TUTOR PERINI CORP
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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Notes to Consolidated Financial Statements
- Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying consolidated financial statements have been prepared in compliance with generally accepted accounting principles in the United States (“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). Certain amounts in the consolidated financial statements and notes thereto of prior years have been reclassified to conform to the current year presentation.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of Tutor Perini Corporation and its wholly owned subsidiaries (the “Company”). The Company occasionally forms joint ventures with outside parties for the execution of single contracts or projects. The Company assesses its joint ventures to determine if they meet the qualifications of a variable interest entity (“VIE”) in accordance with ASC 810, Consolidation (“ASC 810”). If a joint venture is a VIE and the Company is the primary beneficiary, the joint venture is fully consolidated (see Note 13). If a joint venture is not a VIE, it may be consolidated under the voting interest method if the Company holds a controlling financial interest in the joint venture. The Company is considered to hold a controlling financial interest when it is able to exercise control over the joint venture’s operating and financial decisions. For construction joint ventures that do not need to be consolidated but qualify for the equity method of accounting, the Company accounts for its interest in the joint ventures using the proportionate consolidation method, whereby the Company’s proportionate share of the joint ventures’ assets, liabilities, revenue and cost of operations are included in the appropriate classifications in the Company’s consolidated financial statements. Intercompany balances and transactions have been eliminated.
(c) Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts. These estimates are based on information available through the date of the issuance of the financial statements; therefore, actual results could differ from those estimates.
(d) Revenues
Revenue Recognition
The Company derives revenue from long-term construction contracts with public and private customers primarily in the United States and its territories and in certain other international locations. The Company’s construction contracts are generally each accounted for as a single unit of account (i.e., as a single performance obligation).
Throughout the execution of construction contracts, the Company and its affiliated entities recognize revenue with the continuous transfer of control to the customer. The customer typically controls the asset under construction by either contractual termination clauses or by the Company’s rights to payment for work already performed on the asset under construction that does not have an alternative use for the Company.
Because control transfers over time, revenue is recognized to the extent of progress towards completion of the performance obligations. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services provided. The Company generally uses the cost-to-cost method for its contracts, which measures progress towards completion for each performance obligation based on the ratio of costs incurred to date to the total estimated costs at completion for the respective performance obligation. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Revenue, including estimated fees or profits, is recorded proportionately as costs are incurred. Cost of operations includes labor, materials, subcontractor costs, and other direct and indirect costs, including depreciation and amortization.
Due to the nature of the work required to be performed on many of the Company’s performance obligations, estimating total revenue and cost at completion is complex, subject to many variables and requires significant judgment. Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration, including the impact of change orders, claims, contract disputes and the achievement of contractual performance criteria, and award or other incentive fees are made during the contract performance period. The Company estimates variable consideration at the most likely amount it expects to receive. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to management. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for variable consideration have been satisfied.
Changes in Estimates on Construction Contracts
The Company’s estimates of contract revenue and cost are highly detailed and many factors change during a contract performance period that result in a change to contract profitability. These factors include, but are not limited to, differing site conditions; availability of skilled contract labor; performance of major material suppliers and subcontractors; on-going subcontractor negotiations and buyout provisions; unusual weather conditions; changes in the timing of scheduled work; change orders; accuracy of the original bid estimate; changes in estimated labor productivity and costs based on experience to date; achievement of incentive-based income targets; and the expected, or actual, resolution terms for claims. The factors that cause changes in estimates vary depending on the maturation of the project within its lifecycle. For example, in the ramp-up phase, these factors typically consist of revisions in anticipated project costs and during the peak and closeout phases, these factors include the impact of change orders and claims, as well as additional revisions in remaining anticipated project costs. 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. Management evaluates changes in estimates on a contract-by-contract basis and discloses significant changes, if material, in the Notes to Consolidated Financial Statements. The cumulative catch-up method is used to account for revisions in estimates.
(e) Retention Receivable and Payable
Retention receivable represents amounts invoiced to customers representing an unconditional right to cash where payments have been partially withheld pending the completion of certain milestones, satisfaction of other contractual conditions or the completion of the project. Retention agreements vary from project to project, and balances could be outstanding for several months or years depending on a number of circumstances, such as contract-specific terms, project performance and other variables that may arise as the Company makes progress toward completion.
