1,130,368 | $ | 469,584 | $ | (46,526) | $ | 5,932 | $ | 1,610,430 | ||||||||
| Net income | — | — | 15,394 | — | 10,847 | 26,241 | ||||||||||||||
| Other comprehensive loss | — | — | — | (634) | (447) | (1,081) | ||||||||||||||
| Share-based compensation | — | 2,030 | — | — | — | 2,030 | ||||||||||||||
| Issuance of common stock, net | — | (2) | — | — | — | (2) | ||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | 3,000 | 3,000 | ||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | (10,000) | (10,000) | ||||||||||||||
| Balance - September 30, 2021 | $ | 51,072 | $ | 1,132,396 | $ | 484,978 | $ | (47,160) | $ | 9,332 | $ | 1,630,618 | ||||||||
| Nine Months Ended September 30, 2021 | ||||||||||||||||||||
| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||
| Balance - December 31, 2020 | $ | 50,827 | $ | 1,127,385 | $ | 422,385 | $ | (46,741) | $ | (10,911) | $ | 1,542,945 | ||||||||
| Net income | — | — | 62,593 | — | 30,364 | 92,957 | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | (419) | 129 | (290) | ||||||||||||||
| Share-based compensation | — | 6,787 | — | — | — | 6,787 | ||||||||||||||
| Issuance of common stock, net | 245 | (1,776) | — | — | — | (1,531) | ||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | 7,000 | 7,000 | ||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | (17,250) | (17,250) | ||||||||||||||
| Balance - September 30, 2021 | $ | 51,072 | $ | 1,132,396 | $ | 484,978 | $ | (47,160) | $ | 9,332 | $ | 1,630,618 | ||||||||
23
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Three Months Ended September 30, 2020 | ||||||||||||||||||||
| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||
| Balance - June 30, 2020 | $ | 50,771 | $ | 1,124,672 | $ | 350,071 | $ | (40,597) | $ | (20,776) | $ | 1,464,141 | ||||||||
| Net income | — | — | 36,819 | — | 12,504 | 49,323 | ||||||||||||||
| Other comprehensive income | — | — | — | 781 | 520 | 1,301 | ||||||||||||||
| Share-based compensation | — | 2,471 | — | — | — | 2,471 | ||||||||||||||
| Convertible note repayment allocated to conversion option | — | (929) | — | — | — | (929) | ||||||||||||||
| Issuance of common stock, net | 56 | (759) | — | — | — | (703) | ||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | (6,307) | (6,307) | ||||||||||||||
| Balance - September 30, 2020 | $ | 50,827 | $ | 1,125,455 | $ | 386,890 | $ | (39,816) | $ | (14,059) | $ | 1,509,297 | ||||||||
| Nine Months Ended September 30, 2020 | ||||||||||||||||||||
| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||
| Balance - December 31, 2019 | $ | 50,279 | $ | 1,117,972 | $ | 313,991 | $ | (42,100) | $ | (9,617) | $ | 1,430,525 | ||||||||
| Net income | — | — | 72,899 | — | 33,421 | 106,320 | ||||||||||||||
| Other comprehensive income (loss) | — | — | — | 2,284 | (646) | 1,638 | ||||||||||||||
| Share-based compensation | — | 10,163 | — | — | — | 10,163 | ||||||||||||||
| Convertible note repayment allocated to conversion option | — | (929) | — | — | — | (929) | ||||||||||||||
| Issuance of common stock, net | 548 | (1,751) | — | — | — | (1,203) | ||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | (37,217) | (37,217) | ||||||||||||||
| Balance - September 30, 2020 | $ | 50,827 | $ | 1,125,455 | $ | 386,890 | $ | (39,816) | $ | (14,059) | $ | 1,509,297 | ||||||||
(17)Other Comprehensive Income (Loss)
ASC 220, Comprehensive Income, establishes standards for reporting comprehensive income and its components in the consolidated financial statements. The Company reports the change in pension benefit plan assets/liabilities, cumulative foreign currency translation and change in fair value of investments as components of accumulated other comprehensive income (loss) (“AOCI”).
24
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The components of other comprehensive income (loss) and the related tax effects for the three and nine months ended September 30, 2021 and 2020 were as follows:
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | ||||||||||||||||||||||
| (in thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | |||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Defined benefit pension plan adjustments | $ | 683 | $ | (191) | $ | 492 | $ | 592 | $ | (168) | $ | 424 | |||||||||||
| Foreign currency translation adjustments | (1,389) | 264 | (1,125) | 1,333 | (231) | 1,102 | |||||||||||||||||
| Unrealized loss in fair value of investments | (581) | 133 | (448) | (281) | 56 | (225) | |||||||||||||||||
| Total other comprehensive income (loss) | (1,287) | 206 | (1,081) | 1,644 | (343) | 1,301 | |||||||||||||||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests(a) | (447) | — | (447) | 520 | — | 520 | |||||||||||||||||
| Total other comprehensive income (loss) attributable to Tutor Perini Corporation | $ | (840) | $ | 206 | $ | (634) | $ | 1,124 | $ | (343) | $ | 781 | |||||||||||
(a)The only component of other comprehensive income (loss) attributable to noncontrolling interests is foreign currency translation.
| Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | ||||||||||||||||||||||
| (in thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | |||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Defined benefit pension plan adjustments | $ | 2,049 | $ | (574) | $ | 1,475 | $ | 1,775 | $ | (504) | $ | 1,271 | |||||||||||
| Foreign currency translation adjustments | (541) | 188 | (353) | (1,621) | 365 | (1,256) | |||||||||||||||||
| Unrealized gain (loss) in fair value of investments | (1,828) | 416 | (1,412) | 2,078 | (455) | 1,623 | |||||||||||||||||
| Total other comprehensive income (loss) | (320) | 30 | (290) | 2,232 | (594) | 1,638 | |||||||||||||||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests(a) | 129 | — | 129 | (646) | — | (646) | |||||||||||||||||
| Total other comprehensive income (loss) attributable to Tutor Perini Corporation | $ | (449) | $ | 30 | $ | (419) | $ | 2,878 | $ | (594) | $ | 2,284 | |||||||||||
____________________________________________________________________________________________________
(a)The only component of other comprehensive income (loss) attributable to noncontrolling interests is foreign currency translation.
