0001104659-14-012782.txt : 20140224 0001104659-14-012782.hdr.sgml : 20140224 20140224170749 ACCESSION NUMBER: 0001104659-14-012782 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20131231 FILED AS OF DATE: 20140224 DATE AS OF CHANGE: 20140224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUTOR PERINI Corp CENTRAL INDEX KEY: 0000077543 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 041717070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06314 FILM NUMBER: 14637807 BUSINESS ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-362-8391 MAIL ADDRESS: STREET 1: 15901 OLDEN STREET CITY: SYLMAR STATE: CA ZIP: 91342 FORMER COMPANY: FORMER CONFORMED NAME: PERINI CORP DATE OF NAME CHANGE: 19920703 10-K 1 a13-25845_110k.htm 10-K

Table of Contents

 

 

 

FORM 10-K

 

United States Securities and Exchange Commission

Washington, DC 20549

 

(Mark One)

 

x

Annual Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934.

 

For the fiscal year ended December 31, 2013.

 

o

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

For the transition period from                 -to-                          .

 

Commission File No. 1-6314

 

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

04-1717070

(State of Incorporation)

 

(IRS Employer Identification No.)

 

15901 Olden Street, Sylmar, California

 

91342

(Address of principal executive offices)

 

(Zip Code)

 

(818) 362-8391

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of each exchange on which registered

Common Stock, $1.00 par value

 

The New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o  No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No  x

 

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  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  x  No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

Non-accelerated filer o

 

Smaller reporting company o

 

 

 

 

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No x

 

The aggregate market value of voting Common Stock held by non-affiliates of the registrant was $685,752,880 as of June 28, 2013, the last business day of the registrant’s most recently completed second fiscal quarter.

 

The number of shares of Common Stock, $1.00 par value per share, outstanding at February 19, 2014 was 48,421,467.

 

Documents Incorporated by Reference

Portions of the definitive proxy statement relating to the registrant’s annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

 



Table of Contents

 

TUTOR PERINI CORPORATION

 

2013 ANNUAL REPORT ON FORM 10-K

 

TABLE OF CONTENTS

 

 

 

PAGE

PART I

 

 

 

 

 

Item 1

Business

3 – 16

 

 

 

Item 1A

Risk Factors

17 – 26

 

 

 

Item 1B

Unresolved Staff Comments

27

 

 

 

Item 2

Properties

27

 

 

 

Item 3

Legal Proceedings

28

 

 

 

Item 4

Mine Safety Disclosures

28

 

 

 

PART II

 

 

 

 

 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

29

 

 

 

Item 6

Selected Financial Data

30 –31

 

 

 

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

32 –54

 

 

 

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

55

 

 

 

Item 8

Financial Statements and Supplementary Data

55

 

 

 

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

55

 

 

 

Item 9A

Controls and Procedures

55 – 57

 

 

 

Item 9B

Other Information

58

 

 

 

PART III

 

 

 

 

 

Item 10

Directors, Executive Officers and Corporate Governance

58

 

 

 

Item 11

Executive Compensation

58

 

 

 

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

58

 

 

 

Item 13

Certain Relationships and Related Transactions, and Director Independence

58

 

 

 

Item 14

Principal Accountant Fees and Services

58

 

 

 

PART IV

 

 

 

 

 

Item 15

Exhibits and Financial Statement Schedules

59

 

 

 

Signatures

 

60

 

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Table of Contents

 

PART I.

 

Forward-looking Statements

 

The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including without limitation, statements regarding our management’s expectations, hopes, beliefs, intentions or strategies regarding the future and statements regarding future guidance or estimates and non-historical performance. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties are listed and discussed in Item 1A. Risk Factors, below. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

ITEM 1. BUSINESS

 

General

 

Tutor Perini Corporation, formerly known as Perini Corporation, was incorporated in 1918 as a successor to businesses which had been engaged in providing construction services since 1894. Tutor Perini Corporation and its consolidated subsidiaries (“Tutor Perini,” “Company,” “we,” “us,” and “our,” unless the context indicates otherwise) is a leading construction company, based on revenues, as ranked by Engineering News-Record (“ENR”), offering diversified general contracting, construction management and design-build services to private customers and public agencies throughout the world.

 

We and our predecessors have provided construction services since 1894 and have established a strong reputation within our markets by executing large, complex projects on time and within budget while adhering to strict quality control measures. We offer general contracting, pre-construction planning and comprehensive project management services, including the planning and scheduling of the manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including site work, concrete forming and placement, steel erection, electrical and mechanical, plumbing, and heating, ventilation and air conditioning (HVAC).

 

During 2013, we performed work on more than 1,500 construction projects. Our corporate headquarters are in Sylmar, California, and we have various other principal office locations throughout the United States and certain U.S. territories (see Item 2. Properties for a listing of our major facilities). Our common stock is listed on the New York Stock Exchange under the symbol “TPC”. We are incorporated under the laws of the Commonwealth of Massachusetts.

 

Our business is conducted through four basic segments: Civil, Building, Specialty Contractors, and Management Services, as described below in the “Business Segment Overview”.

 

Historically, we have been recognized as one of the leading building contractors in the United States as evidenced by our performance on several of the largest hospitality and gaming projects, including Project CityCenter and the Cosmopolitan Casino and Resort, and large transportation projects such as the McCarran International Airport Terminal 3 in Las Vegas, Nevada. In 2008, we embarked upon a strategy to better align our business to pursue markets with higher profitability margins and with the best long-term growth potential, while maintaining our presence as a leading contractor in the general building market. In September 2008, we completed a merger with Tutor-Saliba Corporation (“Tutor-Saliba”) to provide us with enhanced opportunities for growth not available to us on a stand-alone basis through increased size, scale, and management capabilities, complementary assets and expertise, particularly Tutor-Saliba’s expertise in civil projects, immediate access to multiple geographic regions, and increased ability to compete for a large number of projects, particularly in the civil construction segment due to an increased bonding capacity. The success of the Tutor-Saliba merger and the

 

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execution of the Company’s strategy to focus on acquiring higher-margin building and civil public work are best illustrated by the dramatic growth we have experienced in our Civil segment. Despite the economic challenges associated with state and local funding over the past several years, our Civil segment’s backlog, revenue, and income from construction operations have more than quadrupled since 2008.

 

In late 2010, we saw opportunities to continue to build our Company vertically and geographically through strategic acquisitions of companies which have demonstrated success in their respective markets. By the third quarter of 2011, we had completed the acquisition of seven companies with a combined backlog of $2.6 billion at their respective acquisition dates. To fund the acquisitions, we issued $300 million of senior unsecured notes in October 2010 and a $200 million five-year term loan in August 2011. These acquisitions strengthened our geographic presence in our Building and Civil segments and also significantly increased our specialty contracting capabilities. In the third quarter of 2011, we completed an internal reorganization of our reporting segments with the creation of the Specialty Contractors segment, which we describe below. We believe that the successful completion of our acquisition strategy has enabled us to realize cross-selling opportunities across an expanded geographic footprint, while continuing to focus on vertical integration through increased self-performed work capabilities, thus further improving profitability, and providing greater stability during economic cycles.

 

Business Segment Overview

 

Civil Segment

 

Our Civil segment specializes in public works construction and the repair, replacement and reconstruction of infrastructure across most of the major geographic regions of the United States. Our civil contracting services include construction and rehabilitation of highways, bridges, mass transit systems, and wastewater treatment facilities. Our customers primarily award contracts through one of two methods: the traditional public “competitive bid” method, in which price is the major determining factor, or through a request for proposals where contracts are awarded based on a combination of technical capability and price.

 

Traditionally, our Civil segment customers require each contractor to pre-qualify for construction business by meeting criteria that include technical capabilities and financial strength. Our financial strength and outstanding record of performance on challenging civil works projects often enables us to pre-qualify for projects in situations where smaller, less diversified contractors are unable to meet the qualification requirements. We believe this is a competitive advantage that makes us an attractive partner on the largest infrastructure projects and prestigious design-build, or DBOM (design-build-operate-maintain) contracts, which combine the nation’s top contractors with engineering firms, equipment manufacturers and project development consultants in a competitive bid selection process to execute highly sophisticated public works projects. In its 2013 rankings, ENR ranked us as the nation’s second largest contractor in the airports market, third largest in the bridge market, sixth largest domestic contractor in heavy construction, seventh largest in wastewater treatment plants, eighth largest in the transportation market, ninth largest in sewerage and solid waste, and tenth largest in mass transit.

 

We believe the Civil segment provides significant opportunities for growth due to the age and condition of existing infrastructure coupled with large government funding sources aimed at the replacement and repair of aging U.S. infrastructure and popular, often bipartisan, support from voters for infrastructure improvement programs. Funding for major civil infrastructure projects is typically provided through a combination of local, regional, state, and/or federal loans, grants, and other direct allocations sourced through tax revenues and bonds. The Federal Highway Trust Fund provides funding for certain transportation projects. Some large civil projects also benefit from funding provided through alternative sources, such as public-private partnerships.

 

We have been active in civil construction since 1894 and believe we have a particular expertise in large, complex civil construction projects. We have completed or are currently working on some of the most significant civil construction projects in the United States. For example, we are currently working on the first segment of the California High-Speed Rail project; the Alaskan Way Viaduct Replacement (SR-99 bored tunnel) project in Seattle, Washington; the Third Street Light Rail — Central Subway project in San Francisco, California; the Caldecott Tunnel Fourth Bore project near Oakland, California; the Queens Plaza substation project in Queens, New York; the rehabilitation of the Verrazano-Narrows Bridge in New York; the I-5 Antlers

 

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Bridge replacement in Shasta County, California; the New Irvington Tunnel in Fremont, California; the Harold Structures mass transit project in Queens, New York; and the construction of express toll lanes along I-95 in Maryland. We have also completed work on the John F. Kennedy International Airport runway widening project in Queens, New York; the runway paving project at Andrews AFB in Maryland; and various segments of the Greenwich Street corridor project in New York City.

 

In recent years, we have significantly expanded our Civil segment through a number of acquisitions. In June 2011, we acquired Frontier-Kemper, a heavy civil contractor which builds tunnels for highways, railroads, subways, rapid transit systems as well as shafts and other facilities for water supply and wastewater transport. It also develops and equips mines with innovative hoisting, elevator and vertical conveyance systems for the mining industry. In July 2011, we acquired Lunda, a heavy civil contractor engaged in the construction, rehabilitation and maintenance of bridges, railroads, and other civil structures in the Midwest and throughout the United States. In August 2011, we acquired Becho, a contractor specializing in drilling, foundation, and excavation support for shoring, bridges, piers, roads and highway projects primarily in the southwestern United States. We believe that the Company has benefitted through these acquisitions by allowing us to expand our geographic presence, enhance our civil construction capabilities and add experienced management with a proven, successful track record.

 

Building Segment

 

Our Building segment has significant experience providing services to a number of specialized building markets for private and public works customers, including the hospitality and gaming, transportation, healthcare, municipal offices, sports and entertainment, education, correctional facilities, biotech, pharmaceutical, industrial and high-tech markets. We believe our success within the Building segment results from our proven ability to manage and perform large, complex projects with aggressive fast-track schedules, elaborate designs and advanced mechanical, electrical and life safety systems, while providing accurate budgeting and strict quality control. Although price is a key competitive factor, we believe our strong reputation, long-standing customer relationships and significant level of repeat and referral business have enabled us to achieve our leading position.

 

In its 2013 rankings, ENR ranked us as the tenth largest general building contractor in the United States. Within the general building category, we were ranked as the largest builder in the entertainment facilities market, seventh largest in the sports market, and eighth largest in commercial offices. We are a recognized leader in the hospitality and gaming market, specializing in the construction of high-end destination resorts and casinos and Native American developments. We work with hotel operators, Native American tribal councils, developers and architectural firms to provide diversified construction services to meet the challenges of new construction and renovation of hotel and resort properties. We believe that our reputation for completing projects on time is a significant competitive advantage in this market, as any delay in project completion could result in significant loss of revenues for the customer.

 

We have been awarded and have recently completed, or are currently working on, large public works and private building projects across a wide array of building end markets including transportation, healthcare and entertainment, among others, including the South Tower (“Tower C”) at Hudson Yards and the George Washington Bridge Bus Station redevelopment, both in New York City; the Graton Rancheria Resort and Casino in Rohnert Park, California; a new academic building at the State University of New York in Brooklyn; the McCarran International Airport Terminal 3 in Las Vegas, Nevada; the Pennsylvania Convention Center in Philadelphia, Pennsylvania; Kaiser Hospital Buildings in San Leandro and Redwood City, California, and courthouses in San Bernardino, California and Broward County, Florida. As a result of our reputation and track record, we were awarded and have completed contracts for several marquee projects in the hospitality and gaming market, including the Resorts World New York Casino at Aqueduct Racetrack in Jamaica, New York, and Project CityCenter, The Cosmopolitan Resort and Casino, the Wynn Encore Hotel and the Planet Hollywood Tower, all in Las Vegas, Nevada. These projects span a wide array of building end markets, and they illustrate our Building segment’s resume of performance on large-scale public and private projects.

 

Over the past several years, we have supported our Building segment’s book of business through strategic acquisitions. In January 2009, we acquired Keating Building Company (“Keating”), a construction management and design-build company with expertise in both private and public works building projects. The acquisition of Keating enabled us to expand our building construction market presence in the eastern half of the United States, including the northeast and mid-Atlantic regions. In April 2011, we acquired Anderson

 

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Companies (now named “Roy Anderson Corp.”), which provides general contracting, design-build, preconstruction, and construction management services to its public and private customers throughout the southeastern United States and has expertise in hospitality and gaming, commercial, government, healthcare, industrial and educational facilities. We believe that the Company has benefitted through these acquisitions by strengthening our positions in the eastern and southeastern United States, and we believe that our national resources and strong resume of notable projects will enable future growth potential for these companies on large, complex building projects going forward.

 

Specialty Contractors Segment

 

During the third quarter of 2011, we completed an internal reorganization in which we formed a Specialty Contractors segment by grouping together a number of businesses that formerly had operated as part of our Building and Civil segments. The reorganization allowed us to achieve greater vertical integration through increased self-performed work capability, while maintaining a specialty contracting business with third parties that allows us to sell services as a subcontractor. This reorganization strengthened the Company’s position as a full-service contractor with greater control over scheduled work, project delivery and risk management.

 

Our Specialty Contractors segment specializes in plumbing, HVAC, electrical, mechanical, and fire protection systems and pneumatically placed concrete for a full range of civil, building and management services construction projects in the industrial, commercial, hospitality and gaming, and mass transit end markets, among others. We were ranked in 2013 by ENR as the largest specialty contractor in the New York region and the seventh largest specialty contractor nationwide.