Retention payable represents amounts invoiced to the Company by subcontractors where payments have been partially withheld pending the completion of certain milestones, other contractual conditions or upon the completion of the project. Generally, retention payable is not remitted to subcontractors until the associated retention receivable from customers is collected.
(f) Capitalized Contract Costs
Capitalized contract costs are included in other current assets and primarily represent costs to fulfill a contract that (1) directly relate to an existing or anticipated contract, (2) generate or enhance resources that will be used in satisfying performance obligations in the future and (3) are expected to be recovered through the contract. Capitalized contract costs are generally expensed to the associated contract over the period of anticipated use on the project. As of December 31, 2024 and 2023, capitalized contract costs amounted to $100.6 million and $117.9 million, respectively. During the years ended December 31, 2024, 2023 and 2022, $65.1 million, $56.9 million and $57.1 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts.
(g) Depreciation of Property and Equipment and Amortization of Long-Lived Intangible Assets
Property and equipment and long-lived intangible assets are generally depreciated or amortized on a straight-line basis over their estimated useful lives ranging from three toforty years.
(h) Recoverability of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever circumstances indicate that the future cash flows generated by the assets might be less than the assets’ net carrying value. In such circumstances, an impairment loss will be recognized by the amount the assets’ net carrying value exceeds their fair value.
(i) Recoverability of Goodwill
The Company tests goodwill for impairment annually as of October 1 for each reporting unit and between annual tests if events occur or circumstances change which suggest that goodwill should be reevaluated. Such events or circumstances include significant changes in legal factors and business climate, recent losses at a reporting unit, and industry trends, among other factors. The Civil, Building and Specialty Contractors segments each represent a reporting unit, and the Civil reporting unit carried the remaining goodwill balance at December 31, 2024. The Company performs its annual quantitative impairment assessment during the fourth quarter of each year using a weighted average of an income and a market approach. These approaches utilize various valuation assumptions, and small changes to the assumptions could have a significant impact on the concluded fair value. The income approach is based on the estimated present value of future cash flows for each reporting unit carrying a goodwill balance. The market approach is based on assumptions about how market data relates to each reporting unit carrying a goodwill balance. The weighting of these two approaches is based on their individual correlation to the economics of each reporting unit carrying a goodwill balance. The annual quantitative assessment performed in the fourth quarter of 2024 resulted in an estimated fair value that exceeded the net book value of the Civil reporting unit; therefore, no impairment charge was necessary.
(j) Recoverability of Non-Amortizable Trade Names
Certain trade names have an estimated indefinite life and are not amortized to earnings, but instead are reviewed for impairment annually, or more often if events occur or circumstances change which suggest that the non-amortizable trade names should be reevaluated. The Company performs its annual quantitative impairment assessment during the fourth quarter of each year using an income approach (relief from royalty method). The assessment performed in the fourth quarter of 2024 resulted in an estimated fair value for the non-amortizable trade names that exceeded their respective net book values; therefore, no impairment charge was necessary.
(k) Income Taxes
Deferred income tax assets and liabilities are recognized for the effects of temporary differences between the financial statement carrying amounts and the income tax basis of assets and liabilities using tax rates expected to be in effect when such differences reverse. Income tax positions must meet a more-likely-than-not threshold to be recognized. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision.
(l) Earnings Per Common Share
Basic earnings per common share (“EPS”) and diluted EPS are calculated by dividing net income (loss) attributable to Tutor Perini Corporation by the following: for basic EPS, the weighted-average number of common shares outstanding during the period; and for diluted EPS, the sum of the weighted-average number of both outstanding common shares and potentially dilutive securities, which for the Company can include restricted stock units (“RSUs”) and unexercised stock options. The Company calculates the effect of the potentially dilutive RSUs and stock options using the treasury stock method.
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands, except per common share data) | 2024 | 2023 | 2022 |
| Net loss attributable to Tutor Perini Corporation | $(163,721) | $(171,155) | $(210,009) |
| Weighted-average common shares outstanding, basic | 52,322 | 51,845 | 51,324 |
| Effect of dilutive RSUs and stock options | — | — | — |
| Weighted-average common shares outstanding, diluted | 52,322 | 51,845 | 51,324 |
| Net loss attributable to Tutor Perini Corporation per common share: | |||
| Basic | $(3.13) | $(3.30) | $(4.09) |
| Diluted | $(3.13) | $(3.30) | $(4.09) |
| Anti-dilutive securities not included above | 1,443 | 2,982 | 3,163 |
For the years ended December 31, 2024, 2023 and 2022, all outstanding RSUs and stock options were excluded from the calculation of weighted-average diluted shares outstanding, as the shares have an anti-dilutive effect due to the net loss for the periods.