The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation during the three and nine months ended September 30, 2021 were as follows:
| Three Months Ended September 30, 2021 | ||||||||||||||
| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated Other Comprehensive Income (Loss) | ||||||||||
| Attributable to Tutor Perini Corporation: | ||||||||||||||
| Balance as of June 30, 2021 | $ | (43,104) | $ | (5,126) | $ | 1,704 | $ | (46,526) | ||||||
| Other comprehensive loss before reclassifications | — | (678) | (391) | (1,069) | ||||||||||
| Amounts reclassified from AOCI | 492 | — | (57) | 435 | ||||||||||
| Total other comprehensive income (loss) | 492 | (678) | (448) | (634) | ||||||||||
| Balance as of September 30, 2021 | $ | (42,612) | $ | (5,804) | $ | 1,256 | $ | (47,160) | ||||||
25
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Nine Months Ended September 30, 2021 | ||||||||||||||
| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated Other Comprehensive Income (Loss) | ||||||||||
| Attributable to Tutor Perini Corporation: | ||||||||||||||
| Balance as of December 31, 2020 | $ | (44,087) | $ | (5,322) | $ | 2,668 | $ | (46,741) | ||||||
| Other comprehensive loss before reclassifications | — | (482) | (1,218) | (1,700) | ||||||||||
| Amounts reclassified from AOCI | 1,475 | — | (194) | 1,281 | ||||||||||
| Total other comprehensive income (loss) | 1,475 | (482) | (1,412) | (419) | ||||||||||
| Balance as of September 30, 2021 | $ | (42,612) | $ | (5,804) | $ | 1,256 | $ | (47,160) | ||||||
The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation during the three and nine months ended September 30, 2020 were as follows:
| Three Months Ended September 30, 2020 | ||||||||||||||
| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated Other Comprehensive Income (Loss) | ||||||||||
| Attributable to Tutor Perini Corporation: | ||||||||||||||
| Balance as of June 30, 2020 | $ | (36,979) | $ | (6,563) | $ | 2,945 | $ | (40,597) | ||||||
| Other comprehensive income (loss) before reclassifications | — | 582 | (3) | 579 | ||||||||||
| Amounts reclassified from AOCI | 424 | — | (222) | 202 | ||||||||||
| Total other comprehensive income (loss) | 424 | 582 | (225) | 781 | ||||||||||
| Balance as of September 30, 2020 | $ | (36,555) | $ | (5,981) | $ | 2,720 | $ | (39,816) | ||||||
| Nine Months Ended September 30, 2020 | ||||||||||||||
| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated Other Comprehensive Income (Loss) | ||||||||||
| Attributable to Tutor Perini Corporation: | ||||||||||||||
| Balance as of December 31, 2019 | $ | (37,826) | $ | (5,371) | $ | 1,097 | $ | (42,100) | ||||||
| Other comprehensive income (loss) before reclassifications | — | (610) | 1,878 | 1,268 | ||||||||||
| Amounts reclassified from AOCI | 1,271 | — | (255) | 1,016 | ||||||||||
| Total other comprehensive income (loss) | 1,271 | (610) | 1,623 | 2,284 | ||||||||||
| Balance as of September 30, 2020 | $ | (36,555) | $ | (5,981) | $ | 2,720 | $ | (39,816) | ||||||
26
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The significant items reclassified out of AOCI and the corresponding location and impact on the Consolidated Statements of Income during the three and nine months ended September 30, 2021 and 2020 were as follows:
| Location in Consolidated | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||
| (in thousands) | Statements of Income | 2021 | 2020 | 2021 | 2020 | |||||||||||||||
| Component of AOCI: | ||||||||||||||||||||
| Defined benefit pension plan adjustments | Other income (expense) | $ | 683 | $ | 592 | $ | 2,049 | $ | 1,775 | |||||||||||
| Income tax benefit | Income tax expense | (191) | (168) | (574) | (504) | |||||||||||||||
| Net of tax | $ | 492 | $ | 424 | $ | 1,475 | $ | 1,271 | ||||||||||||
| Unrealized gain in fair value of investment adjustments | Other income (expense) | $ | (73) | $ | (281) | $ | (246) | $ | (323) | |||||||||||
| Income tax expense | Income tax expense | 16 | 59 | 52 | 68 | |||||||||||||||
| Net of tax | $ | (57) | $ | (222) | $ | (194) | $ | (255) | ||||||||||||
(18)Business Segments
The Company offers general contracting, pre-construction planning and comprehensive project management services, including planning and scheduling of manpower, equipment, materials and subcontractors required for the timely completion of a project in accordance with the terms and specifications contained in a construction contract. The Company also offers self-performed construction services: site work, concrete forming and placement, steel erection, electrical, mechanical, plumbing, and HVAC (heating, ventilation and air conditioning). As described below, the Company’s business is conducted through three segments: Civil, Building and Specialty Contractors. These segments are determined based on how the Company’s Chairman and Chief Executive Officer (chief operating decision maker) aggregates business units when evaluating performance and allocating resources.
The Civil segment specializes in public works construction and the replacement and reconstruction of infrastructure. The contracting services provided by the Civil segment include construction and rehabilitation of highways, bridges, tunnels, mass-transit systems, military defense facilities, and water management and wastewater treatment facilities.
The Building segment has significant experience providing services for private and public works customers in a number of specialized building markets, including: hospitality and gaming, transportation, health care, commercial offices, government facilities, sports and entertainment, education, correctional facilities, biotech, pharmaceutical, industrial and technology.
The Specialty Contractors segment specializes in electrical, mechanical, plumbing, HVAC, fire protection systems and pneumatically placed concrete for a full range of civil and building construction projects in the industrial, commercial, hospitality and gaming, and mass-transit end markets. This segment provides the Company with unique strengths and capabilities that allow the Company to position itself as a full-service contractor with greater control over scheduled work, project delivery, and cost and risk management.
To the extent that a contract is co-managed and co-executed among segments, the Company allocates the share of revenues and costs of the contract to each segment to reflect the shared responsibilities in the management and execution of the project.