 

Our Specialty Contractors segment has been awarded, has recently completed work on, or is currently working on the World Trade Center for the Port Authority of New York and New Jersey in New York City; two signal system modernization projects in New York City; and the new hospital at the University of Texas Southwestern Medical Center. This segment has also supported several large public works projects in our Building and Civil segments, including the Alaskan Way Viaduct Replacement (SR-99 bored tunnel) project in Seattle, Washington; the McCarran International Airport Terminal 3 in Las Vegas, Nevada; the Resorts World New York Casino at Aqueduct Racetrack in Jamaica, New York; various segments of the Greenwich Street Corridor project in New York City; the Caldecott Tunnel Fourth Bore project near Oakland, California; the New Irvington Tunnel in Fremont, California and several marquee projects in the hospitality and gaming market, including Project CityCenter, The Cosmopolitan Resort and Casino, and the Planet Hollywood Tower, all in Las Vegas, Nevada.

 

Prior to the establishment of the Specialty Contractors segment, we significantly increased our specialty contracting capabilities with several acquisitions in 2010 and 2011. We acquired Superior Gunite (“Superior”) in November 2010, Fisk Electric Company (“Fisk”) in January 2011, and Five Star Electric Corporation (“FSE”), WDF, Inc. (“WDF”), and Nagelbush Mechanical, Inc. (“Nagelbush”) in July 2011, because we determined that they could enhance our opportunities for both increased vertical integration and continued (and expanded) stand-alone specialty contracting activities.

 

·                  FSE, WDF and Nagelbush serve a range of customers in a wide variety of markets including transportation, infrastructure, commercial, schools and universities, residential, and specialty construction, with a large presence in the northeastern United States markets.

 

·                  Fisk covers many of the major commercial, transportation and industrial electrical construction markets in southwestern and southeastern United States locations with the ability to cover other attractive markets nationwide. Fisk’s expertise is in the design and development of electrical and technology systems for major projects spanning a broad variety of project types, including: commercial office buildings, sports arenas, hospitals, research laboratories, hospitality and casinos, convention centers, and industrial facilities.

 

·                  Superior specializes in pneumatically placed structural concrete utilized in infrastructure projects such as bridges, dams, tunnels and retaining walls.

 

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Management Services Segment

 

Our Management Services segment provides diversified construction and design-build services to the U.S. military and government agencies, as well as to surety companies and multi-national corporations in the United States and overseas. Our ability to plan and execute rapid-response assignments and multi-year contracts through our diversified construction and design-build capabilities provides us with a competitive edge. Based on superior past performance, we have been selected for and are currently participating in eleven multi-year indefinite delivery/indefinite quantity (ID/IQ) construction programs for the U.S. Departments of Defense, State, Interior, and Homeland Security. We have been chosen by the federal government for significant projects related to defense and international development reconstruction projects in Iraq, Afghanistan, Haiti, and Guam. For example, we have completed in excess of two million square feet of overhead coverage protection projects throughout Iraq and a housing complex and helicopter maintenance facility for the U.S. Government. In addition, we completed work on the design and construction of four military bases in Afghanistan for the Afghan National Army, and we are working on electrical infrastructure improvements in Afghanistan and recently completed electrical infrastructure improvements in Haiti.

 

We believe we are well-positioned to capture additional management services projects that involve long-term contracts and provide a recurring source of revenues as the U.S government continues significant expenditures for defense and homeland security given the sustained global threat of terrorism, as well as for international development programs that improve livelihoods, promote governance and democratic states, and bolster diplomatic relations. Black Construction, one of our subsidiaries and the largest contractor on the island of Guam, is expected to generate a portion of its future revenues from the construction of facilities associated with the planned expansion of the United States military’s presence in Guam.

 

Markets and Customers

 

Our construction services are targeted toward end markets that are diversified across project types, customer characteristics and geographic locations.

 

Revenues by business segment for fiscal years 2013, 2012 and 2011 are set forth below:

 

 

 

Revenues by Business Segment

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

Civil

 

$

1,345,818

 

$

1,248,281

 

$

885,245

 

Building

 

1,470,219

 

1,467,910

 

1,825,468

 

Specialty Contractors

 

1,182,277

 

1,183,037

 

802,460

 

Management Services

 

177,358

 

212,243

 

203,144

 

Total

 

$

4,175,672

 

$

4,111,471

 

$

3,716,317

 

 

Revenues by end market for the Civil segment for fiscal years 2013, 2012 and 2011 are set forth below:

 

 

 

Civil Segment Revenues by End Market

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

Bridges

 

$

501,867

 

$

548,641

 

$

303,114

 

Mass Transit

 

364,148

 

217,292

 

263,018

 

Highways

 

211,316

 

228,652

 

150,684

 

Other

 

268,487

 

253,696

 

168,429

 

Total

 

$

1,345,818

 

$

1,248,281

 

$

885,245

 

 

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Revenues by end market for the Building segment for fiscal years 2013, 2012 and 2011 are set forth below:

 

 

 

Building Segment Revenues by End Market

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

Hospitality and Gaming

 

$

376,620

 

$

238,915

 

$

604,420

 

Healthcare Facilities

 

296,294

 

346,379

 

282,026

 

Education Facilities

 

280,684

 

190,968

 

223,253

 

Municipal and Government

 

253,246

 

137,628

 

123,159

 

Industrial Buildings

 

34,802

 

286,677

 

142,502

 

Mass Transit

 

10,754

 

10,909

 

201,507

 

Other

 

217,819

 

256,434

 

248,601

 

Total

 

$

1,470,219

 

$

1,467,910

 

$

1,825,468

 

 

Revenues by end market for the Specialty Contractors segment for fiscal years 2013, 2012 and 2011 are set forth below:

 

 

 

Specialty Contractors Segment

 

 

 

Revenues by End Market

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

Industrial Buildings

 

$

212,438

 

$

201,987

 

$

104,350

 

Mass Transit

 

174,778

 

203,242

 

76,459

 

Office Buildings

 

137,189

 

189,447

 

138,777

 

Condominiums

 

133,916

 

91,151

 

2,288

 

Education Facilities

 

123,910

 

94,463

 

46,737

 

Hospitality and Gaming

 

69,327

 

22,104

 

121,301

 

Municipal and Government

 

39,621

 

103,193

 

44,607

 

Other

 

291,098

 

277,450

 

267,941

 

Total

 

$

1,182,277

 

$

1,183,037

 

$

802,460

 

 

Revenues by end market for the Management Services segment for fiscal years 2013, 2012 and 2011 are set forth below:

 

 

 

Management Services Segment

 

 

 

Revenues by End Market

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

(in thousands)

 

U.S. Government Services

 

$

135,656

 

$

146,991

 

$

155,012

 

Surety and Other

 

41,702

 

65,252

 

48,132

 

Total

 

$

177,358

 

$

212,243

 

$

203,144

 

 

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We provide our services to a broad range of private and public customers. The allocation of our revenues by customer source for fiscal years 2013, 2012 and 2011 is set forth below:

 

 

 

Revenues by Customer Source

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

State and Local Governments

 

60

%

53

%

40

%

Private Owners

 

35

%

41

%

50

%

Federal Government Agencies

 

5

%

6

%

10

%

 

 

100

%

100

%

100

%

 

State and Local Governments. We derived approximately 60% of our revenues from state and local government customers during 2013. Our state and local government customers include state transportation departments, metropolitan authorities, cities, municipal agencies, school districts and public universities. We provide services to our state and local customers primarily pursuant to contracts awarded through competitive bidding processes. Our building construction services for state and local government customers have included correctional facilities, schools and dormitories, healthcare facilities, convention centers, parking structures and municipal buildings. Our civil contracting and building construction services are in locations throughout the country.

 

Private Owners. We derived approximately 35% of our revenues from private customers during 2013. Our private customers include major hospitality and gaming resort owners, Native American sovereign nations, public corporations, private developers, healthcare companies and private universities. We provide services to our private customers through negotiated contract arrangements as well as through competitive bids.

 

Federal Government Agencies. We derived approximately 5% of our revenues from federal government agencies during 2013. These agencies have included the U.S. State Department, the U.S. Navy, the U.S. Army Corps of Engineers, and the U.S. Air Force. We provide services to federal agencies primarily pursuant to contracts for specific or multi-year assignments that involve new construction or infrastructure improvements. A substantial portion of our revenues from federal agencies is derived from projects in overseas locations. We expect this to continue for the foreseeable future as a result of our expanding base of experience and relationships with federal agencies, together with anticipated stable expenditure trend for defense and security-related reconstruction work primarily due to the ongoing threats of terrorism.

 

Most federal, state, and local government contracts contain provisions which permit the termination of contracts, in whole or in part, for the convenience of the government, among other reasons.

 

For additional information on customers, markets, measures of profit or loss, and total assets, both U.S and foreign, see Note 13 — Business Segments of Notes to Consolidated Financial Statements in Item 15. Exhibits and Financial Statement Schedules.

 

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Backlog

 

We include a construction project in our backlog at such time as a contract is awarded, or a letter of commitment is obtained and adequate construction funding is in place. As a result, we believe the backlog figures are firm, subject only to the cancellation provisions contained in the various contracts. Historically, these provisions have not had a material effect on us.

 

Backlog is summarized below by business segment as of December 31, 2013 and 2012:

 

 

 

Backlog by Business Segment

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Civil

 

$

3,437,600

 

49

%

$

1,774,063

 

32

%

Building

 

1,654,438

 

24

%

1,964,902

 

35

%

Specialty Contractors

 

1,661,144

 

24

%

1,507,251

 

27

%

Management Services

 

201,105

 

3

%

357,408

 

6

%

Total

 

$

6,954,287

 

100

%

$

5,603,624

 

100

%

 

We estimate that approximately $3.4 billion, or 49.5%, of our backlog at December 31, 2013 will be recognized as revenue in 2014.

 

Backlog by end market for the Civil segment as of December 31, 2013 and 2012 is set forth below:

 

 

 

Civil Segment Backlog by End Market

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

(dollars in thousands)

 

Mass Transit

 

$

1,623,729

 

48

%

$

362,713

 

20

%

Bridges

 

1,041,856

 

30

%

811,886

 

46

%

Mixed Use

 

425,717

 

12

%

 

0

%

Highways

 

252,918

 

7

%

438,095

 

25

%

Other

 

93,380

 

3

%

161,369

 

9

%

Total

 

$

3,437,600

 

100

%

$

1,774,063

 

100

%

 

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Backlog by end market for the Building segment as of December 31, 2013 and 2012 is set forth below:

 

 

 

Building Segment Backlog by End Market

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

(dollars in thousands)

 

Municipal and Government

 

$

610,212

 

37

%

$

860,099

 

44

%

Education Facilities

 

444,110

 

27

%

356,405

 

18

%

Mixed Use

 

238,756

 

15

%

 

0

%

Mass Transit

 

127,390

 

8

%

53,838

 

3

%

Healthcare Facilities

 

74,890

 

5

%

269,976

 

14

%

Hospitality and Gaming

 

40,621

 

2

%

319,327

 

16

%

Other

 

118,459

 

6

%

105,257

 

5

%

Total

 

$

1,654,438

 

100

%

$

1,964,902

 

100

%

 

Backlog by end market for the Specialty Contractors segment as of December 31, 2013 and 2012 is set forth below:

 

 

 

Specialty Contractors Segment Backlog by End Market

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

(dollars in thousands)

 

Mass Transit

 

$

469,099

 

28

%

$

553,510

 

36

%

Education Facilities

 

290,517

 

17

%

174,785

 

11

%

Industrial Buildings

 

204,126

 

12

%

159,880

 

11

%

Condominiums

 

110,823

 

7

%

72,217

 

5

%

Office Buildings

 

101,799

 

6

%

147,604

 

10

%

Wastewater Treatment

 

65,475

 

4

%

134,185

 

9

%

Healthcare Facilities

 

49,008

 

3

%

103,400

 

7

%

Hospitality and Gaming

 

34,829

 

2

%

73,301

 

5

%

Other

 

335,468

 

21

%

88,369

 

6

%

Total

 

$

1,661,144

 

100

%

$

1,507,251

 

100

%

 

Backlog by end market for the Management Services segment as of December 31, 2013 and 2012 is set forth below:

 

 

 

Management Services Segment Backlog by End Market

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

(dollars in thousands)

 

U.S. Government Services

 

$

127,442

 

63

%

$

339,625

 

95

%

Surety and Other

 

73,663

 

37

%

17,783

 

5

%

Total

 

$

201,105

 

100

%

$

357,408

 

100

%

 

We continue to see a significant shift in the mix of our customers from private to state and local government agencies along with an increased share of Civil segment’s contributions to revenues and operating profits over the past three years. We intend to continue focusing on increasing our share of higher margin public works projects and vertically integrating our specialty contracting capabilities to further enhance our consolidated operating margins, as well as continuing to capture our share of large private building work on an opportunistic basis.

 

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Competition

 

The construction industry is highly competitive and the markets in which we compete include numerous competitors. In the small to mid-size work that we have targeted, we have continued to experience strong pricing competition from our competitors. However, the majority of the work that we target is for larger, more complex projects where the number of active market participants is smaller because of the capabilities required to perform the work. As a result, on these larger projects we face fewer competitors, as smaller contractors are unable to effectively compete or are unable to secure bonding to support large projects.

 

In our Civil segment, we compete principally with large civil construction firms including Alberici Corp., American Infrastructure, Inc., Dragados USA, Flatiron Construction Corp., Fluor Corp., Granite Construction, Kiewit Corp., Skanska USA, SNC-Lavalin Group, Inc., Sterling Construction Co., Traylor Bros., Inc., and The Walsh Group. In certain end markets of the Building segment, such as hospitality and gaming and healthcare, we are one of the largest providers of construction services in the United States. In our Building segment, we compete with a variety of national and regional contractors. Our primary competitors are Balfour Beatty Construction, Clark Construction Group, DPR Construction, Gilbane, Inc., Hensel Phelps Construction Co., Hunt Construction Group, McCarthy Building Companies, Inc., Skanska USA, Tishman Construction, Turner Construction Co., The Walsh Group and The Whiting-Turner Contracting Co. In our Specialty Contractors segment, we compete principally with Bergelectric Corp., Comfort Systems USA, E-J Electric Installation Co., EMCOR Group, KSW Mechanical Services, Inc., MC Dean, Inc., Primoris Services Corp., Rosendin Electric, Inc., and Zwicker Electric Co., Inc. In our Management Services segment, we compete principally with national engineering and construction firms such as CH2M Hill, Inc., Fluor Corp., Hensel Phelps Construction Co., KBR, Shaw Group (now part of Chicago Bridge & Iron Co.), and URS Corp. We believe price, experience, reputation, responsiveness, customer relationships, project completion track record, schedule control and delivery, risk management and quality of work are key factors in customers awarding contracts across our end markets.

 

Types of Contracts and The Contract Process

 

Types of Contracts

 

The general contracting and management services we provide consist of planning and scheduling the manpower, equipment, materials and subcontractors required for the timely completion of a project in accordance with the terms, plans and specifications contained in a construction contract. We provide these services by entering into traditional general contracting arrangements, such as fixed price, guaranteed maximum price, and cost plus fee contracts. These contract types and the risks generally inherent therein are discussed below:

 

·                  Fixed price (FP) contracts, which include fixed unit price contracts, are generally used in competitively bid public civil, building, and specialty construction projects and generally commit the contractor to provide all of the resources required to complete a project for a fixed sum or at fixed unit prices. Usually FP contracts transfer more risk to the contractor but offer the opportunity, under favorable circumstances, for greater profits. FP contracts represent a significant portion of our publicly bid civil construction projects. We also perform publicly bid building and specialty construction projects and certain task order contracts for U.S. government agencies in our Management Services segment under FP contracts.