(m) Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the amounts shown in the Consolidated Statements of Cash Flows:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Cash and cash equivalents available for general corporate purposes | $265,647 | $145,055 |
| Joint venture cash and cash equivalents | 189,437 | 235,509 |
| Cash and cash equivalents | 455,084 | 380,564 |
| Restricted cash | 9,104 | 14,116 |
| Total cash, cash equivalents and restricted cash | $464,188 | $394,680 |
Cash equivalents include short-term, highly liquid investments with maturities of three months or less when acquired. Cash and cash equivalents consist of amounts available for the Company’s general purposes, the Company’s proportionate share of cash held by the Company’s unconsolidated joint ventures and 100% of amounts held by the Company’s consolidated joint ventures. In both cases, cash held by joint ventures is available only for joint venture-related uses, including future distributions to joint venture partners.
Restricted cash includes amounts primarily held as collateral to secure insurance-related contingent obligations, such as insurance claim deductibles, in lieu of letters of credit.
(n) Investments
The Company has investments consisting of 1) restricted investments primarily held as collateral to secure insurance-related contingent obligations, such as insurance claim deductibles, in lieu of letters of credit and insurance-related deposits; and 2) investments in lieu of retention. Investments in lieu of retention are recorded as a component of retention receivable on the accompanying Consolidated Balance Sheets.
The Company’s investments consist primarily of debt securities classified as available-for-sale (“AFS”), consisting of U.S. government agency securities, municipal bonds and corporate debt securities that are rated A3 or better (see Note 12). The Company’s AFS debt securities are recorded at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss) (“AOCI”), net of applicable taxes. Realized gains and losses from sales of AFS debt securities are included in other income (expense) in our Consolidated Statements of Operations.
Management evaluated the unrealized losses in AFS debt securities as of December 31, 2024 and 2023 to determine the existence of credit losses considering factors including credit ratings and other relevant information, which may indicate that contractual cash flows are not expected to occur. The results of this evaluation indicated that the unrealized losses on AFS debt securities are primarily attributable to market interest rate increases and not a deterioration in credit quality ofthe issuers. Based on the analysis, management determined that credit losses did not exist for AFS debt securities in an unrealized loss position as of December 31, 2024 and 2023.
It is not considered likely that the Company will be required to sell the investments before full recovery of the amortized cost basis of the AFS debt securities, which may be at maturity. As a result, the Company has not recognized any impairment losses in earnings for the years ended December 31, 2024 and 2023.
(o) Share-Based Compensation
The Company’s long-term incentive plans allow the Company to grant share-based compensation awards in a variety of forms, including RSUs, stock options, cash-settled performance stock units (“CPSUs”), cash-settled restricted stock awards (“CRSUs”), also known as deferred cash awards (“DCAs”), and unrestricted stock.
RSUs give the holder the right to exchange their stock units for shares of the Company’s common stock on aone-for-one basis. These awards generally vest subject to service, performance or market conditions, with related compensation expense equal to the fair value of the award on the date of grant and recognized on a straight-line basis over the requisite period. The fair value of RSUs with service or performance-vesting conditions is generally based on the closing price of the Company’s common stock on the New York Stock Exchange (“NYSE”).
Stock options give the holder the right to purchase shares of the Company’s common stock subsequent to the vesting date at a defined exercise price. A stock option exercise price must be equal to or greater than the fair value of the Company’s common stock on the date of the award. The term for stock options is limited to 10 years from the award date. Stock options generally vest subject to certain service, performance or market conditions, with related compensation expense equal to the fair value of the award on the date of grant and recognized on a straight-line basis over the requisite period. The fair value of stock options with service or performance-vesting conditions is generally based on the Black-Scholes model.
CPSUs and CRSUs give the holder the right to exchange their stock units for cash based on the value of the Company’s common stock on the vesting date. CPSUs vest upon satisfaction of market or performance conditions and CRSUs vest subject to a service-based condition. CPSUs and CRSUs are classified as liability awards and are remeasured at fair value at the end of each reporting period with the change in fair value recognized in earnings. The fair value of CRSUs and performance-based CPSUs is generally based on the closing price of the Company’s common stock on the NYSE at the measurement date. The fair value of the performance-based CPSUs is also adjusted for expected achievement of performance conditions. Since CPSUs and CRSUs are settled in cash and no shares are issued, these awards do not dilute equity.