27
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following tables set forth certain reportable segment information relating to the Company’s operations for the three and nine months ended September 30, 2021 and 2020:
| Reportable Segments | ||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Corporate | Consolidated Total | ||||||||||||||||||||
| Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||
| Total revenue | $ | 624,549 | $ | 395,013 | $ | 271,316 | $ | 1,290,878 | $ | — | $ | 1,290,878 | ||||||||||||||
| Elimination of intersegment revenue | (78,331) | (34,072) | (253) | (112,656) | — | (112,656) | ||||||||||||||||||||
| Revenue from external customers | $ | 546,218 | $ | 360,941 | $ | 271,063 | $ | 1,178,222 | $ | — | $ | 1,178,222 | ||||||||||||||
| Income (loss) from construction operations | $ | 62,555 | $ | 10,786 | $ | (5,470) | $ | 67,871 | $ | (15,778) | (a) | $ | 52,093 | |||||||||||||
| Capital expenditures | $ | 7,847 | $ | 87 | $ | 134 | $ | 8,068 | $ | 234 | $ | 8,302 | ||||||||||||||
Depreciation and amortization(b) | $ | 26,234 | $ | 416 | $ | 777 | $ | 27,427 | $ | 2,634 | $ | 30,061 | ||||||||||||||
| Three Months Ended September 30, 2020 | ||||||||||||||||||||||||||
| Total revenue | $ | 723,324 | $ | 552,823 | $ | 322,091 | $ | 1,598,238 | $ | — | $ | 1,598,238 | ||||||||||||||
| Elimination of intersegment revenue | (111,328) | (44,683) | (136) | (156,147) | — | (156,147) | ||||||||||||||||||||
| Revenue from external customers | $ | 611,996 | $ | 508,140 | $ | 321,955 | $ | 1,442,091 | $ | — | $ | 1,442,091 | ||||||||||||||
| Income (loss) from construction operations | $ | 70,237 | $ | 15,815 | $ | 9,700 | $ | 95,752 | (c) | $ | (12,731) | (a) | $ | 83,021 | ||||||||||||
| Capital expenditures | $ | 10,996 | $ | 438 | $ | 224 | $ | 11,658 | $ | 352 | $ | 12,010 | ||||||||||||||
Depreciation and amortization(b) | $ | 26,659 | $ | 419 | $ | 1,002 | $ | 28,080 | $ | 2,778 | $ | 30,858 | ||||||||||||||
____________________________________________________________________________________________________
(a)Consists primarily of corporate general and administrative expenses.
(b)Depreciation and amortization is included in income (loss) from construction operations.
(c)During the three months ended September 30, 2020, income (loss) from construction operations was positively impacted by $19.6 million (a favorable after-tax impact of $14.1 million, or $0.28 per diluted share) as a result of a favorable arbitration decision related to a dispute in the Specialty Contractors segment. This favorable impact was largely offset by an adverse impact of $15.2 million (an unfavorable after-tax impact of $10.9 million, or $0.21 per diluted share) due to an unfavorable legal ruling pertaining to a mechanical project in California in the Specialty Contractors segment.
28
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Reportable Segments | ||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Corporate | Consolidated Total | ||||||||||||||||||||
| Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||
| Total revenue | $ | 1,850,748 | $ | 1,267,984 | $ | 877,634 | $ | 3,996,366 | $ | — | $ | 3,996,366 | ||||||||||||||
| Elimination of intersegment revenue | (273,603) | (117,150) | (553) | (391,306) | — | (391,306) | ||||||||||||||||||||
| Revenue from external customers | $ | 1,577,145 | $ | 1,150,834 | $ | 877,081 | $ | 3,605,060 | $ | — | $ | 3,605,060 | ||||||||||||||
| Income (loss) from construction operations | $ | 187,733 | $ | 19,514 | $ | 5,814 | $ | 213,061 | (a) | $ | (42,511) | (b) | $ | 170,550 | ||||||||||||
| Capital expenditures | $ | 26,027 | $ | 211 | $ | 298 | $ | 26,536 | $ | 626 | $ | 27,162 | ||||||||||||||
Depreciation and amortization(c) | $ | 80,125 | $ | 1,272 | $ | 2,628 | $ | 84,025 | $ | 8,171 | $ | 92,196 | ||||||||||||||
| Nine Months Ended September 30, 2020 | ||||||||||||||||||||||||||
| Total revenue | $ | 1,948,095 | $ | 1,548,223 | $ | 839,040 | $ | 4,335,358 | $ | — | $ | 4,335,358 | ||||||||||||||
| Elimination of intersegment revenue | (280,494) | (85,298) | (319) | (366,111) | — | (366,111) | ||||||||||||||||||||
| Revenue from external customers | $ | 1,667,601 | $ | 1,462,925 | $ | 838,721 | $ | 3,969,247 | $ | — | $ | 3,969,247 | ||||||||||||||
| Income (loss) from construction operations | $ | 181,756 | $ | 37,120 | $ | 6,591 | $ | 225,467 | (d) | $ | (37,523) | (b) | $ | 187,944 | ||||||||||||
| Capital expenditures | $ | 41,139 | $ | 636 | $ | 952 | $ | 42,727 | $ | 669 | $ | 43,396 | ||||||||||||||
Depreciation and amortization(c) | $ | 67,050 | $ | 1,274 | $ | 2,990 | $ | 71,314 | $ | 8,320 | $ | 79,634 | ||||||||||||||
____________________________________________________________________________________________________
(a)During the nine months ended September 30, 2021, the Company recorded a reduction of $20.1 million in cost of operations (an after-tax impact of $14.6 million, or $0.28 per diluted share) due to a favorable legal judgment on a completed electrical project in New York in the Specialty Contractors segment. The judgment awarded the Company the recovery of certain costs previously incurred. The Company also recognized $18.1 million of additional revenue (an after-tax impact of $13.0 million, or $0.25 per diluted share) as a result of favorable adjustments on a Civil segment mass-transit project reflecting improved profitability due to the mitigation of certain risks as the project progresses toward completion. The Company’s income from construction operations was also negatively impacted by $14.5 million (an after-tax impact of $10.5 million, or $0.21 per diluted share) due to changes in estimates on an electrical project in New York in the Specialty Contractors segment that included unfavorable adjustments and the negative impact to the period associated with increases to project forecasts due to growth in unapproved change orders (expected to be negotiated in future periods).
(b)Consists primarily of corporate general and administrative expenses.
(c)Depreciation and amortization is included in income (loss) from construction operations.
(d)During the nine months ended September 30, 2020, income (loss) from construction operations was adversely impacted by $15.2 million (an unfavorable after-tax impact of $10.9 million, or $0.21 per diluted share) in the third quarter of 2020 due to an unfavorable legal ruling pertaining to a mechanical project in California in the Specialty Contractors segment, as well as by $13.2 million (an unfavorable after-tax impact of $9.5 million, or $0.19 per diluted share) in the second quarter of 2020 due to an adverse arbitration ruling pertaining to an electrical project in New York in the Specialty Contractors segment. These adverse impacts were mostly offset by $19.6 million (a favorable after-tax impact of $14.1 million, or $0.28 per diluted share) in the third quarter of 2020 as a result of a favorable arbitration decision related to a dispute in the Specialty Contractors segment.