 

·                  Guaranteed maximum price (GMP) contracts provide for a cost plus fee arrangement up to a maximum agreed upon price. These contracts place risks on the contractor for amounts in excess of the GMP, but may permit an opportunity for greater profits than under Cost Plus contracts through sharing agreements with the owner on any cost savings that may be realized. Services provided by our Building segment to various private customers often are performed under GMP contracts.

 

·                  Cost plus fee (Cost Plus) contracts provide for reimbursement of the costs required to complete a project plus a stipulated fee arrangement. Cost Plus contracts include cost plus fixed fee (CPFF) contracts and cost plus award fee (CPAF) contracts. CPFF contracts provide for reimbursement of the costs required to complete a project plus a fixed fee. CPAF contracts provide for reimbursement of the costs required to complete a project plus a base fee as well as an incentive fee based on cost and/or schedule performance. Cost Plus contracts serve to minimize the contractor’s financial risk, but may also limit profits.

 

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Historically, a high percentage of our contracts have been of the GMP and FP type. As a result of increasing opportunities in public works civil and building markets, combined with our increased resume of notable projects and expertise and the execution of our acquisition strategy, FP contracts have accounted for an increasing portion of our revenues since 2008 and are expected to continue to represent a sizeable percentage of both total revenues and backlog. The composition of revenues and backlog by type of contract for fiscal years 2013, 2012 and 2011 is as follows:

 

 

 

Revenues for the

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Cost Plus, GMP

 

37

%

39

%

49

%

FP

 

63

%

61

%

51

%

 

 

100

%

100

%

100

%

 

 

 

Backlog as of

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Cost Plus, GMP

 

24

%

28

%

FP

 

76

%

72

%

 

 

100

%

100

%

 

The Contract Process

 

We identify potential projects from a variety of sources, including from advertisements by federal, state and local government agencies, through the efforts of our business development personnel and through meetings with other participants in the construction industry, such as architects and engineers. After determining which projects are available, we make a decision on which projects to pursue based on factors such as project size, duration, availability of personnel, current backlog, competitive advantages and disadvantages, prior experience, contracting agency or owner, source of project funding, geographic location and type of contract.

 

After deciding which contracts to pursue, we generally have to complete a prequalification process with the applicable agency or customer. The prequalification process generally limits bidders to those companies that the agencies or customer concludes have the operational experience and financial capability to effectively complete the particular project(s) in accordance with the plans, specifications and construction schedule.

 

Our estimating process typically involves three phases. Initially, we perform a detailed review of the plans and specifications, summarize the various types of work involved and related estimated quantities, determine the project duration or schedule, and highlight the unique aspects of and risks associated with the project. After the initial review, we decide whether to continue to pursue the project. If we elect to pursue the project, we perform the second phase of the estimating process, which consists of estimating the cost and availability of labor, material, equipment, subcontractors and the project team required to complete the project on time and in accordance with the plans and specifications. The final phase consists of a detailed review of the estimate by management including, among other things, assumptions regarding cost, approach, means and methods, productivity and risk. After the final review of the cost estimate, management adds an amount for profit to arrive at the total bid amount.

 

Public bids to various government agencies are generally awarded to the lowest bidder. Requests for proposals or negotiated contracts with public or private customers are generally awarded based on a combination of technical capability and price, taking into consideration factors such as project schedule and prior experience.

 

During the construction phase of a project, we monitor our progress by comparing actual costs incurred and quantities completed to date with budgeted amounts and the project schedule and periodically, at a minimum on a quarterly basis, prepare an updated estimate of total forecasted revenue, cost and profit for the project.

 

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During the ordinary course of most projects, the customer, and sometimes the contractor, initiate modifications or changes to the original contract to reflect, among other things, changes in specifications or design, construction method or manner of performance, facilities, equipment, materials, site conditions and period for completion of the work. Generally, the scope and price of these modifications are documented in a “change order” to the original contract and are reviewed, approved and paid in accordance with the normal change order provisions of the contract.

 

Often a contract requires us to perform extra, or change order, work as directed by the customer even if the customer has not agreed in advance on the scope or price of the work to be performed. This process may result in disputes over whether the work performed is beyond the scope of the work included in the original project plans and specifications or, if the customer agrees that the work performed qualifies as extra work, the price the customer is willing to pay for the extra work. Even when the customer agrees to pay for the extra work, we may be required to fund the cost of such work for a lengthy period of time until the change order is approved and funded by the customer. Also, unapproved change orders, contract disputes or claims result in costs being incurred by us that cannot be billed currently and, therefore, are reflected as “costs and estimated earnings in excess of billings” in our Consolidated Balance Sheets. See Note 1 — Description of Business and Summary of Significant Accounting Policies, under the section entitled Method of Accounting for Contracts, of Notes to Consolidated Financial Statements in Item 15. Exhibits and Financial Statement Schedules. In addition, any delay caused by the extra work may adversely impact the timely scheduling of other project work and our ability to meet specified contract milestone dates.

 

The process for resolving claims varies from one contract to another, but, in general, we attempt to resolve claims at the project supervisory level through the normal change order process or with higher levels of management within our organization and the customer’s organization. Depending upon the terms of the contract, claim resolution may involve a variety of other resolution methods, including mediation, binding or non-binding arbitration or litigation. Regardless of the process, when a potential claim arises on a project, we typically have the contractual obligation to perform the work and incur the related costs. It is not uncommon for the claim resolution process to last months or years, especially if it involves litigation.

 

There are a number of factors that can create variability in contract performance and results as compared to a project’s original bid. These include costs associated with added scope changes, extended overhead due to owner, weather, and other delays, subcontractor performance issues, changes in site conditions that differ from those assumed in the original bid, the availability and skill level of workers in the geographic location of the project, and a change in the availability and proximity of equipment or materials. In addition, certain efficiencies and cost savings may at times be realized during the course of a project compared to the originally anticipated costs and levels of productivity. Furthermore, our original bids for most contracts are based on the client’s estimates of quantities needed to complete the contract. All of these factors can cause changes in estimates to a project’s at-completion costs, resulting in favorable or unfavorable impacts to profitability in current and future periods. Because of the rigor of our estimating process, we have often encountered opportunities to improve project performance cost estimates through realized project execution efficiencies and cost savings.

 

Our civil, building and management services contracts generally involve work durations in excess of one year. Revenue from our contracts in process is generally recorded under the percentage of completion contract accounting method. For a more detailed discussion of our policy in these areas, see Note 1 — Description of Business and Summary of Significant Accounting Policies, under the section entitled Method of Accounting for Contracts, of Notes to Consolidated Financial Statements in Item 15. Exhibits and Financial Statement Schedules.

 

Construction Costs

 

While our business may experience some adverse consequences if shortages develop or if prices for materials, labor or equipment increase excessively, provisions in certain types of contracts often shift all or a major portion of any adverse impact to the customer. On our fixed price contracts, we attempt to insulate ourselves from the unfavorable effects of inflation by incorporating escalating wage and price assumptions, where appropriate, into our construction cost estimates and by obtaining firm fixed price quotes from major subcontractors and material suppliers at the time of the bid period, and when possible, by purchasing required materials early in the project schedule. Construction and other materials used in our construction activities are generally available locally from multiple sources and have been in adequate supply during recent years. Construction work in selected overseas areas primarily employs expatriate and local labor which can usually be obtained as required.

 

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Table of Contents

 

Environmental Matters

 

Our properties and operations are subject to federal, state and municipal laws and regulations relating to the protection of the environment, including requirements for water discharges, air emissions, the use, management and disposal of solid or hazardous materials or wastes and the cleanup of contamination. For example, we must apply water or chemicals to reduce dust on road construction projects and to contain contaminants in stormwater runoff at construction sites. In certain circumstances, we may also be required to hire subcontractors to dispose of hazardous materials encountered on a project in accordance with a plan approved in advance by the owner. We believe that we are in substantial compliance with all applicable laws and regulations and we continually evaluate whether we must take additional steps to ensure compliance with environmental laws; however, future requirements or amendments to current laws or regulations imposing more stringent requirements could require us to incur additional costs to maintain or achieve compliance.

 

In addition, some environmental laws, such as the U.S. federal “Superfund” law and similar state statutes, can impose liability for the entire cost of cleanup of contaminated sites upon any of the current or former owners or operators or upon parties who generated waste at, or sent waste to, these sites, regardless of who owned the site at the time of the release or the lawfulness of the original disposal activity. Contaminants have been detected at some of the sites that we own, or where we worked as a contractor in the past, and we have incurred costs for investigation or remediation of hazardous substances. We believe that our liability for these sites will not be material, either individually or in the aggregate, and have pollution liability insurance available for such matters. We believe that we have minimal exposure to environmental liability because we generally carry insurance or receive indemnification from customers to cover the risks associated with the remediation business.

 

We own real estate in several states and in Guam (see Item 2. Properties for a description of our major properties) and, as an owner, are subject to laws governing environmental responsibility and liability based on ownership. We are not aware of any significant environmental liability associated with our ownership of real estate.

 

Insurance and Bonding

 

All of our properties and equipment, both directly owned and owned through joint ventures with others, are covered by insurance and we believe that the amount and scope of such insurance is adequate for the risks we face. In addition, we maintain general liability, excess liability and workers’ compensation insurance in amounts that we believe are consistent with our risk of loss and industry practice.

 

As a normal part of the construction business, we are often required to provide various types of surety bonds as an additional level of security of our performance. We have surety arrangements with several sureties. We also require many of our higher-risk subcontractors to provide surety bonds as security for their performance. Historically, we also have purchased contract default insurance on certain construction projects to insure against the risk of subcontractor default as opposed to having subcontractors provide traditional payment and performance bonds. In 2008, we formed PCR Insurance Company, a wholly owned subsidiary, to consolidate the risk under our various insurance policies utilizing deductible reimbursement policies issued by PCR Insurance Company, for each of our subsidiaries’ contractor default insurance, auto liability, general liability and workers’ compensation insurance exposure. PCR Insurance Company provides high deductible insurance coverage and reinsurance to other business units. The formation of PCR Insurance Company has allowed us to take advantage of favorable tax opportunities, and to centralize our claims and risk management functions, thus reducing claims and insurance-related costs.

 

Employees

 

The total number of personnel employed by us is subject to seasonal fluctuations, the volume of construction in progress and the relative amount of work performed by subcontractors. Our average number of full-time equivalent employees during 2013 was 9,679, and our total number of employees at December 31, 2013 was 10,206. The decrease in the average from 10,085 in 2012 to 9,679 in 2013 is primarily due to normal fluctuation in job timing.

 

We are signatory to numerous local and regional collective bargaining agreements, both directly and through trade associations, as a union contractor. These agreements cover all necessary union crafts and are subject to various renewal dates. Estimated amounts for wage escalation related to the expiration of union contracts are included in our bids on various projects and, as a result, the expiration of any union contract in the next fiscal year is not expected to have any material impact on us. As of December 31, 2013, approximately 7,450 of our total of 10,206 employees were union employees. During the past several years, we have not experienced any significant work stoppages caused by our union employees.

 

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Table of Contents

 

Available Information

 

Our website address is http://www.tutorperini.com. The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. We make available, free of charge on our website, our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) as soon as reasonably practicable after we have electronically filed such materials with, or furnished them to, the United States Securities and Exchange Commission (the “SEC”). You may read and copy any document we file at the SEC Headquarters, Public Reference Room, 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800- SEC-0330. In addition, the SEC maintains a website at http://www.sec.gov that contains reports, proxy, information statements and other information regarding issuers, such as the Company, that file electronically with the SEC. Also available on our website are our Code of Business Conduct and Ethics, Corporate Governance Guidelines, the charters of the Committees of our Board of Directors and reports under Section 16 of the Exchange Act of transactions in our stock by our directors and executive officers.

 

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Table of Contents

 

ITEM 1A. RISK FACTORS

 

We are subject to a number of known and unknown risks and uncertainties that could materially adversely affect our operations. Set forth below and elsewhere in this report and in other documents we file with the SEC are descriptions of the risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. Additional risks we do not yet know of or that we currently think are immaterial may also affect our business operations. These risks could have a material adverse effect on our financial condition, results of operations and cash flows.

 

We may not fully realize the revenue value reported in our backlog.

 

As of December 31, 2013, our backlog of uncompleted construction work was approximately $7.0 billion. We include a construction project in our backlog at such time as a contract is awarded, or a letter of commitment is obtained and adequate construction funding is in place. The revenue projected in our backlog may not be realized or, if realized, may not result in profits. For example, if a project reflected in our backlog is terminated, suspended or reduced in scope, it would result in a reduction to our backlog which could reduce, potentially to a material extent, the revenues and profits realized. If a customer cancels a project, we may be reimbursed for certain costs and profit thereon but typically have no contractual right to the total revenues reflected in our backlog. Significant cancellations or delays of projects in our backlog could have a material effect on future revenues, profits, and cash flows.

 

Current economic conditions could adversely affect our operations.

 

The deterioration of economic and financial market conditions in the United States and overseas throughout 2009-2012, including severe disruptions in the credit markets, could continue to adversely affect our results of operations in future periods. Although economic conditions in the United States have generally improved in 2013, continued demand uncertainty in various parts of the country, particularly for new commercial building developments or renovations to existing infrastructure, combined with continued tightness in the financial and credit markets, has made it difficult for some customers, including certain private owners and state and local governments, to obtain adequate financing to fund new construction projects on satisfactory terms or at all. These financing difficulties may significantly increase the rate at which our customers defer, delay, or cancel proposed new construction projects. Such deferrals, delays or cancellations could have an adverse impact on our future operating results.

 

Any ongoing instability or worsening conditions in the financial and credit markets could also impact a customer’s ability to pay us on a timely basis, or at all, for work on projects already under construction in accordance with the contract terms. Customer financing may be subject to periodic renewals and extensions of credit by the lender. As credit markets remain tight and challenging economic conditions persist, lenders may be unwilling to continue renewing or extending credit to a customer. Such deferral, delay or cancellation of credit by the lender could impact the customer’s ability to pay us, which could have an adverse impact on our future operating results. A significant portion of our operations are concentrated in California and New York. As a result, we are more susceptible to fluctuations caused by adverse economic or other conditions in these regions compared to others.

 

Reductions in the level of consumer spending within the non-residential building industry and the level of federal, state and local government spending for infrastructure and other public projects could adversely affect the number of projects available to us in the future.

 

With regard to the non-residential building industry, consumer spending is discretionary and may decline during economic downturns when consumers have less disposable income. Even an uncertain economic outlook may adversely affect consumer and private industry spending in various business operations, as consumers may spend less in anticipation of a potential economic downturn. Decreased spending in the non-residential building markets could deter new projects within the industry and the expansion or renovation of existing facilities.

