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Basis of Presentation
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
Prior to the Separation, Everus Construction historically operated as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a standalone company. The accompanying unaudited condensed consolidated financial statements and footnotes were prepared on a “carve-out” basis in connection with the Separation and were derived from the unaudited condensed consolidated financial statements of MDU Resources as if the Company operated on a standalone basis during the periods presented. However, the unaudited condensed consolidated financial statements do not necessarily reflect what the Company’s results of
operations, financial position and cash flows would have been had it operated as a separate, publicly traded company during the periods presented and may not be indicative of its future performance.
The accompanying unaudited condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). Pursuant to GAAP, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements included in the Company’s Form 10. The information includes all adjustments that are, in the opinion of management, necessary for a fair presentation of the unaudited condensed consolidated financial statements and are of a normal recurring nature.
The unaudited condensed consolidated balance sheets reflect the assets and liabilities of Centennial that were specifically identifiable as being directly attributable to the Company for the periods presented prior to the Separation.
All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company were included in the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements also include allocated expenses for certain functions that were provided by MDU Resources and Centennial, including, but not limited to, certain general corporate expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, internal audit, risk management and other shared services. These general corporate expenses were included in the unaudited condensed consolidated statements of income within Selling, general and administrative expenses. The amounts allocated were $4.9 million and $27.6 million for the three and nine months ended September 30, 2024, respectively, and $4.5 million and $21.5 million for the three and nine months ended September 30, 2023, respectively. These expenses were allocated to the Company on the basis of direct usage where identifiable, with the remainder principally allocated on the basis of percent of total capital invested or other allocation methodologies that were considered to be a reasonable reflection of the utilization of the services provided to the benefits received. The allocations may not, however, reflect the expenses the Company would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party.
Earnings per share information has been retrospectively adjusted for all periods presented on the unaudited condensed consolidated statements of income to reflect the Distribution. Refer to Note 8 – Earnings Per Share for more information on the share count used in the earnings per share calculations.
Following the Separation, the Company now performs certain functions using its own resources or purchased services. For an interim period of up to 20 months following the Separation, however, certain functions will continue to be provided by MDU Resources under a transition services agreement.
Prior to the Separation, the Company historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements. The Company had related-party agreements in place with Centennial for the financing of its capital needs, which are reflected as Related-party notes payable on the unaudited condensed consolidated balance sheets. Interest expense in the unaudited condensed consolidated statements of income reflected the allocation of interest on borrowing and funding associated with the related-party agreements. Following the Separation, the Company no longer participates in MDU Resources’ centralized cash management program. The Company has implemented its own centralized cash management program and has access to third-party credit facilities to fund day-to-day operations. Refer to Note 15 – Related-Party Transactions and Note 16 – Subsequent Events for additional information.
Prior to the Separation, MDU Resources maintained various benefit and stock-based compensation plans at a corporate level and the Company’s employees participated in these programs. The costs associated with its employees are included in the Company’s unaudited condensed consolidated financial statements. Following the Separation, Everus has its own benefit and stock-based compensation plans at a corporate level that its employees participate in.
Principles of Consolidation
The unaudited condensed consolidated financial statements were prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying unaudited condensed consolidated financial statements.
Related-party transactions between the Company, MDU Resources, Centennial or other MDU Resources subsidiaries, for general operating activities, the Company's participation in MDU Resources’ centralized cash management program through Centennial, and intercompany debt, were included in the unaudited condensed consolidated financial statements. These related-party transactions were historically settled in cash and were reflected in the unaudited condensed consolidated balance sheets as Due from related-party, Due from related-party - noncurrent, Due to related-party or Related-party notes payable. The aggregate net effect of general related-party operating activities was reflected in the unaudited condensed consolidated statements of cash flows within operating activities. The effects of the Company’s participation in MDU Resources’ centralized cash management program and intercompany debt arrangements were reflected in the unaudited condensed consolidated statements of cash flows within investing and financing activities. Refer to Note 15 – Related-Party Transactions for additional information on related-party transactions.