A reconciliation of segment results to the consolidated income before income taxes is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Income from construction operations | $ | 52,093 | $ | 83,021 | $ | 170,550 | $ | 187,944 | |||||||||
| Other income (expense) | (464) | (8,048) | 1,142 | (8,364) | |||||||||||||
| Interest expense | (16,694) | (25,613) | (52,442) | (58,513) | |||||||||||||
| Income before income taxes | $ | 34,935 | $ | 49,360 | $ | 119,250 | $ | 121,067 | |||||||||
29
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Total assets by segment were as follows:
| (in thousands) | As of September 30, 2021 | As of December 31, 2020 | ||||||
| Civil | $ | 3,255,994 | $ | 3,141,991 | ||||
| Building | 1,054,260 | 1,147,649 | ||||||
| Specialty Contractors | 654,946 | 673,891 | ||||||
Corporate and other(a) | (137,450) | 82,086 | ||||||
| Total assets | $ | 4,827,750 | $ | 5,045,617 | ||||
____________________________________________________________________________________________________
(a)Consists principally of cash, equipment, tax-related assets and insurance-related assets, offset by the elimination of assets related to intersegment revenue.
30
TUTOR PERINI CORPORATION AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discusses our financial position as of September 30, 2021 and the results of our operations for the three and nine months ended September 30, 2021 and should be read in conjunction with other information, including the unaudited Condensed Consolidated Financial Statements and notes included in Part I, Item 1, Financial Information, of this Quarterly Report on Form 10‑Q, the audited consolidated financial statements and accompanying notes to our Annual Report on Form 10‑K for the year ended December 31, 2020, and the information contained under the heading “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2020 and in Part II, Item 1A below.
Forward-Looking Statements
This Quarterly Report on Form 10‑Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,” “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Although such statements are based on currently available financial and economic data, as well as management’s estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors potentially contributing to such differences include, among others:
•Revisions of estimates of contract risks, revenue or costs; the timing of new awards; the pace of project execution; or economic factors, including inflation, may result in losses or lower than anticipated profit;
•Unfavorable outcomes of existing or future litigation or dispute resolution proceedings against customers (project owners, developers, general contractors, etc.), subcontractors or suppliers, as well as failure to promptly recover significant working capital invested in projects subject to such matters;
•The requirement to perform extra, or change order, work resulting in disputes or claims or adversely affecting our working capital, profits and cash flows;
•The impact of the COVID-19 pandemic and related events that are beyond our control, including possible effects on our business and operations, customers and suppliers, and employees, contractors and subcontractors, which could affect adversely our projects and the geographic regions in which we conduct business;
•A significant slowdown or decline in economic conditions;
•Increased competition and failure to secure new contracts;
•Risks and other uncertainties associated with assumptions and estimates used to prepare financial statements;
•Failure to meet contractual schedule requirements, which could result in higher costs and reduced profits or, in some cases, exposure to financial liability for liquidated damages and/or damages to customers;
•Client cancellations of, or reductions in scope under, contracts reported in our backlog;
•Inability to retain key members of our management, to hire and retain personnel required to complete projects or implement succession plans for key officers;
•Decreases in the level of government spending for infrastructure and other public projects;
•Possible systems and information technology interruptions, including due to cyberattack, systems failures or other similar events;
•Failure of our joint venture partners to perform their venture obligations, which could impose additional financial and performance obligations on us, resulting in reduced profits or losses and/or reputational harm;
•Economic, political, regulatory and other risks, including civil unrest, security issues, labor conditions, corruption and other unforeseeable events in countries where we do business, resulting in unanticipated losses;
•The impact of inclement weather conditions on projects;
•Risks related to government contracts and related procurement regulations;
•Violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws;
•Adverse health events, such as an epidemic or a pandemic;
•Failure to meet our obligations under our debt agreements;
•Downgrades in our credit ratings;
•Impairment of our goodwill or other indefinite-lived intangible assets; and
31
•Uncertainty from the expected discontinuance of the London Interbank Offered Rate (“LIBOR”) and transition to any other interest rate benchmark.
Executive Overview
COVID-19 Update
Since the onset of the COVID-19 pandemic in early 2020, the pandemic has caused occasional shortages in available manpower, reductions in field labor productivity, other inefficiencies, delays to project schedules and deferrals of project execution. As a result, we continue to incur incremental costs, much of which we are seeking to recover from our customers as allowed by contractual terms. The relief sought from customers, some of which has already been received, together with certain incremental project opportunities that resulted from the pandemic, has helped to mitigate the pandemic's negative impact on our financial results. In addition, we continue to experience delays in certain legal proceedings, as various courts and other arbitrators process a large backlog of cases that were impacted by the pandemic. These delays in resolving and recovering on such claims continue to adversely affect our liquidity and financial results.
Until recently, the COVID-19 pandemic has had an adverse effect on the volume and timing of our new awards. This has negatively impacted our backlog and operating results. In addition, many of our state and local government customers’ revenue sources were negatively impacted by the pandemic due to severely curtailed ridership on mass-transit systems (buses, subways, trains, etc.), travel on commercial airlines, and driving by the general public, which resulted in reduced fare and toll collections, lower fuel tax receipts and reduced airport and other facility usage fees. Sales and other tax revenues were also negatively affected by reduced spending, as the retail, travel, hospitality and entertainment industries, among others, suffered through periodic government-imposed shut-downs or occupancy restrictions. The significant revenue reductions experienced by some of our customers have adversely impacted their ability to pay the Company timely for amounts due. The revenue reductions have also led to, and could result in, customers delaying bid solicitations and contract awards for some of their planned infrastructure projects. The potential for continued or new pandemic-related delays in project bids and awards could result in lower-than-expected revenue and earnings until such time as the federal government provides supplemental funding support to our customers (should that occur) or when customers’ funding uncertainties are otherwise resolved. The Biden Administration continues to work on securing congressional passage of a large-scale infrastructure funding bill, which, if passed, is expected to provide substantial incremental funding for various infrastructure projects nationwide over a multi-year period.
Due to the fluidity of the COVID-19 pandemic, uncertainties as to its scope and duration, and ongoing changes in the way that governments, businesses and individuals react and respond to the pandemic, the Company is unable at this time to accurately predict the pandemic’s future impact on the Company’s business, results of operations, financial condition or liquidity.