 

With regard to infrastructure and other public works spending, civil construction markets are dependent on the amount of infrastructure work funded by various government agencies which, in turn, depends on the condition of the existing infrastructure, the need for new or expanded infrastructure, and federal, state or local government spending levels. A slowdown in economic activity in any of the markets that we serve may result in less spending on public works projects. In addition, a decrease or delay in government funding of infrastructure projects or delays in the sale of voter-approved bonds could decrease the number of civil construction projects available and limit our ability to obtain new contracts, which could reduce revenues within our Civil segment. In addition, budget shortfalls and

 

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credit rating downgrades in states in which the Company is involved in significant infrastructure projects and any long-term impairment in the ability of state and local governments to finance construction projects by raising capital in the municipal bond market could curtail or delay the funding of future projects. Our Building segment is also involved in significant public works construction projects including healthcare facilities, educational facilities, and municipal and government facilities primarily in California and the southeastern United States. These projects also are dependent upon funding by various federal, state and local government agencies. A decrease in government funding of public healthcare and education facilities, particularly in those regions, could decrease the number and/or size of construction projects available and limit our ability to obtain new contracts in these markets, which could reduce our revenues and earnings.

 

Economic, political and other risks and the level of U.S. Government funding associated with our international operations could adversely affect our revenues and earnings.

 

We derived approximately 4% or $175.3 million of revenues and approximately $12.3 million of income from construction operations for the year ended December 31, 2013 from our work on projects located outside of the United States, including projects in Iraq, Afghanistan, Haiti, and Guam. Our international operations expose us to risks inherent in doing business in certain hostile regions outside the United States, including: political risks, risks of loss due to civil disturbances, guerilla activities and insurrection; acts of terrorism and acts of war; unstable economic, financial and market conditions; potential incompatibility with foreign subcontractors and vendors; foreign currency controls and fluctuations; trade restrictions; variations in taxes; and changes in labor conditions, labor strikes and difficulties in staffing and managing international operations. Failure to successfully manage risks associated with our international operations could result in higher operating costs than anticipated or could delay or limit our ability to generate revenues and income from construction operations in key international markets.

 

With regard to the U.S. Government’s funding of construction projects in Iraq, Afghanistan, Haiti, and Guam, the United States federal government has approved various spending bills for the reconstruction and defense of Iraq and Afghanistan and has allocated significant funds to the defense of United States interests around the world from the threat of terrorism. The United States federal government has also approved funds for development in conjunction with the relocation of military personnel into Guam. A decrease in government funding of these projects, whether due to the continued reduction of troops, support personnel, and outside contractors from Afghanistan or as a result of other factors, would decrease the number of projects available to us and limit our ability to obtain new contracts in this area.

 

Competition for new project awards is intense and our failure to compete effectively could reduce our market share and profits.

 

New project awards are often determined through either a competitive bid basis or on a negotiated basis. Bid or negotiated contracts with public or private owners are generally awarded based upon price, but oftentimes take into account other factors, such as technical approach and/or qualifications, shorter project schedules, or our record of past performance on similar projects completed. Within our industry, we compete with many national, regional and local construction firms. Some of these competitors have achieved greater market penetration than we have in the markets in which we compete, and some have greater financial and other resources than we do. As a result, we may need to accept lower contract margins or more fixed price or unit price contracts in order for us to compete against competitors that have the ability to accept awards at lower prices or have a pre-existing relationship with the customer. If we are unable to compete successfully in such markets, our relative market share and profits could be reduced.

 

The construction services industry is highly schedule driven, and our failure to meet schedule requirements of our contracts could adversely affect our reputation and/or expose us to financial liability.

 

Many of our contracts are subject to specific completion schedule requirements and subject us to liquidated damages in the event the construction schedules are not achieved. Our failure to meet schedule requirements could subject us not only to liquidated damages, but could further subject us to liability for our customer’s actual cost arising out of our delay and cause us to suffer damage to our reputation within our industry and customer base.

 

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We will require substantial personnel, including construction and project managers and specialty subcontractor resources to execute and perform on our contracts in backlog. The successful execution of our business strategies is also dependent upon our ability to attract and retain key officers.

 

Our ability to execute and perform on our contracts in backlog depends in large part upon our ability to hire and retain highly skilled personnel, including project and construction management. In addition, our construction projects require significant trade labor resources, such as carpenters, masons and other skilled workers, as well as certain specialty subcontractor skills. In the event we are unable to attract, hire and retain the requisite personnel and subcontractors necessary to execute and perform on our contract backlog, we may experience delays in completing projects in accordance with project schedules, which may have a material effect on our financial results and harm our reputation. Further, the increased demand for personnel and specialty subcontractors may result in higher than expected costs, which could cause us to exceed the budget on a project. This, in turn, may have a material effect on our results of operations and harm our relationships with our customers. In addition, if we lack the personnel and specialty subcontractors necessary to perform on our current contract backlog, we may find it necessary to curtail our pursuit of new projects. Although this risk has been somewhat mitigated through the specialty contracting capabilities which we acquired in 2011, we still rely significantly on external specialty subcontractors to perform our projects.

 

The execution of our business strategies also substantially depends on our ability to retain the continued service of several key members of our management. Losing the services of these key officers could adversely affect our business until a suitable replacement can be found. The majority of these key officers are not bound by employment agreements with us nor do we maintain key person life insurance policies for them.

 

Weather can significantly affect our revenues and profitability.

 

Our ability to perform work is significantly affected by weather conditions such as precipitation and temperature. Changes in weather conditions can cause delays and otherwise significantly affect our project costs. The impact of weather conditions can result in variability in our revenues and profitability.

 

An inability to obtain bonding could limit the number of projects we are able to pursue.

 

As is customary in the construction business, we often are required to provide surety bonds to secure our performance under construction contracts. Our ability to obtain surety bonds primarily depends upon our capitalization, working capital, past performance, management expertise and certain external factors, including the overall capacity of the surety market. Surety companies consider such factors in relation to the amount of our backlog and their underwriting standards, which may change from time to time. The surety industry has undergone significant changes with several companies withdrawing completely from the industry or significantly reducing their bonding commitment. In addition, certain reinsurers of surety risk have limited their participation in this market. Therefore, we could be unable to obtain surety bonds, when required, which could adversely affect our future results of operations and revenues.

 

Failure to maintain safe work sites could result in significant losses.

 

Construction and maintenance sites are potentially dangerous workplaces and often put our employees and others in close proximity with mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials. On many sites, we are responsible for safety and, accordingly, must implement safety procedures. If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of or injury to, our employees, as well as expose ourselves to possible litigation. Despite having invested significant resources in safety programs, a serious accident may nonetheless occur on one of our worksites. As a result, our failure to maintain adequate safety standards could result in reduced profitability or the loss of projects or customers, and could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

 

Our participation in construction joint ventures exposes us to liability and/or harm to our reputation for failures by our partners.

 

As part of our business, we enter into joint venture arrangements typically to jointly bid on and execute particular projects, thereby reducing our financial or operational risk with respect to such projects. Success on these joint projects depends in large part on whether our joint venture partners satisfy their contractual obligations. We and our joint venture partners are generally jointly and severally liable for all liabilities and obligations of our joint ventures. If

 

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a joint venture partner fails to perform or is financially unable to bear its portion of required capital contributions or other obligations, including liabilities stemming from lawsuits, we could be required to make additional investments, provide additional services or pay more than our proportionate share of a liability to make up for our partner’s shortfall. Further, if we are unable to adequately address our partner’s performance issues, the customer may terminate the project, which could result in legal liability to us, harm our reputation, reduce our profit on a project or, in some cases, result in a loss.

 

We are subject to significant legal proceedings which, if determined adversely to us, could harm our reputation, preclude us from bidding on future projects and/or have a material effect on us. We also may invest significant working capital on projects while legal proceedings are being settled.

 

We are involved in various lawsuits, including the legal proceedings described under Item 3. Legal Proceedings. Litigation is inherently uncertain and it is not possible to accurately predict what the final outcome will be of any legal proceeding. We must make certain assumptions and rely on estimates regarding potential outcomes of legal proceedings in order to determine an appropriate charge to income and contingent liabilities. Estimating and recording future outcomes of litigation proceedings requires us to make significant judgments and assumptions about the future, which are inherently subject to risks and uncertainties. If the final recovery turns out to be materially less favorable than our estimates, we would have to record the related liability, which may include losses from money owed pursuant to an unfavorable judgment as well as losses based on the failure to receive an anticipated judgment for sums in our favor, and fund the payment of the judgment and, if such adverse judgment is significant, it could have a material adverse effect on us. Legal proceedings resulting in judgments or findings against us may harm our reputation and prospects for future contract awards. We occasionally bring claims against project owners for additional cost exceeding the contract price or for amounts not included in the original contract price. When these types of events occur and unresolved claims are pending, we may invest significant working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these types of claims could have a material effect on our liquidity and financial results.

 

Our contracts require us to perform extra, or change order, work, which can result in disputes and adversely affect our working capital, profits and cash flows.

 

Our contracts generally require us to perform extra, or change order, work as directed by the customer even if the customer has not agreed in advance on the scope or price of the work to be performed. This process can result in disputes over whether the work performed is beyond the scope of the work included in the original project plans and specifications or, if the customer agrees that the work performed qualifies as extra work, over the price the customer is willing to pay for the extra work. Even when the customer agrees to pay for the extra work, we may be required to fund the cost of such work for a lengthy period of time until the change order is approved and funded by the customer.

 

Also, unapproved change orders, contract disputes or claims cause us to incur costs that cannot be billed currently and therefore may be reflected as “costs and estimated earnings in excess of billings” in our balance sheet. See Note1 — Description of Business and Summary of Significant Accounting Policies, under the section entitled Method of Accounting for Contracts of Notes to Consolidated Financial Statements in Item 15. Exhibits and Financial Statement Schedules. To the extent our actual recoveries with respect to unapproved change orders, contract disputes or claims are lower than our estimates, the amount of any shortfall will reduce our revenues and the amount of costs and estimated earnings in excess of billings recorded on our balance sheet, and could have a material effect on our working capital, results of operations and cash flows. Additionally, as we include unapproved change orders in our estimates of revenues and costs to complete a project, our profitability may be diluted via the percentage-of- completion method of accounting for contract revenues. Any delay caused by the extra work may also adversely impact the timely scheduling of other project work and our ability to meet specified contract milestone dates.

 

Increased regulation of the hospitality and gaming industry could reduce the number of future hospitality and gaming projects available, which, in turn, could adversely affect our future earnings.

 

The hospitality and gaming industry is regulated extensively by federal and state regulatory bodies, including state gaming commissions, the National Indian Gaming Commission and federal and state taxing and law enforcement agencies. From time to time, legislation is proposed in the legislatures of some of these jurisdictions that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the hospitality and gaming industry.

 

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Legislation of this type may be enacted in the future. New legislation or hospitality and gaming regulations could deter future hospitality and gaming construction projects in jurisdictions in which we derive significant revenues. As a result, the enactment of any such new legislation or regulations could adversely affect our future earnings.

 

Completing the integration of recent acquisitions into our Company may result in unforeseen operating difficulties and may require significant financial, operational and managerial resources that would otherwise be available for the operation, development and expansion of our existing business.

 

During 2011 we completed an acquisition strategy, in which we acquired Superior Gunite, Fisk, Anderson, Frontier- Kemper, Lunda, WDF, FSE, Nagelbush and Becho over a period of 10 months. To the extent that we experience unforeseen difficulties in completing the integration of these acquisitions, we may also have difficulty achieving our operating, strategic and financial objectives.

 

The percentage-of-completion method of accounting for contract revenues involved significant estimates which may result in material adjustments, which could result in a charge against our earnings.

 

We recognize contract revenues using the percentage-of-completion method. Under this method, estimated contract revenues are recognized by applying the percentage of completion of the project for the period to the total estimated revenues for the contract. Estimated contract losses are recognized in full when determined. Total contract revenues and cost estimates are reviewed and revised at a minimum on a quarterly basis as the work progresses and as change orders are approved. Adjustments based upon the percentage of completion are reflected in contract revenues in the period when these estimates are revised. To the extent that these adjustments result in an increase or a reduction in or an elimination of previously reported contract profit, we recognize a credit or a charge against current earnings, as applicable. Such credits or charges could be material and could cause our results to fluctuate materially from period to period.

 

Accounting for our contract related revenues and costs, as well as other expenses, require management to make a variety of significant estimates and assumptions. Although we believe we have the experience and processes to enable us to formulate appropriate assumptions and produce reasonably dependable estimates, these assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized revenue and profit. Such changes could have a material adverse effect on our financial position and results of operations.

 

If we are unable to accurately estimate the overall risks, revenues or costs on a contract, we may achieve a lower than anticipated profit or incur a loss on that contract.

 

We generally enter into three principal types of contracts with our customers: fixed price contracts, guaranteed maximum price contracts and cost plus fee contracts. We derive a significant portion of our Civil, Specialty Contractors and Management Services segment revenues and backlog from fixed price contracts.

 

·                  Fixed price contracts require us to perform the contract for a fixed price irrespective of our actual costs. As a result, we realize a profit on these contracts only if we successfully control our costs to avoid cost overruns and successfully negotiate change orders for out of scope work.

 

·                  Guaranteed maximum price contracts provide for a cost plus fee arrangement up to a maximum agreed- upon price. These contracts also place the risk on us for cost overruns that exceed the guaranteed maximum price.

 

·                  Cost plus fee contracts provide for reimbursement of the costs required to complete a project, but generally have a lower base fee and an incentive fee based on cost and/or schedule performance. If our costs exceed the revenues available under such a contract or are not allowable under the provisions of the contract, we may not receive reimbursement for these costs.

 

Cost overruns, whether due to inefficiency, faulty estimates or other factors, result in lower profit or even a loss on a project. If our estimates of the overall risks, revenues or costs prove inaccurate or circumstances change, we may incur a lower profit or a loss on that contract.

 

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We are subject to a number of risks as a U.S. government contractor, which could harm our reputation, result in fines or penalties against us and/or adversely impact our financial condition.

 

We are a provider of services to U.S. government agencies and therefore are exposed to risks associated with government contracting. We must observe laws and regulations relating to the formation, administration and performance of government contracts which affect how we do business with our U.S. government customers and may impose added costs on our business. For example, the Federal Acquisition Regulations allow our U.S. government customers to terminate our contracts for the failure to comply with regulatory requirements not directly related to performance and in certain cases, require us to disclose and certify cost and pricing data in connection with contract negotiations.

 

Our failure to comply with these or other laws and regulations could result in contract terminations, suspension or debarment from contracting with the U.S. government, civil fines and damages and criminal prosecution and penalties, any of which could cause our actual results to differ materially from those anticipated.

 

U.S. government agencies generally can terminate or modify their contracts with us at their convenience and some government contracts must be renewed annually at the U.S. government’s sole discretion. If a government agency terminates or fails to renew a contract, our backlog may be reduced. If a government agency terminates a contract due to our unsatisfactory performance, it could result in liability to us and harm our ability to compete for future contracts.