Certain RSU, stock option and CPSU awards contain market condition components tied to the Company’s total shareholder return in relation to its peer companies, as calculated over a multi-year performance period (“TSR awards”). CPSU awards may also contain a market condition component tied to the annualized growth in price of the Company’s common stock over a multi-year performance period. The fair value of these market-based awards is estimated using a Monte Carlo simulation model. Significant assumptions used in this simulation model include the Company’s expected volatility, a risk-free rate based on U.S. Treasury yield curve rates with maturities consistent with the performance period, and, specifically pertaining to TSR awards, the volatilities for each of the Company’s peers.
Unrestricted stock awards are fully vested upon issuance with related compensation expense equal to the fair value of the award on the date of grant. The fair value of unrestricted stock is based on the closing price of the Company’s common stock on the NYSE.
For all awards with only a service-based vesting condition, the Company accounts for forfeitures upon occurrence, rather than estimating the probability of forfeiture at the date of grant. Accordingly, the Company recognizes the full grant-date fair value of these awards on a straight-line basis throughout the requisite service period, reversing any expense if, and only if, there is a forfeiture.
For all awards that have a performance-based vesting condition, the Company evaluates the probability of achieving the performance criteria quarterly throughout the performance period and will adjust share-based compensation expense if it estimates that the achievement of the performance criteria is not probable. In addition, liability awards with a performance-based vesting condition are remeasured at fair value at each reporting period and the compensation expense is adjusted accordingly.
For equity awards with a market-based vesting condition, compensation expense is recognized regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Conversely, liability awards with market-based vesting requirements are remeasured at fair value at each reporting period using a Monte Carlo simulation model and the compensation expense is adjusted accordingly.
(p) Insurance Liabilities
The Company typically utilizes third-party insurance coverage subject to varying deductible levels with aggregate caps on losses retained. The Company assumes the risk for the amount of the deductible portion of the losses and liabilities primarily associated with workers’ compensation and general liability coverage. In addition, on certain projects, the Company assumes the risk for the amount of the deductible portion of losses that arise from any subcontractor defaults. Losses are accrued based upon the Company’s estimates of the aggregate liability for claims incurred using historical experience and certain actuarial assumptions followed in the insurance industry. The estimate of insurance liability within the deductible limits includes an estimate of incurred but not reported claims based on data compiled from historical experience.
(q) Other Comprehensive Income (Loss)
ASC 220, Comprehensive Income, establishes standards for reporting comprehensive income and its components in the consolidated financial statements. The Company reports the change in pension benefit plan assets/liabilities, cumulative foreign currency translation, and the unrealized gain (loss) of investments as components of AOCI.
The components of other comprehensive income (loss) and the related tax effects for the years ended December 31, 2024, 2023 and 2022 were as follows:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| (in thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount |
| Other comprehensive income (loss): | |||||||||
| Defined benefit pension plan adjustments | $7,906 | $(2,124) | $5,782 | $4,477 | $(1,194) | $3,283 | $7,230 | $(2,001) | $5,229 |
| Foreign currency translation adjustment | (4,523) | 648 | (3,875) | 961 | (126) | 835 | (3,351) | 556 | (2,795) |
| Unrealized gain (loss) in fair value of investments | 2,690 | (550) | 2,140 | 5,206 | (1,075) | 4,131 | (10,219) | 2,111 | (8,108) |
| Total other comprehensive income (loss) | $6,073 | $(2,026) | $4,047 | $10,644 | $(2,395) | $8,249 | $(6,340) | $666 | $(5,674) |
| Less: Other comprehensive income (loss) attributable to noncontrolling interests | (1,752) | — | (1,752) | 999 | — | 999 | (2,272) | — | (2,272) |
| Total other comprehensive income (loss) attributable to Tutor Perini Corporation | $7,825 | $(2,026) | $5,799 | $9,645 | $(2,395) | $7,250 | $(4,068) | $666 | $(3,402) |
The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation and noncontrolling interests during the years ended December 31, 2024, 2023 and 2022 were as follows:
| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in FairValue of Investments, Net | Accumulated Other ComprehensiveIncome (Loss) |
|---|---|---|---|---|
| Attributable to Tutor Perini Corporation: | ||||
| Balance as of December 31, 2021 | $(37,866) | $(5,787) | $18 | $(43,635) |
| Other comprehensive income (loss) before reclassifications | 3,370 | (1,454) | (7,273) | (5,357) |
| Amounts reclassified from AOCI | 1,859 | — | 96 | 1,955 |
| Balance as of December 31, 2022 | $(32,637) | $(7,241) | $(7,159) | $(47,037) |
| Other comprehensive income before reclassifications | 2,036 | 348 | 3,528 | 5,912 |
| Amounts reclassified from AOCI | 1,247 | — | 91 | 1,338 |
| Balance as of December 31, 2023 | $(29,354) | $(6,893) | $(3,540) | $(39,787) |
| Other comprehensive income (loss) before reclassifications | 4,566 | (1,764) | 1,680 | 4,482 |
| Amounts reclassified from AOCI | 1,216 | — | 101 | 1,317 |
| Balance as of December 31, 2024 | $(23,572) | $(8,657) | $(1,759) | $(33,988) |
| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in FairValue of Investments, Net | Accumulated Other ComprehensiveIncome (Loss) |
|---|---|---|---|---|
| Attributable to Noncontrolling Interests: | ||||
| Balance as of December 31, 2021 | $— | $542 | $— | $542 |
| Other comprehensive loss | — | (1,341) | (931) | (2,272) |
| Balance as of December 31, 2022 | $— | $(799) | $(931) | $(1,730) |
| Other comprehensive income | — | 487 | 512 | 999 |
| Balance as of December 31, 2023 | $— | $(312) | $(419) | $(731) |
| Other comprehensive income (loss) | — | (2,111) | 359 | (1,752) |
| Balance as of December 31, 2024 | $— | $(2,423) | $(60) | $(2,483) |
The significant items reclassified out of AOCI and the corresponding location and impact on the Consolidated Statements of Operations during the years ended December 31, 2024, 2023 and 2022 are as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Component of AOCI: | |||
| Defined benefit pension plan adjustments(a) | $1,664 | $1,700 | $2,570 |
| Income tax benefit(b) | (448) | (453) | (711) |
| Net of tax | $1,216 | $1,247 | $1,859 |
| Unrealized loss in fair value of investment adjustments(a) | $128 | $115 | $121 |
| Income tax benefit(b) | (27) | (24) | (25) |
| Net of tax | $101 | $91 | $96 |
(a)Amount included in other income, net on the Consolidated Statements of Operations.
(b)Amounts included in income tax benefit on the Consolidated Statements of Operations.
(r) Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (“Topic 280”): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires disclosure of incremental segment information on an interim and annual basis. The Company adopted this ASU for the year ended December 31, 2024 and retrospectively applied its requirements to all prior periods presented in the consolidated financial statements. The adoption of ASU 2023-07 resulted in additional segment disclosures, but no impact on the Company’s financial position, results of operations or cash flows. Refer to Note 14, Business Segments, for additional details.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities to disclose specific categories in its annual effective tax rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by nature. ASU 2023-09 also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions. This guidance is effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
- Consolidated Statements of Cash Flows
Below are the changes in other components of working capital as shown in the Consolidated Statements of Cash Flows, as well as the supplemental disclosures of cash paid for interest and income taxes:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| (Increase) Decrease in: | |||
| Accounts receivable | $66,921 | $116,310 | $276,450 |
| Retention receivable | 22,201 | 5,666 | (20,017) |
| Costs and estimated earnings in excess of billings | 201,324 | 233,682 | (20,760) |
| Other current assets | 23,454 | (37,460) | 8,516 |
| (Decrease) Increase in: | |||
| Accounts payable | 164,923 | (28,800) | (15,783) |
| Retention payable | 17,833 | (23,424) | (22,383) |
| Billings in excess of costs and estimated earnings | 113,093 | 127,718 | 214,123 |
| Accrued expenses and other current liabilities | (20,625) | 35,218 | (29,722) |
| Changes in other components of working capital | $589,124 | $428,910 | $390,424 |
| Supplemental disclosures: | |||
| Interest paid | $73,674 | $80,286 | $64,764 |
| Income taxes paid, net | $18,069 | $828 | $9,952 |
- Revenue
Disaggregation of Revenue
The following tables disaggregate revenue by end market, customer type and contract type, which the Company believes best depict how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors for the years ended December 31, 2024, 2023 and 2022.