Operating Results
Consolidated revenue for the three and nine months ended September 30, 2021 was $1.2 billion and $3.6 billion, respectively, compared to $1.4 billion and $4.0 billion for the same periods in 2020. The decrease for both periods was primarily due to reduced project execution activities in the Building segment, as various projects have completed or are nearing completion, while newer projects that have been recently awarded are yet to contribute to revenue. Revenue for both periods of 2020 and 2021 was negatively impacted by the COVID-19 pandemic, which resulted in delays in new awards. The pandemic also caused delays in the execution of certain projects, which negatively impacted revenue for both periods of 2020 and the first nine months of 2021.
Income from construction operations decreased 37% and 9% for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020. The decrease for the third quarter of 2021 was largely driven by the net impact of incrementally larger unfavorable adjustments on certain electrical projects in the Northeast in the Specialty Contractors segment in the third quarter of 2021 when compared to the prior-year quarter, which were immaterial individually and in the aggregate, as well as the absence in the current-year quarter of the net impact of a $19.6 million prior-year gain from a favorable arbitration decision, which reduced segment general and administrative expenses, and a $15.2 million prior-year charge due to an unfavorable legal ruling pertaining to a mechanical project in California. To a lesser extent, the decrease was also due to lower contributions from certain Civil segment projects in the Northeast and reduced contributions in all segments related to the COVID-19 impacts on revenue due to delays in new awards in prior periods. The decrease for the nine-month period of 2021 was primarily due to certain unfavorable adjustments in the Building segment, which were also immaterial individually and in the aggregate, reduced project execution activities on certain completing Building segment projects and reduced contributions in all segments associated with the COVID-19 impacts on revenue due to delays in new awards and the execution of certain projects. Both nine-month periods were negatively impacted by unfavorable adjustments to certain electrical projects in the Northeast in the Specialty Contractors segment. Additional factors that affected income from
32
construction operations within each of the Civil and Specialty Contractors segments are discussed below in the Results of Segment Operations section.
The effective tax rate was 24.9% and 22.0% for the three and nine months ended September 30, 2021, respectively, compared to 0.1% and 12.2% for the comparable periods in 2020. See Corporate, Tax and Other Matters below for a discussion of the change in the effective tax rate.
Net income attributable to the Company for the three and nine months ended September 30, 2021 was $15.4 million and $62.6 million, respectively, compared to $36.8 million and $72.9 million for the same periods in 2020. Diluted earnings per common share for the three and nine months ended September 30, 2021 was $0.30 and $1.22, respectively, compared to diluted earnings per common share of $0.72 and $1.43 for the same periods in 2020. The decrease in net income attributable to the Company, and correspondingly EPS, for both periods was primarily due to the factors discussed above that drove the decrease in income from construction operations.
Consolidated new awards for the three and nine months ended September 30, 2021 totaled $2.1 billion and $3.7 billion, respectively, compared to $0.6 billion and $1.9 billion for the same periods in 2020. The Building and Civil segments were the primary contributors to the new award activity in the third quarter of 2021. The most significant new awards in the third quarter of 2021 included a large health care facility project in California (contract value was not publicly announced); the $471 million LAX Airport Metro Connector project; the $220 million I-70 Missouri River Bridge project; a $122 million military range project and a $98 million military housing project, both in Guam; and the Company’s $71 million share of the $178 million Friant-Kern Canal project in California.
Consolidated backlog as of September 30, 2021 was $8.4 billion, up slightly compared to $8.3 billion at December 31, 2020 and up 12% compared to $7.5 billion at June 30, 2021. As of September 30, 2021, the mix of backlog by segment was approximately 54% for Civil, 29% for Building and 17% for Specialty Contractors. The increase in backlog in the third quarter of 2021 was driven by various new awards, including those mentioned above, as well as other smaller new awards and contract adjustments.
The following table presents the Company’s backlog by business segment, reflecting changes from December 31, 2020 to September 30, 2021:
| (in millions) | Backlog at December 31, 2020 | New Awards(a) | Revenue Recognized | Backlog at September 30, 2021(b) | ||||||||||
| Civil | $ | 4,783.6 | $ | 1,308.7 | $ | (1,577.2) | $ | 4,515.1 | ||||||
| Building | 1,702.3 | 1,872.9 | (1,150.8) | 2,424.4 | ||||||||||
| Specialty Contractors | 1,859.8 | 486.2 | (877.1) | 1,468.9 | ||||||||||
| Total | $ | 8,345.7 | $ | 3,667.8 | $ | (3,605.1) | $ | 8,408.4 | ||||||
____________________________________________________________________________________________________
(a)New awards consist of the original contract price of projects added to backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.
(b)Backlog may differ from the transaction prices allocated to the remaining performance obligations as disclosed in Note 3 of the Notes to Condensed Consolidated Financial Statements. Such differences relate to the timing of executing a formal contract or receiving a notice to proceed. More specifically, backlog sometimes may include awards for which a contract has not yet been executed or a notice to proceed has not been issued, but for which there are no remaining major uncertainties that the project will proceed (e.g., adequate funding is in place).
The Company is unable to predict the future impacts of the COVID-19 pandemic, due to, among other things, the uncertainty of vaccination coverage, infection rates, the duration of effectiveness of vaccinations, their effectiveness against current and future variants and how government entities and our customers respond to these factors. The outlook for the Company’s growth over the next several years remains favorable, but the impact of the COVID-19 pandemic could continue to adversely affect future performance and operations, and the amount and timing of new work awarded. In addition, the Company’s growth could continue to be impacted by future project delays or the timing of project commencements, ramp-up activities and completions. We anticipate that we will continue to win our share of significant new awards resulting from long-term capital spending plans by state, local and federal customers, as well as limited competition for some of the largest project opportunities. In elections over the past several years, voters in numerous states approved dozens of long-term transportation funding measures totaling approximately $200 billion in long-term funding. The largest of these was in Los Angeles County, where Measure M, a half-cent sales tax increase, was approved and is expected to generate $120 billion of funding over 40 years. In Seattle, Washington, Sound Transit 3 was passed and is expected to generate $54 billion of funding over 25 years. Interest rates have remained at historically low levels, which may be conducive to continued, and potentially increased, spending on infrastructure projects.