 

U.S. government agencies, including the Defense Contract Audit Agency, or DCAA, routinely audit our U.S. government contracts and contractors’ administration processes and systems. These agencies review our performance on contracts, pricing practices, cost structure and compliance with applicable laws, regulations and standards. They also review the adequacy of our internal control systems and policies, including our purchasing, property, estimating, and information systems. Only costs allowable under federal regulations may be properly charged to our government contracts and any costs found to be improperly allocated to a specific contract will not be reimbursed, and any such costs already reimbursed must be refunded or otherwise properly credited to the U.S. government in subsequent invoices. Moreover, if any of the administrative processes or systems is found not to comply with requirements, we may be subjected to increased government oversight and approval that could delay or otherwise adversely affect our ability to compete for or perform contracts. Therefore, an unfavorable outcome to an audit by the DCAA or another agency could cause our results to differ materially from those anticipated. If an investigation uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeitures of profits, suspension of payments, fines and suspension or debarment from doing business with the U.S. government. In addition, we would suffer serious harm to our reputation if allegations of impropriety were made against us. Each of these results could cause actual results to differ materially from those anticipated.

 

Our pension plan is underfunded and we may be required to make significant future contributions to the plan.

 

Our defined benefit pension plan and our supplemental retirement plan are non-contributory pension plans covering many of our employees. Benefits under these plans were frozen as of June 1, 2004. As of December 31, 2013, these plans were underfunded by approximately $22.6 million. We are required to make cash contributions to our pension and supplemental retirement plans to the extent necessary to comply with minimum funding requirements imposed by employee benefit and tax laws. The amount of any such required contributions is determined based on an annual actuarial valuation of the plan as performed by the plans’ actuaries. During 2013, we contributed $3.5 million in cash to our defined benefit pension plan and supplemental retirement plan. The amount of our future contributions will depend upon asset returns, then-current discount rates and a number of other factors, and, as a result, the amount we may elect or be required to contribute to these plans in the future may vary significantly. See Item 7. - Management’s Discussion and Analysis of Financial Condition and Results of Operations- in the section entitled Critical Accounting Policies.

 

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In connection with mergers and acquisitions, we have recorded goodwill and other intangible assets that could become impaired and adversely affect our operating results. Assessing whether impairment has occurred requires us to make significant judgments and assumptions about the future, which are inherently subject to risks and uncertainties, and if actual events turn out to be materially less favorable than the judgments we make and the assumptions we use, we may be required to record additional impairments in the future.

 

We had approximately $691.5 million of goodwill and intangible assets recorded on our Consolidated Balance Sheet at December 31, 2013. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations reduced by any impairments recorded subsequent to the date of acquisition. We test goodwill and intangible assets for impairment by applying a fair value test in the fourth quarter of each year and between annual tests if events or circumstances change which suggest that the goodwill or intangible assets should be evaluated. For example, if our market capitalization drops significantly below the amount of net equity recorded on our balance sheet, it might indicate a decline in the fair value of our goodwill and intangible assets and would require us to further evaluate whether impairment has occurred. If we determine that there has been an impairment (meaning that carrying value exceeds fair value), we would be required to write down the carrying value by the amount of the excess (which would represent the impaired portion of these assets).

 

Impairment assessment inherently involves management judgments as to the assumptions used to project amounts included in the valuation process and as to anticipated future market conditions and their potential effect on future performance. Changes in assumptions or estimates can materially affect the determination of fair value. If we determine, based on our assumptions, judgments, estimates and projections, that no impairment exists as of a specific date, and if future events turn out to be materially less favorable than what we assumed or estimated in assessing fair value when we tested for impairment, we may be required at a future date (either as part of a subsequent annual evaluation or on an interim basis) to re-evaluate fair value and to recognize an impairment at that time and write down the carrying value of our goodwill and/or intangible assets. If we were required to write down all or a significant part of our goodwill and intangible assets in future periods, our net earnings and equity could be materially and adversely affected.

 

The forecasts utilized in the discounted cash flow analysis as part of our impairment test assume future revenue and profitability growth in each of our segments. If our operating segments cannot obtain, or we determine at a later date that we no longer expect them to obtain, the projected levels of profitability, future goodwill impairment tests may also result in an impairment charge. There can be no assurances that our operating segments will be able to achieve our estimated levels of profitability. A number of factors, many of which we have no ability to control, could affect our financial condition, operating results and business prospects and could cause our actual results to differ from the estimates and assumptions we employed in our goodwill impairment testing. These factors include, but are not limited to, (i) renewed deterioration in the overall economy; (ii) a significant decline in our stock price and resulting market capitalization; (iii) changes in the discount rate; (iv) successful efforts by our competitors to gain market share in our markets; (v) adverse changes as a result of regulatory actions; (vi) a significant adverse change in legal factors or in the overall business climate; (vii) recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of our reporting units; and (viii) the resolution of legal proceedings resulting in judgments less favorable than our estimates. Given these and other factors, we cannot be certain that goodwill impairment will not be required during future periods.

 

Based on our annual review of our goodwill and intangible assets, which we performed in the fourth quarter of 2013, we concluded that no impairment had occurred. To the extent that the value of the goodwill or other intangible assets becomes impaired in the future, we will be required to incur non-cash charges relating to the impairment and recognized them in our Consolidated Statement of Operations.

 

Conflicts of interest may arise involving certain of our directors.

 

We have engaged in joint ventures, primarily in civil construction, with O&G Industries, Inc., a Connecticut corporation, whose Vice Chairman is Raymond R. Oneglia, one of our directors. In accordance with the Company’s policy, the terms of this joint venture and any of our joint ventures with any affiliate have been and will continue to be subject to review and approval by our Audit Committee. As in any joint venture, we could have disagreements with our joint venture partner over the operation of a joint venture, or a joint venture could be involved in disputes with third parties, where we may or may not have a conflict of interest with our joint venture partner. These relationships also may create conflicts of interest with respect to new business and other corporate opportunities.

 

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Ronald N. Tutor’s ownership interest in the Company, along with his management position and his right to designate nominees to serve as members of our Board of Directors, provides him with significant influence over corporate matters and may make a third party’s acquisition of the Company (or its stock or assets) more difficult.

 

As of December 31, 2013, Mr. Tutor and two trusts controlled by Mr. Tutor (the “Tutor Group”) owned approximately 17.2% of the outstanding shares of our common stock. In addition, Mr. Tutor is the chairman and chief executive officer of the Company and has the right to designate one nominee for election as a member of the Company’s Board of Directors so long as the Tutor Group owns at least 11.25% of the outstanding shares of the Company’s common stock. As of the date of this Form 10-K, there are ten current directors, one of whom was appointed by Mr. Tutor in November 2013. Mr. Tutor will be able to exert significant influence over the outcome of a range of corporate matters, including significant corporate transactions requiring a shareholder vote, such as a merger or a sale of the Company or its assets. This concentration of ownership and influence in management and Board decision-making also could harm the price of our common stock by, among other things, discouraging a potential acquirer from seeking to acquire shares of our common stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of the Company.

 

Our business, financial position, results of operations and cash flows could be adversely affected by work stoppages and other labor problems.

 

We are a signatory to numerous local and regional collective bargaining agreements, both directly and through trade associations. If we or our trade associations are unable to negotiate with any of our unions, we might experience strikes, work stoppages or increased operating costs as a result of higher than anticipated wages or benefits. If our unionized workers engage in a strike or other work stoppage, or our non-unionized employees become unionized, we could experience a disruption of our operations and higher ongoing labor costs, which could adversely affect our business, financial position, results of operations and cash flows.

 

We have a substantial amount of indebtedness which could adversely affect our financial position and prevent us from fulfilling our obligations under our debt agreements, in particular under our $300 million senior unsecured notes and our $200 million term loan under our revolving credit facility.

 

We currently have and expect to continue to have a substantial amount of indebtedness. As of December 31, 2013, we had a total debt of $733.9 million, consisting of $298.5 million of senior unsecured notes (net of unamortized debt discount of $1.5 million) (the “Senior Notes”), $135.0 million of outstanding borrowings on a revolving credit basis (the “Revolving Facility”), a $200 million term loan (the “Term Loan”) which has been paid down to $115.0 million at December 31, 2013, and $185.4 million of other debt. We may also incur significant additional indebtedness in the future. Our substantial indebtedness may:

 

·                  make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the Senior Notes, Term Loan and our other indebtedness;

 

·                  limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;

 

·                  limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

 

·                  require us to use a substantial portion of our cash flow from operations to make debt service payments;

 

·                  limit our flexibility to plan for, or react to, changes in our business and industry;

 

·                  place us at a competitive disadvantage compared to our less leveraged competitors; and

 

·                  increase our vulnerability to the impact of adverse economic and industry conditions.

 

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We are subject to restrictive covenants under our revolving credit facility and the indenture for our $300 million senior unsecured notes that could limit our flexibility in managing the business.

 

Our revolving credit facility imposes operating and financial restrictions on us. These restrictions include, among other things, limitations on our ability to:

 

·                  create liens or other encumbrances;

 

·                  enter into certain types of transactions with our affiliates;

 

·                  make certain capital expenditures;

 

·                  make investments, loans or other guarantees;

 

·                  sell or otherwise dispose of a portion of our assets; or

 

·                  merge or consolidate with another entity.

 

In addition, our revolving credit facility limits our ability to incur indebtedness from other sources without the consent of our lenders. Our revolving credit facility contains financial covenants that require us to maintain minimum net worth, minimum liquidity, minimum fixed charge coverage and maximum leverage ratios. Our ability to borrow funds for any purpose is dependent upon satisfying these tests.

 

Our Senior Notes also impose operating and financial restrictions on us including, among other things, the following limitations on our ability to:

 

·                  incur additional indebtedness or issue certain preferred stock;

 

·                  pay dividends on, or make distributions in respect of, our capital stock or repurchase our capital stock;

 

·                  make certain investments or other restricted payments;

 

·                  sell certain assets;

 

·                  create liens or use assets as security in other transactions;

 

·                  merge, consolidate or transfer or dispose of substantially all of their assets; or

 

·                  engage in certain transactions with affiliates.

 

If we are unable to meet the terms of the financial covenants or fail to comply with any of the other restrictions contained in these agreements, an event of default could occur. An event of default, if not waived by our lenders, could result in an acceleration of any outstanding indebtedness, causing such debt to become immediately due and payable. If such acceleration occurs, we may not be able to repay such indebtedness on a timely basis. Since indebtedness under our revolving credit facility and Senior Notes is secured by substantially all of our assets, acceleration of this debt could result in foreclosure of those assets. In the event of a foreclosure, we would be unable to conduct our business and may be forced to discontinue ongoing operations.

 

Funds associated with auction rate securities may not be liquid or readily available.

 

As discussed in Note 3 — Fair Value Measurements of Notes to Consolidated Financial Statements in Item 15. Exhibits and Financial Statement Schedules, our investment securities primarily consist of auction rate securities which are not currently liquid or readily available to convert to cash. As of both December 31, 2013 and 2012, we held $46.3 million in auction rate securities. In conjunction with our estimates of fair value at December 31, 2011, we deemed our investment in auction rate securities to be impaired by $4.8 million in 2011. These impairment charges were deemed to be other-than-temporary, thereby resulting in charges to income. In 2013 and 2012, we did not deem any of our auction rate securities to be impaired. However, the settlement of three securities in 2012 resulted in a realized loss of $2.7 million. If the auction rate securities market continues to remain relatively illiquid, it is possible that we will be required to further adjust the fair value of our auction rate securities. If we determine that the decline in the fair value of our auction rate securities is other-than-temporary, it would result in additional impairment charges being recognized in our Consolidated Statements of Operations, which could be material and which could adversely affect our financial results. In addition, the lack of liquidity associated with these investments may require us to access our revolving credit facility until some or all of our auction rate securities are liquidated.

 

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We retain a certain level risk for workers’ compensation, general liability, automobile liability and subcontractor default insurance. Therefore, large losses, associated with several insurable events, could adversely affect our operating results.

 

We are responsible for a portion of our claims exposure resulting from workers’ compensation, general liability, automobile liability and certain events of subcontractor default. We maintain insurance coverage with licensed insurance carriers which limits our aggregate exposure to excessive loss experience in a given policy year. We accrue currently for estimated incurred losses and expenses, and periodically evaluate and adjust our claims accrued liability to reflect our experience. However, if excessive loss experience should occur in a policy year or years, ultimate results may differ materially from our estimates, which could adversely affect our operating results and cash flow. Although we believe the level of our insurance coverage should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Also, there are some types of losses such as from hurricanes, terrorism, wars, or earthquakes where insurance is limited and/or not economically justifiable. If an uninsured loss occurs, it could adversely affect our operating results and cash flow.

 

Changes to our information systems as well as any loss, breach of security, disruption, unexpected data or our inability to implement new systems, could have a material adverse effect on our business.

 

We rely on proven third-party software from Oracle, Microsoft and Meridian to run critical accounting, project management and financial information systems. These software solutions are well established in the marketplace and have strong internal and certified partner support networks. However, if software vendors decide to discontinue further development, integration or long-term software maintenance support for our information systems, or there is any system interruption, delay, breach of security, loss of data or loss of a vendor, we may need to migrate some or all of our accounting, project management and financial information to other systems. These disruptions could increase our operational expense as well as impact the management of our business operations, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

 

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ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

Properties used in our construction operations primarily consist of office space within general, commercial office buildings in major cities as well as storage yards for our construction equipment. We believe our properties are well maintained, in good condition, adequate and suitable for our purposes.

 

Our major facilities are in the following locations:

 

 

 

 

 

Owned or

 

 

 

Approximate

 

 

 

 

 

Leased by

 

Approximate

 

Square Feet of

 

Principal Offices

 

Business Segment(s)

 

Tutor Perini

 

Acres

 

Office Space

 

Framingham, MA

 

Management Services

 

Owned

 

9

 

104,000

 

Henderson, NV

 

Building

 

Owned

 

4

 

58,000

 

Ozone Park, NY

 

Specialty Contractors

 

Leased

 

1

 

50,000

 

Sylmar, CA

 

Corporate

 

Leased

 

 

46,000

 

Jessup, MD

 

Civil

 

Owned

 

9

 

46,000

 

Redwood City, CA

 

Building

 

Leased

 

 

45,000

 

Philadelphia, PA

 

Building

 

Leased

 

 

34,000

 

Bronx, NY

 

Specialty Contractors

 

Leased

 

 

29,000

 

Gulfport, MS

 

Building

 

Owned

 

 

28,000

 

Houston, TX

 

Specialty Contractors

 

Owned

 

 

28,000

 

Mount Vernon, NY

 

Specialty Contractors

 

Leased

 

 

27,000

 

Barrigada, Guam

 

Management Services

 

Owned

 

4

 

27,000

 

Sylmar, CA

 

Specialty Contractors

 

Owned

 

 

24,000

 

Las Vegas, NV

 

Specialty Contractors

 

Leased

 

 

24,000

 

New Rochelle, NY

 

Civil

 

Owned

 

1

 

22,000

 

Peekskill, NY

 

Civil

 

Owned

 

5

 

21,000

 

Ft. Lauderdale, FL

 

Building

 

Leased

 

 

18,000

 

Evansville, IN

 

Civil

 

Owned

 

 

11,000

 

Lakeview Terrace, CA

 

Specialty Contractors

 

Leased

 

2

 

11,000

 

Black River Falls, WI

 

Civil

 

Owned

 

2

 

8,000

 

Bronx, NY

 

Specialty Contractors

 

Leased

 

 

8,000

 

Ft. Lauderdale, FL

 

Specialty Contractors

 

Leased

 

 

7,000

 

 

 

 

 

 

 

37

 

676,000

 

 

 

 

 

 

 

 

 

 

 

Principal Permanent

 

 

 

 

 

 

 

 

 

Storage Yards

 

 

 

 

 

 

 

 

 

Fontana, CA

 

Building and Civil

 

Leased

 

33

 

 

 

Jackson County, WI

 

Civil

 

Owned

 

26

 

 

 

Evansville, IN

 

Civil

 

Owned

 

15

 

 

 

Barrigada, Guam

 

Management Services

 

Owned

 

13

 

 

 

Jessup, MD

 

Civil

 

Owned

 

7

 

 

 

Stockton, CA

 

Building

 

Owned

 

7

 

 

 

Houston, TX

 

Specialty Contractors

 

Leased

 

7

 

 

 

New Windsor, NY

 

Civil

 

Leased

 

1

 

 

 

Framingham, MA

 

Management Services

 

Owned

 

1

 

 

 

Folcroft, PA

 

Building

 

Leased

 

1

 

 

 

Mount Vernon, NY

 

Specialty Contractors

 

Leased

 

1

 

 

 

 

 

 

 

 

 

112

 

 

 

 

27



Table of Contents

 

ITEM 3. LEGAL PROCEEDINGS

 

Legal Proceedings are set forth in our financial statement schedules in Part IV, Item 15 of this Annual Report and are incorporated herein by reference. See Note 9 — Contingencies and Commitments of Notes to Consolidated Financial Statements of Part IV, Item 15. Exhibits and Financial Statement Schedules.