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Civil segment revenue by end market: | |||
| Mass transit (includes certain transportation and tunneling projects) | $1,126,830 | $1,079,629 | $1,026,589 |
| Military facilities | 436,511 | 348,133 | 258,028 |
| Bridges(a) | 170,069 | 204,029 | 265,130 |
| Commercial and industrial sites | 133,797 | 118,880 | 70,708 |
| Power and energy | 129,848 | 70,658 | 46,770 |
| Other | 121,898 | 62,536 | 67,657 |
| Total Civil segment revenue | $2,118,953 | $1,883,865 | $1,734,882 |
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Building segment revenue by end market: | |||
| Healthcare facilities | $590,845 | $294,667 | $178,997 |
| Government | 407,931 | 424,130 | 329,661 |
| Education facilities | 285,207 | 226,335 | 140,514 |
| Mass transit (includes transportation projects) | 218,396 | 188,335 | 132,836 |
| Commercial and industrial facilities | 22,143 | 77,118 | 251,849 |
| Other(b) | 93,015 | 91,954 | 208,714 |
| Total Building segment revenue | $1,617,537 | $1,302,539 | $1,242,571 |
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Specialty Contractors segment revenue by end market: | |||
| Mass transit (includes certain transportation and tunneling projects) | $167,287 | $119,760 | $350,005 |
| Commercial and industrial facilities | 115,471 | 213,003 | 166,286 |
| Multi-unit residential | 84,978 | 114,516 | 112,944 |
| Government | 80,242 | 89,031 | 61,424 |
| Healthcare facilities | 64,292 | 57,292 | 23,001 |
| Water | 50,450 | 85,176 | 79,553 |
| Other(b) | 27,712 | 15,045 | 20,089 |
| Total Specialty Contractors segment revenue | $590,432 | $693,823 | $813,302 |
| Year Ended December 31, 2024 | ||||
|---|---|---|---|---|
| (in thousands) | Civil | Building | SpecialtyContractors | Total |
| Revenue by customer type: | ||||
| State and local agencies(a) | $1,348,842 | $867,638 | $287,052 | $2,503,532 |
| Federal agencies | 458,366 | 167,786 | (4,122) | 622,030 |
| Private owners | 311,745 | 582,113 | 307,502 | 1,201,360 |
| Total revenue | $2,118,953 | $1,617,537 | $590,432 | $4,326,922 |
| Year Ended December 31, 2023 | ||||
|---|---|---|---|---|
| (in thousands) | Civil | Building | SpecialtyContractors | Total |
| Revenue by customer type: | ||||
| State and local agencies | $1,250,740 | $718,106 | $316,473 | $2,285,319 |
| Federal agencies | 400,782 | 187,199 | (14,306) | 573,675 |
| Private owners(b) | 232,343 | 397,234 | 391,656 | 1,021,233 |
| Total revenue | $1,883,865 | $1,302,539 | $693,823 | $3,880,227 |
| Year Ended December 31, 2022 | ||||
|---|---|---|---|---|
| (in thousands) | Civil | Building | SpecialtyContractors | Total |
| Revenue by customer type: | ||||
| State and local agencies | $1,273,639 | $461,193 | $332,176 | $2,067,008 |
| Federal agencies | 313,791 | 168,307 | 22,705 | 504,803 |
| Private owners | 147,452 | 613,071 | 458,421 | 1,218,944 |
| Total revenue | $1,734,882 | $1,242,571 | $813,302 | $3,790,755 |
(a)The year ended December 31, 2024 includes the negative impact of a $101.6 million adjustment related to an adverse arbitration ruling on a completed Civil segment bridge project in California, of which $79.4 million was a reversal of previously recognized revenue. Refer to Note 14, Business Segments, for additional details.
(b)The year ended December 31, 2023 includes the negative impact of a non-cash charge of $83.6 million that resulted from an adverse legal ruling (of which $72.2 million impacted the Building segment and $11.4 million impacted the Specialty Contractors segment). Refer to Note 14, Business Segments, for additional details.
State and local agencies. The Company’s state and local government customers include state transportation departments, metropolitan authorities, cities, municipal agencies, school districts and public universities. Services provided to state and local customers are primarily pursuant to contracts awarded through competitive bidding processes. Construction services for state and local government customers have included mass-transit systems, tunnels, bridges, highways, judicial, correctional and detention facilities, schools and dormitories, healthcare facilities, convention centers, parking structures and other municipal buildings. The vast majority of the Company’s civil contracting and building construction services are provided in locations throughout the United States and its territories.