33
There has long been strong, bipartisan support for infrastructure investments in the United States. Given the lack of substantial federal infrastructure spending over the past few decades and the negative economic impacts of the COVID-19 pandemic, there is currently a strong focus by the Biden Administration and congressional leaders to secure passage of a significant infrastructure bill. Should an infrastructure bill be approved, any substantial incremental federal funding, such as what is currently being contemplated, could directly and favorably impact the Company’s current work and prospective opportunities. The timing and content of such legislation, if any is adopted, and the amount of spending funded by it remain uncertain.
The Company has certain large civil projects in the Northeast that are completing or will be nearing completion in 2021. The Company is pursuing several large prospective projects on the West Coast, in the Northeast and in Guam that are expected to be bid and awarded later this year and in 2022. As a result, revenue will likely decline in 2021 because the timing and magnitude of revenue contributions from these prospective projects are not expected to offset revenue reductions associated with the projects that will be completed or progressing toward completion in 2021. In addition, as discussed above, the COVID-19 pandemic has resulted in, and could again result in, delays in the bidding and awarding of certain projects the Company is pursuing, which could further delay large new revenue streams.
For a more detailed discussion of operating performance of each business segment, corporate general and administrative expenses and other items, see Results of Segment Operations, Corporate, Tax and Other Matters and Liquidity and Capital Resources below.
Results of Segment Operations
The results of our Civil, Building and Specialty Contractors segments are discussed below.
Civil Segment
Revenue and income from construction operations for the Civil segment are summarized as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | $ | 546.2 | $ | 612.0 | $ | 1,577.2 | $ | 1,667.6 | |||||||||
| Income from construction operations | 62.6 | 70.2 | 187.7 | 181.8 | |||||||||||||
Revenue for the three and nine months ended September 30, 2021 decreased 11% and 5%, respectively, compared to the same periods in 2020. The decrease for both periods was primarily due to reduced project execution activities on various projects in the Northeast. Revenue for both periods of 2020 and 2021 was reduced by the aforementioned COVID-19 impacts.
Income from construction operations decreased 11% and increased 3% for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020. The decrease for the third quarter of 2021 was primarily due to the impact of volume reductions in the Northeast, as mentioned above. Despite the modest revenue decline for the nine-month period of 2021, income from construction operations increased slightly due to contributions from higher-margin projects, including $18.1 million of favorable adjustments on a mass-transit project reflecting improved profitability due to the mitigation of certain risks as the project progresses toward completion. The increase was partially offset by the aforementioned volume reductions.
Operating margin was 11.5% and 11.9% for the three and nine months ended September 30, 2021, respectively, compared to 11.5% and 10.9% for the same periods in 2020. The margin increase for the nine-month period of 2021 was due to the above-mentioned factors that drove the changes in revenue and income from construction operations.
New awards in the Civil segment totaled $732 million and $1.3 billion for the three and nine months ended September 30, 2021, respectively, compared to $282 million and $838 million for the same periods in 2020. The most significant new awards in the third quarter of 2021 included the $220 million I-70 Missouri River Bridge project; a $122 million military range project and a $98 million military housing project, both in Guam; and the Company’s $71 million share of the $178 million Friant-Kern Canal project in California. There are several large Civil segment opportunities that have already been bid or are expected to be bid and/or potentially awarded to the Company later this year and in 2022. The COVID-19 pandemic has resulted in significant revenue shortfalls for many state and local government agencies since 2020, and may continue to cause the deferrals or cancellations of certain new projects, depending on the allocation and prioritization of state and local funding, as well as the availability, timing and magnitude of anticipated funding from the federal government.
Backlog for the Civil segment was $4.5 billion as of September 30, 2021 compared to $5.2 billion as of September 30, 2020. The decrease has been the result of relatively fewer and smaller new awards thus far in 2021, primarily due to the timing of
34
recent and upcoming bids and potential new awards for large prospective projects and impacts from the COVID-19 pandemic on new awards. The segment continues to experience strong demand reflected in a large, multi-year pipeline of prospective projects, substantial anticipated funding from various voter-approved transportation measures and public agencies’ long-term spending plans. The Civil segment is well-positioned to continue capturing its share of these prospective projects.
Building Segment
Revenue and income from construction operations for the Building segment are summarized as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | $ | 360.9 | $ | 508.1 | $ | 1,150.8 | $ | 1,462.9 | |||||||||
| Income from construction operations | 10.8 | 15.8 | 19.5 | 37.1 | |||||||||||||
Revenue for the three and nine months ended September 30, 2021 decreased 29% and 21%, respectively, compared to the same periods in 2020, primarily due to reduced project execution activities on certain projects in California that are completed or nearing completion. Revenue for both periods of 2020 and 2021 was reduced by the aforementioned COVID-19 impacts.
Income from construction operations for the three and nine months ended September 30, 2021 decreased 32% and 47%, respectively, compared to the same periods in 2020. The decrease for the three-month period of 2021 was primarily due to the volume reductions mentioned above. The decrease for the nine-month period of 2021 was primarily due to unfavorable adjustments on certain projects, which were immaterial individually and in the aggregate, as well as the volume reductions mentioned above.
Operating margin was 3.0% and 1.7% for the three and nine months ended September 30, 2021, respectively, compared to 3.1% and 2.5% for the same periods in 2020. The margin decrease for the nine-month period of 2021 was due to the aforementioned factors that drove the changes in revenue and income from construction operations.
New awards in the Building segment totaled $1.1 billion and $1.9 billion for the three and nine months ended September 30, 2021, respectively, compared to $186 million and $629 million for the same periods in 2020. The most significant new awards in the third quarter of 2021 included a large health care facility project in California (contract value was not publicly announced) and the $471 million LAX Airport Metro Connector project.
Backlog for the Building segment was $2.4 billion as of September 30, 2021 compared to $2.0 billion as of September 30, 2020. The increase was driven by the two large new awards mentioned above, as well as various other smaller new awards. The Building segment continues to have a large volume of prospective projects across various end markets and geographic locations. We expect demand to grow as economic conditions improve and customer spending increases, which continue to be supported by a historically low interest rate environment. However, the COVID-19 pandemic has resulted in, and could continue to result in, reduced demand for our building construction services.