 

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. However, we may be treated as acting as a mining operator as defined under the Mine Act because we are 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 Regulation S-K is included in Exhibit 95. For 2013, revenues from mine construction services were less than $100 million.

 

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Table of Contents

 

PART II.

 

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock is traded on the New York Stock Exchange under the symbol “TPC”. In 2009, we changed our name to Tutor Perini Corporation from Perini Corporation and accordingly changed our symbol from “PCR” to “TPC”. The quarterly market high and low sales prices for our common stock in 2013 and 2012 are summarized below:

 

 

 

2013

 

2012

 

 

 

High

 

Low

 

High

 

Low

 

Market Price Range per Common Share:

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

 

 

 

 

 

 

 

March 31

 

$

19.38

 

$

13.70

 

$

17.49

 

$

12.50

 

June 30

 

$

19.28

 

$

15.47

 

$

16.04

 

$

10.64

 

September 30

 

$

21.53

 

$

18.02

 

$

13.34

 

$

9.21

 

December 31

 

$

26.44

 

$

20.08

 

$

14.81

 

$

9.88

 

 

Holders

 

At February 19, 2014, there were 601 holders of record of our common stock, including holders of record on behalf of an indeterminate number of beneficial owners, based on the stockholders list maintained by our transfer agent.

 

Dividends

 

On October 25, 2010 our Board of Directors declared a special cash dividend of $1.00 per share of common stock. The dividend was paid on November 12, 2010 to stockholders of record on November 4, 2010. Prior to the special cash dividend paid in 2010, we had not paid any cash dividends on our common stock since 1990, and we currently have no future plans to pay cash dividends. Our revolving facility and senior unsecured notes also restrict us from making dividend payments. See Note 5 — Financial Commitments of Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statements Schedules.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

For a description of our equity compensation plan, see Note 11 — Stock-Based Compensation of Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules.

 

Issuer Purchases of Equity Securities

 

There were no repurchases by the Company of its equity securities during the three months ended December 31, 2013.

 

Issuance of Unregistered Securities

 

None.

 

Performance Graph

 

The performance graph required by this Item 5 is hereby incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of the fiscal year 2013.

 

29



Table of Contents

 

ITEM 6. SELECTED FINANCIAL DATA

 

Selected Consolidated Financial Information

 

The following selected financial data has been derived from our audited consolidated financial statements and should be read in conjunction with the consolidated financial statements, the related notes thereto and the independent auditors’ report thereon, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this Form 10-K and in previously filed annual reports on Form 10-K of Tutor Perini Corporation. Backlog and new business awarded are not measures defined in accounting principles generally accepted in the United States (“U.S. GAAP”) and have not been derived from audited consolidated financial statements. In conjunction with our 2011 reorganization, we have restated comparative prior period information for the reorganized reportable segments in each of the revenue and backlog tabular disclosures below. We have also restated comparative prior period results to allocate intersegment eliminations of revenues into the applicable Civil, Building or Management Services segments to which the Specialty Contractors segment has provided services.

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2011 (1)

 

2010 (2)

 

2009 (3)

 

 

 

(In thousands, except per share data)

 

OPERATING SUMMARY

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Civil

 

$

1,345,818

 

$

1,248,281

 

$

885,245

 

$

667,129

 

$

361,507

 

Building

 

1,470,219

 

1,467,910

 

1,825,468

 

2,223,515

 

4,284,020

 

Specialty Contractors

 

1,182,277

 

1,183,037

 

802,460

 

112,860

 

201,087

 

Management Services

 

177,358

 

212,243

 

203,144

 

195,706

 

305,352

 

Total

 

4,175,672

 

4,111,471

 

3,716,317

 

3,199,210

 

5,151,966

 

Cost of Operations

 

3,708,768

 

3,696,339

 

3,320,976

 

2,861,362

 

4,763,919

 

Gross Profit

 

466,904

 

415,132

 

395,341

 

337,848

 

388,047

 

General and Administrative Expenses

 

263,082

 

260,369

 

226,965

 

165,536

 

176,504

 

Goodwill and Intangible Asset Impairment (4)

 

 

376,574

 

 

 

 

Income (Loss) From Construction Operations

 

203,822

 

(221,811

)

168,376

 

172,312

 

211,543

 

Other (Expense) Income, Net

 

(18,575

)

(1,857

)

4,421

 

(2,280

)

1,098

 

Interest Expense

 

(45,632

)

(44,174

)

(35,750

)

(10,564

)

(7,501

)

Income (Loss) Before Income Taxes

 

139,615

 

(267,842

)

137,047

 

159,468

 

205,140

 

(Provision) Benefit for Income Taxes

 

(52,319

)

2,442

 

(50,899

)

(55,968

)

(68,079

)

Net Income (Loss)

 

$

87,296

 

$

(265,400

)

$

86,148

 

$

103,500

 

$

137,061

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) Available to Common Stockholders

 

$

87,296

 

$

(265,400

)

$

86,148

 

$

103,500

 

$

137,061

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (Loss) Per Share of Common Stock:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.82

 

$

(5.59

)

$

1.82

 

$

2.15

 

$

2.82

 

Diluted

 

$

1.80

 

$

(5.59

)

$

1.80

 

$

2.13

 

$

2.79

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Dividend Paid Per Common Share

 

$

 

$

 

$

 

$

1.00

 

$

 

Book Value Per Common Share

 

$

25.76

 

$

24.05

 

$

29.58

 

$

27.88

 

$

26.54

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

47,851

 

47,470

 

47,226

 

48,111

 

48,525

 

Diluted

 

48,589

 

47,470

 

47,890

 

48,649

 

49,084

 

 

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Table of Contents

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2011 (1)

 

2010 (2)

 

2009 (3)

 

 

 

(In thousands, except ratios)

 

FINANCIAL POSITION SUMMARY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working Capital

 

$

787,434

 

$

747,577

 

$

556,800

 

$

592,928

 

$

303,118

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Ratio

 

1.61x

 

1.61x

 

1.40x

 

1.61x

 

1.23x

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt

 

733,884

 

737,090

 

672,507

 

395,684

 

116,105

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

1,247,535

 

1,143,864

 

1,399,827

 

1,312,994

 

1,288,426

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Debt to Equity

 

.59x

 

.64x

 

.48x

 

.30x

 

.09x

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

3,397,438

 

$

3,296,410

 

$

3,613,127

 

$

2,779,220

 

$

2,820,654

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Backlog at Year End (5)

 

$

6,954,287

 

$

5,603,624

 

$

6,108,277

 

$

4,284,290

 

$

4,310,191

 

 

 

 

 

 

 

 

 

 

 

 

 

New Business Awarded (6)

 

$

5,526,335

 

$

3,606,818

 

$

5,540,304

 

$

3,173,309

 

$

2,786,256

 

 


(1)                     Includes the results of Fisk, Anderson, Frontier-Kemper, Lunda, WDF, FSE, Nagelbush and Becho as each was acquired during 2011. See Note 2 — Mergers and Acquisitions of Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules.

 

(2)                      Includes the results of Superior Gunite, acquired November 1, 2010.

 

(3)                      Includes the results of Keating, acquired January 15, 2009.

 

(4)                     Represents goodwill and intangible assets impairment charge of $376.6 million in 2012. See Note 4  Goodwill and other Intangible Assets of Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules.

 

(5)                     A construction project is included in our backlog at such time as a contract is awarded, or a letter of commitment is obtained and adequate construction funding is in place. Backlog is not a measure defined in U.S. GAAP, and our backlog may not be comparable to the backlog of other companies. Management uses backlog to assist in forecasting future results.

 

(6)                     New business awarded consists of the original contract price of projects added to our backlog in accordance with Note (5) above plus or minus subsequent changes to the estimated total contract price of existing contracts. For 2011 and 2010, this category also includes approximately $2.6 billion of backlog obtained through acquisitions. Management uses new business awarded to assist in forecasting future results.

 

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Table of Contents

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

We were incorporated in 1918 as a successor to businesses that had been engaged in providing construction services since 1894. We provide diversified general contracting, construction management and design-build services to private customers and public agencies throughout the world. Our construction business is conducted through four basic segments or operations: Civil, Building, Specialty Contractors and Management Services. Our Civil segment specializes in public works construction and the repair, replacement and reconstruction of infrastructure, including highways, bridges, mass transit systems and water and wastewater treatment facilities, primarily in the western, midwestern, northeastern and mid-Atlantic United States. Our Building segment has significant experience providing services to a number of specialized building markets, including the hospitality and gaming, transportation, healthcare, municipal offices, sports and entertainment, educational, correctional facilities, biotech, pharmaceutical and high-tech markets. Our Specialty Contractors segment specializes in plumbing, HVAC, electrical, mechanical, and fire protection systems and pneumatically placed concrete for a full range of civil, building and management services construction projects in the industrial, commercial, hospitality and gaming, and transportation end markets, among others. Our Management Services segment provides diversified construction and design-build services to the U.S. military and federal government agencies, as well as to surety companies and multi-national corporations in the United States and overseas.

 

The contracting and management services that we provide consist of general contracting, pre-construction planning and comprehensive management services, including planning and scheduling the 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. We also offer self-performed construction services including site work, concrete forming and placement, steel erection, electrical and mechanical, plumbing and HVAC. We provide these services by using traditional general contracting arrangements, such as fixed price, guaranteed maximum price and cost plus fee contracts. In our ordinary course of business, we enter into arrangements with other contractors, referred to as “joint ventures,” for certain construction projects. Each of the joint venture participants is usually committed to supply a predetermined percentage of capital, as required, and to share in a predetermined percentage of the income or loss of the project. Generally, each joint venture participant is fully liable for the obligations of the joint venture.

 

We believe our leadership position as the contractor of choice for large, complex civil and building projects will support our long-term backlog growth. We have continued to experience increased contributions from our Civil segment consistent with our focus on obtaining higher-margin public works projects. We expect to continue to leverage our increased self-performance and schedule control capabilities to obtain additional large-scale Civil and Building awards. Our strong self-performance capabilities represent a unique competitive advantage. By self-performing certain specialized components of our projects when possible, we are able to capture profits that would otherwise be recognized by other contractors. We continue to capitalize on our leadership position as evidenced by our December 31, 2013 contract backlog of $7.0 billion, an increase of $1.4 billion from $5.6 billion as of December 31, 2012. In 2013, we received several significant new awards (discussed below, under Backlog Analysis for 2013) and we continue to have a large volume of pending awards, including (i) several additional phases of the Hudson Yards development project in New York; (ii) several mass transit and transportation projects in New York and on the east coast; and (iii) several condominium, mixed-use, hospitality and gaming, and retail building development projects primarily on the east coast.

 

As we entered into 2013, we experienced a high level of bidding activity, which subsequently translated into several large Civil contracts, including two major rail projects in California awarded around the middle of 2013. In addition, our work on the Hudson Yards project ramped up notably in 2013, including increased activity on construction of the South Tower (Tower C), as well as the award and start-up of two large Civil projects at the site. Future phases of the Hudson Yards project are expected to be awarded over the next one to three years. Our recently awarded large Civil projects have contract durations of approximately four to five years. Accordingly, we expect to realize the benefits of these projects over the next several years. Typically, in later stages of our projects, productivity increases are realized and claims and unapproved change orders, if any, are resolved. When projects are in later stages of completion, these changes may result in more significant impacts to profitability.

 

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Table of Contents

 

The following table sets forth our consolidated results of operations:

 

 

 

Consolidated Results of Operations

 

% Change

 

 

 

Year ended December 31,

 

Favorable
(Unfavorable)

 

 

 

2013

 

2012

 

2011

 

2013 vs.
2012

 

2012 vs.
2011

 

 

 

(In thousands)

 

 

 

 

 

Revenues

 

$

4,175,672

 

$

4,111,471

 

$

3,716,317

 

1.6

%

10.6

%

Cost of operations

 

3,708,768

 

3,696,339

 

3,320,976

 

(0.3

)%

(11.3

)%

Gross profit

 

466,904

 

415,132

 

395,341

 

12.5

%

5.0

%

General and administrative expenses

 

263,082

 

260,369

 

226,965

 

(1.0

)%

(14.7

)%

Goodwill and intangible asset impairment

 

 

376,574

 

 

 

 

 

 

Income (loss) from construction operations

 

203,822

 

(221,811

)

168,376

 

191.9

%

(231.7

)%

Other (expense) income, net

 

(18,575

)

(1,857

)

4,421

 

(900.3

)%

(142.0

)%

Interest expense

 

(45,632

)

(44,174

)

(35,750

)

(3.3

)%

(23.6

)%

Income (loss) before income taxes

 

139,615

 

(267,842

)

137,047

 

152.1

%

(295.4

)%

(Provision) benefit for income taxes

 

(52,319

)

2,442

 

(50,899

)

(2,242.5

)%

104.8

%

Net income (loss)

 

$

87,296

 

$

(265,400

)

$

86,148

 

132.9

%

(408.1

)%

 

 

 

Consolidated Results of Operations

 

 

 

Year ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

(As a percentage of Revenues)

 

Revenues

 

100.0

%

100.0

%

100.0

%

Cost of operations

 

88.8

%

89.9

%

89.4

%

Gross profit

 

11.2

%

10.1

%

10.6

%

General and administrative expenses

 

6.3

%

6.3

%

6.1

%

Goodwill and intangible asset impairment

 

0.0

%

9.2

%

0.0

%

Income (loss) from construction operations

 

4.9

%

(5.4

)%

4.5

%

Other (expense) income, net

 

(0.4

)%

0.0

%

0.1

%

Interest expense

 

(1.1

)%

(1.1

)%

(0.9

)%

Income (loss) before income taxes

 

3.4

%

(6.5

)%

3.7

%

(Provision) benefit for income taxes

 

(1.3

)%

0.0

%

(1.4

)%

Net income (loss)

 

2.1

%

(6.5

)%

2.3

%

 

Revenues were $4,175.7 million in 2013, as compared to $4,111.5 million in 2012 and $3,716.3 million in 2011. Income from construction operations was $203.8 million in 2013, as compared to loss from construction operations of $221.8 million in 2012 and income from construction operations of $168.4 million in 2011. In 2012, our loss from construction operations of $221.8 million was materially impacted by a $376.6 million goodwill and intangible asset impairment charge ($326.4 million after-tax), due primarily to a deterioration in broader market conditions, degradation in the timing of projected cash flows used to derive the fair value, and a sustained decrease in the Company’s stock price, causing its market capitalization to be substantially less than its carrying value. See additional discussion under Critical Accounting Policies below. Net income was $87.3 million in 2013, as compared to a net loss of $265.4 million in 2012 and net income of $86.1 million in 2011. Basic and diluted earnings per share were $1.82 and $1.80, respectively, in 2013, as compared to basic and diluted loss per share of $5.59 and $5.59, respectively, in 2012, and basic and diluted earnings per share of $1.82 and $1.80, respectively, in 2011. Excluding the $326.4 million after-tax goodwill and intangible asset impairment charge, the $3.0 million after-tax litigation provision relating to an adverse court decision, $3.6 million in discrete tax expense adjustments and a $2.7 million pre-tax loss on the sale of certain auction rate securities, net income and diluted earnings per share for 2012 were $70.3 million, and $1.46, respectively. Net income and diluted earnings per share excluding these adjustments are non-U.S. GAAP financial measures, which are discussed below and are reconciled to the most directly comparable U.S. GAAP measures.

 

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Table of Contents

 

Revenues increased by $64.2 million, or 1.6% during 2013. This increase was primarily driven by increased activity in certain hospitality and gaming projects in California, Arizona and Nevada as well as increased activity and the start-up of projects at Hudson Yards in New York. These increases were offset by reduced activity on large healthcare facility projects in northern California.

 

Income from construction operations increased by $425.6 million during 2013. This increase was primarily driven by the $376.6 million goodwill and intangible asset impairment charge discussed above. Excluding the impairment charge, income from construction operations increased by $49.1 million, or 31.7% during 2013. This increase was primarily driven by strong operating performance in our Civil group.

 

Other expense (income), net, was an expense of $18.6 million in 2013, an increase of $16.7 million compared to an expense of $1.9 million in 2012. This increase was primarily driven by increases to certain business acquisition related liabilities.

 

Interest expense increased by $1.5 million during 2013. This increase was primarily driven by increased draws on our revolving facilities.

 

The provision for income taxes increased by $54.8 million during 2013. The income tax benefit in 2012 includes the impact of a $50.2 million reduction in our provision for income taxes recorded due to the impairment charge discussed above.

 

At December 31, 2013, we had working capital of $787.4 million, a ratio of current assets to current liabilities of 1.61 to 1.00, and a ratio of debt to equity of 0.59 to 1.00 compared to working capital of $747.6 million, a ratio of current assets to current liabilities of 1.61 to 1.00, and a ratio of debt to equity of 0.64 to 1.00 at December 31, 2012. Our stockholders’ equity increased to $1.2 billion as of December 31, 2013 from $1.1 billion as of December 31, 2012.

 

Non-U.S. GAAP Measures

 

Our consolidated financial statements are presented based on U.S. GAAP. We sometimes use non-U.S. GAAP measures of income from operations, net income, earnings per share and other measures that we believe are appropriate to enhance an overall understanding of our historical financial performance and future prospects. We are providing these non-U.S. GAAP measures to disclose additional information to facilitate the comparison of past and present operations, and they are among the indicators management uses as a basis for evaluating the Company’s financial performance as well as for forecasting future periods. For these reasons, management believes these non-U.S.GAAP measures can be useful operating performance measures to be considered by investors, prospective investors and others. These non-U.S. GAAP measures are not intended to replace the presentation of our financial results in accordance with U.S. GAAP, and they may not be comparable to other similarly titled measures of other companies.

 

34



Table of Contents

 

The following table is a reconciliation of reported income (loss) from construction operations, net income (loss), and diluted earnings (loss) per share under U.S. GAAP to income from operations, net income and diluted earnings per share for the years ended December 31, 2013 and 2012, excluding discrete items. For the year ended December 31, 2012, included in discrete items is the impact of one-time expenses (benefits): (i) the $326.4 million after-tax impairment charge, (ii) the $3.0 million after-tax litigation provision relating to an adverse court decision, (iii) $3.6 million of discrete tax expense items related to an increase in unrecognized tax benefits and an adjustment, both associated with certain stock-based compensation items identified during the first quarter of 2012, and (iv) the $2.7 million realized loss on the sale of auction rate securities in the first quarter of 2012.

 

 

 

Year ended Dec 31

 

(in thousands, except per share data)

 

2013

 

2012

 

 

 

 

 

 

 

Reported net income (loss)

 

$

87,296

 

$

(265,400

)

Plus: Impairment charge

 

 

376,574

 

Less: Tax benefit provided on impairment charge

 

 

(50,158

)

Plus: Litigation provision less tax benefit

 

 

2,980

 

Plus: Realized loss on sale of investments

 

 

2,699

 

Plus: Discrete tax adjustments

 

 

3,649

 

Net income, excluding discrete items

 

$

87,296

 

$

70,344

 

 

 

 

 

 

 

Reported diluted income (loss) per common share

 

$

1.80

 

$

(5.59

)

Plus: Impairment charge, net of tax benefit

 

 

6.85

 

Plus: Litigation provision less tax benefit

 

 

0.06

 

Plus: Realized loss on sale of investments

 

 

0.06

 

Plus: Discrete tax adjustments

 

 

0.08

 

Diluted earnings per common share, excluding discrete items

 

$

1.80

 

$

1.46

 

 

Backlog Analysis for 2013

 

Our backlog of uncompleted construction work at December 31, 2013 was approximately $7.0 billion compared to $5.6 billion at December 31, 2012. During 2013, we booked a number of pending awards into backlog across each of our business segments and had significant adjustments to existing contracts. Significant new award bookings during 2013 included the $840 million San Francisco Central Subway project, our $511 million share of the joint venture California High-Speed Rail design-build project, the $510 million Hudson Yards platform project, our approximately $200 million share of a joint venture bridge superstructure project between Minnesota and Wisconsin, two Wisconsin highway construction contracts collectively valued at $191 million, a $143 million concrete package for the South Tower at Hudson Yards, the $133 million Amtrak Tunnel project at Hudson Yards, a $102 million bridge project in New York, and a $100 million bus station redevelopment project in New York. The strong increase in our overall backlog was partially offset by reduced backlog in our Building segment associated primarily with continued activity on existing healthcare, hospitality and gaming, and courthouse projects. We estimate that approximately $3.4 billion, or 49.5% of our backlog at December 31, 2013 will be recognized as revenue in 2014.

 

In addition to our existing backlog, we continue to have a significant volume of pending contract awards, including up to $3.7 billion in various future phases of the Hudson Yards project and various other contracts. We anticipate booking many of our pending awards into backlog over the next several quarters, and future phases of the Hudson Yards project over the next several years, as the contracts for these various projects are executed. We continue tracking several large-scale civil and building prospects for both public and private sector customers as we further leverage our self-performance and schedule control capabilities.

 

The following table provides an analysis of our backlog by business segment for the year ended December 31, 2013.

 

 

 

Backlog at

 

New Business

 

Revenues

 

Backlog at

 

 

 

December 31, 2012

 

Awarded (1)

 

Recognized in 2013

 

December 31, 2013

 

 

 

(in millions)

 

Civil

 

$

1,774.0

 

$

3,009.4

 

$

(1,345.8

)

$

3,437.6

 

Building

 

1,964.9

 

1,159.7

 

(1,470.2

)

1,654.4

 

Specialty Contractors

 

1,507.3

 

1,336.1

 

(1,182.3

)

1,661.1

 

Management Services

 

357.4

 

21.1

 

(177.4

)

201.1

 

Total

 

$

5,603.6

 

$

5,526.3

 

$

(4,175.7

)

$

6,954.2

 

 


(1) New business awarded consists of the original contract price of projects added to our backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.

 

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Critical Accounting Policies

 

Our accounting and financial reporting policies are in conformity with U.S. GAAP. The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. Although our significant accounting policies are described in Note 1 — Description of Business and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules, the following discussion is intended to describe those accounting policies most critical to the preparation of our consolidated financial statements.

 

Use of and Changes in Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our construction business involves making significant estimates and assumptions in the normal course of business relating to our contracts and our joint venture contracts due to, among other things, the one-of-a-kind nature of most of our projects, the long-term duration of our contract cycle and the type of contract utilized. Therefore, management believes that the “Method of Accounting for Contracts” is the most important and critical accounting policy. The most significant estimates with regard to these financial statements relate to the estimating of total forecasted construction contract revenues, costs and profits in accordance with accounting for long-term contracts (see Note 1 — Description of Business and Summary of Significant Accounting Policies, under the section entitled (d) Use of and Changes in Estimates of the Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules) and estimating potential liabilities in conjunction with certain contingencies, including the outcome of pending or future litigation, arbitration or other dispute resolution proceedings relating to contract claims (see Note 9 — Contingencies and Commitments of the Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules). Actual results could differ from these estimates and such differences could be material.

 

Our estimates of contract revenue and cost are highly detailed. We believe that, based on our experience, our current systems of management and accounting controls allow us to produce materially reliable estimates of total contract revenue and cost during any accounting period. However, many factors can and do change during a contract performance period which can result in a change to contract profitability from one financial reporting period to another. Some of the factors that can change the estimate of total contract revenue and cost include differing site conditions (to the extent that contract remedies are unavailable), the availability of skilled contract labor, the performance of major material suppliers to deliver on time, the performance of major subcontractors, unusual weather conditions and the accuracy of the original bid estimate. Because we have many contracts in process at any given time, these changes in estimates can offset each other minimizing the impact on overall profitability. However, large changes in cost estimates on larger, more complex construction projects can have a material impact on our financial statements and are reflected in our results of operations when they become known.

 

Management focuses on evaluating the performance of contracts individually. In the ordinary course of business, and at a minimum on a quarterly basis, we update projected total contract revenue, cost and profit or loss for each of our contracts based on changes in facts, such as an approved scope change, and changes in estimates. Normal, recurring changes in estimates include, but are not limited to: (i) changes in estimated scope as a result of unapproved or unpriced customer change orders; (ii) changes in estimated productivity assumptions based on experience to date; (iii) changes in estimated materials costs based on experience to date; (iv) changes in estimated subcontractor costs based on subcontractor buyout experience; (v) changes in the timing of scheduled work that may impact future costs; (vi) achievement of incentive income; and (vii) changes in estimated recoveries through the settlement of litigation.

 

During the year ended December 31, 2013, our results of operations were impacted by a $13.8 million increase in the estimated recovery projected for a Building segment project due to changes in facts and circumstances that occurred during 2013. This change in estimate resulted in an increase of $13.8 million in income from construction operations, $8.6 million in net income and $0.18 in diluted earnings per common share during 2013.

 

During the year ended December 31, 2012, our results of operations were impacted by a $12.4 million increase in the estimated recovery projected for a large hospitality and gaming project which was primarily driven by changes in cost recovery assumptions. Excluding the discrete items that impacted the Company’s effective tax rate, this change in estimate resulted in a $12.4 million increase in income from construction operations, a $7.5 million increase in net income and a $0.16 increase in diluted earnings per common share during 2012.

 

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Contracts vary in lengths and larger contracts can span over two to six years. At various stages of a contract’s life cycle, different types of changes in estimates are more typical. Generally during the early ramp up stage, cost estimates relating to purchases of materials and subcontractors are frequently subject to revisions. As a contract moves into the most productive phase of execution, change orders, project cost estimate revisions and claims are frequently the sources for changes in estimates. During the contract’s final phase, remaining estimated costs to complete or provisions for claims will be closed out and adjusted based on actual costs incurred. The impact on operating margin in a reporting period and future periods from a change in estimate will depend on the stage of contract completion. Generally, if the contract is at an early stage of completion, the current period impact is smaller than if the same change in estimate is made to the contract at a later stage of completion. Likewise, if the company’s overall project portfolio was to be at a later stage of completion during the reporting period, the overall gross margin could be subject to greater variability from changes in estimates.

 

When recording revenue on contracts relating to unapproved change orders and claims, we include in revenue an amount less than or equal to the amount of costs incurred by us to date for contract price adjustments that we seek to collect from customers for delays, errors in specifications or designs, change orders in dispute or unapproved as to scope or price, or other unanticipated additional costs, in each case when recovery of the costs is considered probable. The amount of unapproved change orders and claim revenues is included in our Consolidated Balance Sheets as part of costs and estimated earnings in excess of billings. When determining the likelihood of eventual recovery, we consider such factors as evaluation of entitlement, settlements reached to date and our experience with the customer. The settlement of these issues may take years depending upon whether the item can be resolved directly with the customer or involves litigation or arbitration. When new facts become known, an adjustment to the estimated recovery is made and reflected in the current period results.

 

Method of Accounting for Contracts — Revenues and profits from our contracts and construction joint venture contracts are recognized by applying percentages of completion for the period to the total estimated revenues for the respective contracts. Percentage of completion is determined by relating the actual cost of the work performed to date to the current estimated total cost of the respective contracts. When the estimate on a contract indicates a loss, the entire loss is recorded during the accounting period in which it is estimated. In the ordinary course of business, at a minimum on a quarterly basis, we prepare updated estimates of the total forecasted revenue, cost and profit or loss for each contract. The cumulative effect of revisions in estimates of the total forecasted revenue and costs, including unapproved change orders and claims, during the course of the work is reflected in the accounting period in which the facts that caused the revision become known. The financial impact of these revisions to any one contract is a function of both the amount of the revision and the percentage of completion of the contract. An amount up to the costs incurred that are attributable to unapproved change orders and claims is included in the total estimated revenue when realization is probable. For a further discussion of unapproved change orders and claims, see Item 1. Business under the section entitled Types of Contracts and The Contract Process and Item 1A. Risk Factors. Profit from unapproved change orders and claims is recorded in the accounting period in which such amounts are resolved.

 

Billings in excess of costs and estimated earnings represents the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date on the percentage of completion accounting method. Costs and estimated earnings in excess of billings represents the excess of contract costs and profits (or contract revenue) recognized to date on the percentage of completion accounting method over contract billings to date. Costs and estimated earnings in excess of billings results when (1) the appropriate contract revenue amount has been recognized in accordance with the percentage of completion accounting method, but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract and/or (2) costs, recorded at estimated realizable value, related to unapproved change orders or claims are incurred. For unapproved change orders or claims that cannot be resolved in accordance with the normal change order process as defined in the contract, we may employ other dispute resolution methods, including mediation, binding and non-binding arbitration, or litigation. See Item 3. Legal Proceedings and Note 9 - Contingencies and Commitments of the Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules. The prerequisite for billing unapproved change orders and claims is the final resolution and agreement between the parties. Costs and estimated earnings in excess of billings related to our contracts and joint venture contracts at December 31, 2013 is discussed above under “Use of and Changes in Estimates” and in Note 1 — Description of Business and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules.