Specialty Contractors Segment
Revenue and income (loss) from construction operations for the Specialty Contractors segment are summarized as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | $ | 271.1 | $ | 322.0 | $ | 877.1 | $ | 838.7 | |||||||||
| Income (loss) from construction operations | (5.5) | 9.7 | 5.8 | 6.6 | |||||||||||||
Revenue for the three months ended September 30, 2021 decreased 16% compared to the same period in 2020. Revenue for the nine months ended September 30, 2021 was essentially level compared to the same period in 2020. The decrease for the third quarter of 2021 was principally driven by a net reduction in project execution activities on certain mechanical and electrical projects in the Northeast and California. Revenue for both periods of 2020 and 2021 was reduced by the aforementioned COVID-19 impacts.
Income (loss) from construction operations for the three months ended September 30, 2021 was $(5.5) million compared to $9.7 million for the comparable period in 2020. The decrease for the third quarter of 2021 was primarily due to the net impact of incrementally larger unfavorable adjustments on certain electrical projects in the Northeast, which were immaterial individually and in the aggregate, as well as the absence in the current-year quarter of the net impact of a $19.6 million prior-
35
year favorable arbitration decision and a $15.2 million prior-year unfavorable legal ruling pertaining to a mechanical project in California.
Income from construction operations for the nine months ended September 30, 2021 was $5.8 million compared to $6.6 million for the comparable period in 2020. The slight decrease was due to the net impact of many larger offsetting items, including an unfavorable $23.7 million current-year impact of changes in estimates on certain electrical projects in New York that included unfavorable adjustments and the negative impact to the period associated with increases to project forecasts due to growth in unapproved change orders (expected to be negotiated in future periods), with one of the projects having a negative impact of $14.5 million. The decrease was also driven by the absence in the current year of the net impact of the aforementioned favorable arbitration decision and unfavorable legal ruling. The decrease for the nine-month period was mostly offset by a $20.1 million favorable adjustment in the second quarter of 2021 related to a legal judgment on a completed electrical project in New York and the absence of a $13.2 million prior-year impact from an adverse arbitration ruling related to another electrical project in New York.
Operating margin was (2.0)% and 0.7% and for the three and nine months ended September 30, 2021, respectively, compared to 3.0% and 0.8% for the same periods in 2020. The decrease in operating margin for the third quarter of 2021 was principally due to the aforementioned factors that drove the changes in revenue and income (loss) from construction operations.
New awards in the Specialty Contractors segment totaled $191 million and $486 million for the three and nine months ended September 30, 2021, respectively, compared to $157 million and $463 million for the same periods in 2020. The COVID-19 pandemic has resulted in, and could continue to result in, reduced demand from certain commercial and government customers that have been experiencing funding constraints.
Backlog for the Specialty Contractors segment was $1.5 billion as of September 30, 2021 compared to $2.0 billion as of September 30, 2020. The decrease was driven by revenue that has exceeded the volume of new awards thus far in 2021, as new awards for the segment have continued to be negatively impacted by the COVID-19 pandemic. The Specialty Contractors segment continues to be increasingly focused on servicing the Company’s backlog of large Civil and Building segment projects, but also remains well-positioned to capture its share of new projects for external customers, leveraging the size and scale of our business units that operate in New York, Texas, Florida and California and the strong reputation held by these business units for high-quality work on large, complex projects.
Corporate, Tax and Other Matters
Corporate General and Administrative Expenses
Corporate general and administrative expenses were $15.8 million and $42.5 million during the three and nine months ended September 30, 2021, respectively, compared to $12.7 million and $37.5 million during the three and nine months ended September 30, 2020, respectively. The increase in the three and nine months ended September 30, 2021 was primarily due to higher compensation expenses and travel-related expenses compared to the same periods in 2020.
Other Income (Expense), Interest Expense and Income Tax Expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Other income (expense) | $ | (0.5) | $ | (8.1) | $ | 1.1 | $ | (8.4) | |||||||||
| Interest expense | (16.7) | (25.6) | (52.4) | (58.5) | |||||||||||||
| Income tax expense | (8.7) | — | (26.3) | (14.7) | |||||||||||||
Other income (expense) improved by $7.6 million and $9.5 million for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020. The improvements in the 2021 periods were primarily due to the absence of a charge in 2020 related to the unfavorable resolution of a dispute pertaining to a past business acquisition.
Interest expense decreased $8.9 million and $6.1 million for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020. The decreases in the 2021 periods were primarily due to the absence of extinguishment costs recognized in 2020 related to debt refinancing.
The effective tax rate was 24.9% and 22.0% for the three and nine months ended September 30, 2021, respectively, compared to 0.1% and 12.2% for the same periods in 2020, respectively. The higher effective income tax rate for the three and nine months ended September 30, 2021 is primarily due to the absence of the favorable rate impact recognized in the 2020 periods
36
from the net operating loss carryback as a result of the Coronavirus Aid, Relief, and Economic Security Act. For a further discussion of income taxes, refer to Note 7 of the Notes to Condensed Consolidated Financial Statements.
Liquidity and Capital Resources
Liquidity is provided by available cash and cash equivalents, cash generated from operations, credit facilities and access to capital markets. We have a committed line of credit totaling $175 million, which may be used for revolving loans, letters of credit and/or general purposes. We believe that cash generated from operations, along with our unused credit capacity of $175 million and available cash balances as of September 30, 2021, will be sufficient to fund any working capital needs and debt maturities for the next 12 months, provided that we are not adversely impacted by unanticipated future events, including further impacts related to the COVID-19 pandemic as discussed above in COVID-19 Update. However, liquidity is being, and could continue to be, adversely impacted by our inability to collect cash due to the follow-on impacts of COVID-19, which have constrained certain customers’ funding sources and delayed their ability to make payments on approved contract work. In addition, the follow-on effects of COVID-19 have further hindered the Company’s ability to resolve unapproved work, resulting in the need for the Company to temporarily fund certain project costs that would normally be more promptly negotiated, billed to and collected from the customer, which has largely contributed to an increase in costs and estimated earnings in excess of billings (“CIE”). The timing of collection of amounts due to the Company and the timing of resolution of these other matters remain uncertain.
Cash and Working Capital
Cash and cash equivalents were $187.5 million as of September 30, 2021 compared to $374.3 million as of December 31, 2020. Cash immediately available for general corporate purposes was $66.2 million and $210.8 million as of September 30, 2021 and December 31, 2020, respectively, with the remainder being amounts held by our consolidated joint ventures and also our proportionate share of cash held by our unconsolidated joint ventures. Cash held by our joint ventures was available only for joint venture-related uses, including distributions to joint venture partners. In addition, our restricted cash and restricted investments totaled $93.5 million as of September 30, 2021 compared to $156.5 million as of December 31, 2020. Restricted cash and restricted investments at September 30, 2021 were primarily held to secure insurance-related contingent obligations. Restricted cash as of December 31, 2020 also included cash held to repay the $69.9 million outstanding principal balance of the Convertible Notes, which were repaid at maturity on June 15, 2021 (see Note 9 of the Notes to Condensed Consolidated Financial Statements).
During the nine months ended September 30, 2021, net cash used in operating activities was $152.6 million, due primarily to investments in project working capital partially offset by cash generated from earnings sources. The increase in working capital for the first nine months of 2021 primarily reflects an increase in CIE and a decrease in accounts payable due to timing of payments to suppliers and subcontractors. The increase in CIE was primarily due to the follow-on impacts of the COVID-19 pandemic, which has caused delays in the negotiation and resolution of certain claims and unapproved change orders (due to the postponement or deferrals of certain legal and arbitration proceedings and settlement discussions), and constrained customers’ revenue and funding sources, thereby limiting their budgetary discretion to pay the Company for changes approved in scope but for which pricing is pending. During the nine months ended September 30, 2020, net cash provided by operating activities was $131.0 million, due primarily to cash generated from earnings sources, partially offset by investment in working capital. The increase in working capital for the first nine months of 2020 primarily reflected an increase in accounts receivable due to timing of collections, partially offset by an increase in accounts payable due to timing of payments to suppliers and subcontractors.
Cash flow from operating activities decreased $283.6 million when comparing the first nine months of 2021 with the same period of 2020. The decrease in cash from operating activities in the first nine months of 2021 compared to 2020 substantially reflects an increase in investment in working capital primarily as a result of a current-year decrease in accounts payable compared to an increase in the prior year due to timing of payments to vendors and subcontractors, a current-year decrease in billings in excess of costs and estimated earnings compared to an increase in the prior year, and a larger current-year increase in CIE compared to the prior year, partially offset by a current-year decrease in accounts receivable compared to an increase in the prior year.
Cash used in investing activities during the first nine months of 2021 was $31.0 million primarily due to the acquisition of property and equipment for projects totaling $27.2 million, as well as net cash used in investment transactions of $9.1 million. Cash used in investing activities during the first nine months of 2020 was $32.9 million, primarily due to the acquisition of property and equipment for projects totaling $43.4 million, partially offset by proceeds from the sale of property and equipment of $13.3 million.
Net cash used in financing activities was $73.8 million for the first nine months of 2021, which was primarily driven by a $61.9 million net repayment of borrowings, including the repayment of the remaining principal balance of the Convertible
37
Notes, and $10.3 million of net distributions to noncontrolling interests. Net cash provided by financing activities for the comparable period in 2020 was $129.1 million, which was primarily driven by increased net borrowings of $178.8 million, partially offset by $37.2 million of cash distributions to noncontrolling interests.
At September 30, 2021, we had working capital of $2.0 billion, a ratio of current assets to current liabilities of 2.04 and a ratio of debt to equity of 0.59, compared to working capital of $1.8 billion, a ratio of current assets to current liabilities of 1.80 and a ratio of debt to equity of 0.66 at December 31, 2020.
Debt
2020 Credit Agreement
On August 18, 2020, the Company entered into a credit agreement (the “2020 Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provides for a $425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the “2020 Revolver”), with sublimits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The Term Loan B will mature on August 18, 2027 and the 2020 Revolver will mature on August 18, 2025, in each case, unless any of the 2017 Senior Notes are outstanding on January 30, 2025 (which is 91 days prior to the maturity of the 2017 Senior Notes), in which case, both the Term Loan B and the 2020 Revolver will mature on January 30, 2025 (subject to certain further exceptions). For more information regarding the terms of our 2020 Credit Agreement, refer to Note 9 of the Notes to Condensed Consolidated Financial Statements.
The table below presents our actual and required consolidated first lien net leverage ratio under the 2020 Credit Agreement for the period, which is calculated on a rolling four-quarter basis:
| Trailing Four Fiscal Quarters Ended | ||||||||
| September 30, 2021 | ||||||||
| Actual | Required | |||||||
| First lien net leverage ratio | 1.09 to 1.00 | ≤ 2.75 : 1.00 | ||||||
As of September 30, 2021, we were in compliance and expect to continue to be in compliance with the covenants under the 2020 Credit Agreement.
Repurchase and Repayment of Convertible Notes
On June 15, 2016, the Company issued $200 million of 2.875% Convertible Senior Notes due June 15, 2021 (the “Convertible Notes”) in a private placement offering. On August 19, 2020, the Company used proceeds from the Term Loan B to repurchase $130.1 million aggregate principal amount of the Convertible Notes for an aggregate purchase price of $132.4 million (including accrued and unpaid interest to the repurchase date). The Company repaid the remaining principal balance of the Convertible Notes at maturity on June 15, 2021 using proceeds from the Term Loan B which were held in a restricted cash account for this purpose. None of the Convertible Notes remained outstanding as of September 30, 2021.
Contractual Obligations
Aside from the Debt discussion above, there have been no material changes in our contractual obligations from those described in our Annual Report on Form 10‑K for the year ended December 31, 2020.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10‑K for the year ended December 31, 2020. Our critical accounting policies are also identified and discussed in Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2020.
Recently Issued Accounting Pronouncements
See Note 2 of the Notes to Condensed Consolidated Financial Statements.
38
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in our exposure to market risk from that described in Item 7A of our Annual Report on Form 10‑K for the year ended December 31, 2020.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10‑Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (a) were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. – OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of our business, we are involved in various legal proceedings. We disclose information about certain pending legal proceedings pursuant to SEC rules and as we otherwise determine to be appropriate. For information on such pending matters, see Part I, Item 3 of our Annual Report on Form 10‑K for the year ended December 31, 2020, updated by Note 11 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10‑Q.
Item 1A. Risk Factors
There have been no material changes to our risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020 and in our subsequent Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
Item 4. Mine Safety Disclosures
Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires domestic mine operators to disclose violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration. We do not act as the owner of any mines but we may act as a mining operator as defined under the Mine Act where we may be an independent contractor performing services or construction of such mine.
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.
39
Item 6. Exhibits
| Exhibits | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 95 | |||||
| 101.INS | XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL (included as Exhibit 101). | ||||
40
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Tutor Perini Corporation | ||||||||
| Dated: November 3, 2021 | By: | /s/ Gary G. Smalley | ||||||
| Gary G. Smalley | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
41