 

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Impairment of Goodwill and Other Intangible Assets - Intangible assets with finite lives are amortized over their useful lives. Construction contract backlog is amortized on a weighted average basis over the corresponding contract period. Customer relationships and certain trade names are amortized on a straight-line basis over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized. We evaluate intangible assets that are not being amortized at the end of each reporting period to determine whether events and circumstances continue to support an indefinite useful life.

 

We test goodwill and intangible assets with indefinite lives for impairment by applying a fair value test in the fourth quarter of each year and between annual tests if events occur or circumstances change which suggest that the goodwill or intangible assets should be evaluated. Intangible assets with finite lives are tested for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. The first step in the two-step process of the impairment analysis is to determine the fair value of the Company and each of its reporting units and compare the fair value of each reporting unit to its carrying value. If the carrying value of the reporting unit exceeds its fair value, a second step must be followed to calculate the goodwill impairment. The second step involves determining the fair value of the individual assets and liabilities of the reporting unit that failed the first step and calculating the implied fair value of goodwill. To determine the fair value of the Company and each of its reporting units, we utilize both an income-based valuation approach as well as a market-based valuation approach. The income-based valuation approach is based on the cash flows that the reporting unit expects to generate in the future and it requires us to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit in a discrete period, as well as determine the weighted-average cost of capital to be used as a discount rate and a terminal value growth rate for the non-discrete period. The market-based valuation approach to estimate the fair value of our reporting units utilizes industry multiples of revenues and operating earnings. We conclude on the fair value of the reporting units by assuming a 67% weighting on the income-based approach and a 33% weighing on the market-based valuation approach.

 

As part of the valuation process, the aggregate fair value of the Company is compared to its market capitalization at the valuation date in order to determine an implied control premium. In evaluating whether our implied control premium is reasonable, we consider a number of factors including the following factors of greatest significance.

 

·                  Market control premium: We compare our implied control premium to the average control premium paid in transactions of companies in the construction industry during the year of evaluation.

 

·                  Sensitivity analysis: We perform a sensitivity analysis to determine the minimum control premium required to recover the book value of the Company at the testing date. The minimum control premium required is then compared to the average control premium paid in transactions of companies in the construction industry during the year of evaluation.

 

·                  Impact of low public float and limited trading activity:  A significant portion of our common stock is owned by our Chairman and CEO. As a result, the public float of our common stock, calculated as the percentage of shares of common stock freely traded by public investors divided by our total shares outstanding, is significantly lower than that of its publicly traded peers. This circumstance does not impact the fair value of the Company, however based on its evaluation of third party market data, we believe it does lead to an inherent marketability discount impacting its stock price.

 

Impairment assessment inherently involves management judgments as to the assumptions used for projections and to evaluate the impact of market conditions on those assumptions. The key assumptions that we use to estimate the fair value of our reporting units under the income-based approach are as follows:

 

·                  Weighted average cost of capital used to discount the projected cash flows;

 

·                  Cash flows generated from existing and new work awards; and

 

·                  Projected operating margins.

 

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Weighted average cost of capital rates used to discount the projected cash flows are developed via the capital asset pricing model which is primarily based upon market inputs. We use discount rates that management feels are an accurate reflection of the risks associated with the forecasted cash flows of our respective reporting units.

 

To develop the cash flows generated from new work awards and future operating margins, we primarily track prospective work for each of our reporting units on a project-by-project basis as well as the estimated timing of when the work would be bid or prequalified, started and completed. We also give consideration to our relationships with the prospective owners, the pool of competitors that are capable of performing large, complex work, changes in business strategy and the Company’s history of success in winning new work in each reporting unit. With regard to operating margins, we give consideration to our historical reporting unit operating margins in the end markets that the prospective work opportunities are most significant, current market trends in recent new work procurement, and changes in business strategy.

 

We also estimate the fair value of our reporting units under a market-based approach by applying industry-comparable multiples of revenues and operating earnings to our reporting units’ projected performance. The conditions and prospects of companies in the construction industry depend on common factors such as overall demand for services.

 

Changes in our assumptions or estimates could materially affect the determination of the fair value of a reporting unit. Such changes in assumptions could be caused by:

 

·                  Terminations, suspensions, reductions in scope or delays in the start-up of the revenues and cash flows from backlog as well as the prospective work we track;

 

·                  Reductions in available government, state and local agencies and non-residential private industry funding and spending;

 

·                  Our ability to effectively compete for new work and maintain and grow market penetration in the regions that the Company operates in;

 

·                  Our ability to successfully control costs, work schedule, and project delivery; or

 

·                  Broader market conditions, including stock market volatility in the construction industry and its impact on the weighted average cost of capital assumption.

 

On a quarterly basis we consider whether events or changes in circumstances indicate that assets, including goodwill and intangible assets not subject to amortization might be impaired. In conjunction with this analysis, we evaluate whether our current market capitalization is less than our stockholders’ equity and specifically consider (1) changes in macroeconomic conditions, (2) changes in general economic conditions in the construction industry including any declines in market-dependent multiples, (3) cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows analyses, (4) a reconciliation of the implied control premium to a current market control premium, (5) target price assessments by third party analysts and (6) the impact of current market conditions on its forecast of future cash flows including consideration of specific projects in backlog, pending awards, or large prospect opportunities. We also evaluate our most recent assessment of the fair value for each of our reporting units, considering whether our current forecast of future cash flows is in line with those used in our annual impairment assessment and whether there are any significant changes in trends or any other material assumptions used.

 

As of December 31, 2013, we have concluded that we do not have an impairment of our goodwill or our indefinite-lived intangible assets and that the estimated fair value of each reporting unit exceeds its carrying value. See Note 4 — Goodwill and Other Intangible Assets of the Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedule for additional goodwill disclosure.

 

Fair Value Measurements — Our investment in auction rate securities (“ARS”) is measured at fair value utilizing unobservable (Level 3) inputs. We have determined the estimated fair values of these securities utilizing an income approach valuation model, with consideration given to market-based valuation inputs such as current market conditions, including repayment status of student loans, credit market risk, market liquidity and macro-economic influences. In addition, we obtained an independent valuation of some of our auction rate security instruments and

 

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Table of Contents

 

considered these valuations in determining the estimated fair values of the auction rate securities in our portfolio. Our analyses considered, among other items, the collateralization underlying the security investments, the expected future cash flows, including the final maturity, associated with the securities, and estimates of the next time the security is expected to have a successful auction or return to full par value. See Note 1 — Description of Business and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules for a detailed discussion of the fair market value assessment of our investment in ARS.

 

At December 31, 2013 and 2012, the carrying value of our investment in auction rate securities approximated fair value.

 

The contingent consideration involved in the purchases of several of our recently acquired entities is also measured at fair value utilizing unobservable (Level 3) inputs. We estimate these fair values utilizing an income approach which is based on the cash flows that the acquired entity is expected to generate in the future. This approach requires management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit over a multi-year period, as well as determine the weighted-average cost of capital to be used as a discount rate. See Note 3 — Fair Value Measurements of Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules for more information on our investment in ARS and contingent consideration.

 

Share-based Compensation - We have granted restricted stock units and stock options to certain employees and non- employee directors. We recognize share-based compensation expense net of an estimated forfeiture rate and only recognize compensation expense for those shares expected to vest on a straight-line basis over the requisite service period of the award (which corresponds to the vesting period). Determining the appropriate fair value model and calculating the fair value of stock option awards requires the input of highly subjective assumptions, including the expected life of the stock option awards and the expected volatility of our stock price over the life of the awards. We used the Black-Scholes-Merton option pricing model to value our stock option awards, and utilized the historical volatility of our common stock as a reasonable estimate of the future volatility of our common stock over the expected life of the awards. The assumptions used in calculating the fair value of share-based payment awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change which require the use of different assumptions, share-based compensation expense could be materially different in the future. In addition, if the actual forfeiture rate is materially different from our estimate, share-based compensation expense could be significantly different from what has been recorded through December 31, 2013.

 

Insurance Liabilities — We assume the risk for the amount of the deductible portion of the losses and liabilities primarily associated with workers’ compensation, general liability and automobile liability coverage. Losses are accrued based upon our estimates of the aggregate liability for claims incurred using historical experience and certain actuarial assumptions followed in the insurance industry. The estimate of our insurance liability within our deductible limits includes an estimate of incurred but not reported claims based on data compiled from historical experience. Actual experience could differ significantly from these estimates and could materially impact our consolidated financial position and results of operations. We purchase varying levels of insurance from third parties, including excess liability insurance, to cover losses in excess of our deductible limits. Currently, our deductible limit for workers’ compensation, general liability and automobile coverage is generally $1.0 million per occurrence, subject to a policy aggregate loss limitation based upon policy exposures. In addition, on certain projects, we assume the risk for the amount of the deductible portion of losses and a co-payment amount that arise from any subcontractor defaults. Our deductible limit for subcontractor default on projects covered under our program ranges from $0.5 million to $2.0 million per occurrence, with a co- payment of 20% of the next $5.0 million, subject to an annual aggregate ranging from $3.5 million to $4.0 million.

 

Accounting for Income Taxes — Information relating to our provision for income taxes and the status of our deferred tax assets and liabilities is presented in Note 6 - Income Taxes of the Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules. A key assumption in the determination of our book tax provision is the amount of the valuation allowance, if any, required to reduce the related deferred tax assets. The net deferred tax assets reflect management’s estimate of the amount which will, more likely than not, reduce future taxable income.

 

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Table of Contents

 

Our accounting policy requires us to identify and review potential tax uncertainties for tax positions taken or expected to be taken in a tax return and determine whether the exposure to those uncertainties have a material impact on our results of operations or financial condition as of December 31, 2013.

 

Defined Benefit Retirement Plan — The status of our defined benefit pension plan obligations, related plan assets and cost is presented in Note 8 - Employee Benefit Plans of the Notes to Consolidated Financial Statements in Part IV, Item 15. Exhibits and Financial Statement Schedules. Plan obligations and annual pension expense are determined by actuaries using a number of key assumptions which include, among other things, the discount rate and the estimated future return on plan assets. The discount rate of 3.58% used for purposes of computing the 2013 annual pension expense was determined at the beginning of the calendar year based upon an analysis performed by our actuaries which matches the cash flows of our plan’s projected liabilities to bond investments of similar amounts and durations. We plan to change the discount rate used for computing the 2014 annual pension expense to 4.47% based upon a similar analysis by our actuaries.

 

The estimated return on plan assets is primarily based on historical long-term returns of equity and fixed income markets according to our targeted allocation of plan assets 90% equity, 5% fixed income and 5% cash. We plan to use a return on asset rate of 6.75% in 2014 based on projected equity performance compared to long-term historical averages.

 

The plans’ benefit obligations exceeded the fair value of plan assets on December 31, 2013 and 2012 by $22.6 million and $39.2 million, respectively. Accordingly, we recorded adjustments to our pension liability with an offset to accumulated other comprehensive income (loss), a component of stockholders’ equity.

 

Effective June 1, 2004, all benefit accruals under our pension plan were frozen; however, the vested benefit was preserved. We anticipate that pension expense will decrease from $5.5 million in 2013 to $3.7 million in 2014. Cash contributions to our defined benefit pension plan are anticipated to be approximately $2.8 million in 2014. Cash contributions may vary significantly in the future depending upon asset performance and the interest rate environment.

 

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Table of Contents

 

Results of Operations -

2013 Compared to 2012

 

Revenues

 

The following table summarizes our revenues by business segment.

 

 

 

Revenues for the

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

(dollars in millions)

 

2013

 

2012

 

$ Change

 

%

 

Civil

 

$

1,345.8

 

$

1,248.3

 

$

97.5

 

7.8

%

Building

 

1,470.2

 

1,467.9

 

2.3

 

0.2

%

Specialty Contractors

 

1,182.3

 

1,183.0

 

(0.7

)

(0.1

)%

Management Services

 

177.4

 

212.3

 

(34.9

)

(16.4

)%

Total Revenues

 

$

4,175.7

 

$

4,111.5

 

$

64.2

 

1.6

%

 

Civil Segment

 

Civil segment revenues were $1,345.8 million in 2013, an increase of $97.5 million, or 7.8%, compared to $1,248.3 million in 2012. The increase in revenues was primarily driven by the start-up of civil projects at Hudson Yards in New York and certain rail transportation projects in California, as well as increased activity on pipeline projects in the midwest, a large tunnel project in Washington, and an airport runway expansion project in Florida. These increases were partially offset by the substantial completion of a bridge rehabilitation project in New York and reduced activity on a large tunnel project in California and several smaller civil and mining projects in the midwest and on the east coast.

 

Building Segment

 

Building segment revenues were $1,470.2 million in 2013, consistent with $1,467.9 million in 2012. The Building segment experienced increased activity on hospitality and gaming projects in California, Arizona and Nevada, courthouse projects in California and Florida, and increased activity on the Hudson Yards project in New York. These increases were offset by reduced activity on several building projects in the southern U.S. in 2013 and reduced activity on several large healthcare facility projects in California.

 

Specialty Contractors Segment

 

Specialty Contractors segment revenues were $1,182.3 million in 2013, consistent with $1,183.0 million in 2012. The Specialty Contractors segment experienced increased activity on various electrical projects on the west coast and in the southern U.S., and on work performed in New York in connection with damage caused by Hurricane Sandy. These increases were offset by reduced activity on electrical and mechanical subcontract work on several electrical and mechanical projects in New York and on various smaller concrete placement projects on the east and west coasts.

 

Management Services Segment

 

Management Services segment revenues were $177.4 million in 2013, a decrease of $34.9 million, or 16.4%, as compared to $212.3 million in 2012. The decrease in revenues was primarily driven by reduced activity on a containerized housing project in Iraq, as well as reduced activity on several surety projects. This decrease was partially offset by increased activity on an aircraft parking apron project in Guam.

 

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Income (Loss) from Construction Operations

 

The following table summarizes our income (loss) from construction operations by business segment:

 

 

 

Income (Loss) from Construction Operations

 

 

 

 

 

 

 

 

 

and Operating Margins before

 

 

 

 

 

 

 

 

 

Impairment Charges

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

Change in

 

 

 

2013

 

2012

 

Amount

 

Margin

 

(dollars in millions)

 

Amount

 

Margin

 

Amount

 

Margin

 

$

 

%

 

%

 

Civil

 

$

167.9

 

12.5

%

$

112.6

 

9.0

%

$

55.3

 

49.1

%

3.5

%

Building

 

23.8

 

1.6

%

(4.1

)

(0.3

)%

27.9

 

680.5

%

1.9

%

Specialty Contractors

 

49.0

 

4.1

%

79.1

 

6.7

%

(30.1

)

(38.1

)%

(2.6

)%

Management Services