Federal agencies. The Company’s federal government customers include the U.S. State Department, the U.S. Navy, the U.S. Army Corps of Engineers, the U.S. Air Force and the National Park Service. Services provided to federal agencies are typically pursuant to competitively bid contracts for specific or multi-year assignments that involve new construction or infrastructure repairs or improvements. A portion of revenue from federal agencies is derived from projects in overseas locations.
Private owners. The Company’s private owners (i.e., customers) include real estate developers, healthcare companies, technology companies, hospitality and gaming resort owners, Native American sovereign nations, public corporations and private universities. Services are provided to private customers through negotiated contract arrangements, as well as through competitive bids.
Most federal, state and local government contracts contain provisions that permit the termination of contracts, in whole or in part, for the convenience of government customers, among other reasons.
| Year Ended December 31, 2024 | ||||
|---|---|---|---|---|
| (in thousands) | Civil | Building | SpecialtyContractors | Total |
| Revenue by contract type: | ||||
| Fixed price(a) | $1,791,858 | $638,938 | $479,173 | $2,909,969 |
| Guaranteed maximum price | 715 | 810,697 | 6,688 | 818,100 |
| Unit price | 272,579 | — | 74,102 | 346,681 |
| Cost plus fee and other | 53,801 | 167,902 | 30,469 | 252,172 |
| Total revenue | $2,118,953 | $1,617,537 | $590,432 | $4,326,922 |
| Year Ended December 31, 2023 | ||||
|---|---|---|---|---|
| (in thousands) | Civil | Building | SpecialtyContractors | Total |
| Revenue by contract type: | ||||
| Fixed price | $1,618,081 | $532,950 | $577,144 | $2,728,175 |
| Guaranteed maximum price(b) | (3,184) | 532,538 | 783 | 530,137 |
| Unit price | 235,085 | — | 91,992 | 327,077 |
| Cost plus fee and other | 33,883 | 237,051 | 23,904 | 294,838 |
| Total revenue | $1,883,865 | $1,302,539 | $693,823 | $3,880,227 |
| Year Ended December 31, 2022 | ||||
|---|---|---|---|---|
| (in thousands) | Civil | Building | SpecialtyContractors | Total |
| Revenue by contract type: | ||||
| Fixed price | $1,441,547 | $349,318 | $675,461 | $2,466,326 |
| Guaranteed maximum price | 1,142 | 595,907 | 15,875 | 612,924 |
| Unit price | 274,293 | 33 | 85,574 | 359,900 |
| Cost plus fee and other | 17,900 | 297,313 | 36,392 | 351,605 |
| Total revenue | $1,734,882 | $1,242,571 | $813,302 | $3,790,755 |
(a)The year ended December 31, 2024 includes the negative impact of a $101.6 million adjustment related to an adverse arbitration ruling on a completed Civil segment bridge project in California, of which $79.4 million was a reversal of previously recognized revenue. Refer to Note 14, Business Segments, for additional details.
(b)The year ended December 31, 2023 includes the negative impact of a non-cash charge of $83.6 million that resulted from an adverse legal ruling (of which $72.2 million impacted the Building segment and $11.4 million impacted the Specialty Contractors segment). Refer to Note 14, Business Segments, for additional details.
Fixed price. Fixed price or lump sum contracts are most commonly used for projects in the Civil and Specialty Contractors segments and generally commit the Company to provide all of the resources required to complete a project for a fixed sum. Usually, fixed price contracts transfer more risk to the Company, but offer the opportunity for greater profits. Billings on fixed price contracts are typically based on estimated progress against predetermined contractual milestones.
Guaranteed maximum price (“GMP”). GMP contracts provide for a cost plus fee arrangement up to a maximum agreed upon price. These contracts place risks on the Company for amounts in excess of the GMP, but may permit an opportunity for greater profits than under cost plus fee 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 are often performed under GMP contracts. Billings on GMP contracts typically occur on a monthly basis and are based on actual costs incurred plus a negotiated margin.
Unit price. Unit price contracts are most prevalent for projects in the Civil and Specialty Contractors segments and generally commit the Company to provide an estimated or undetermined number of units or components at fixed unit prices. This approach shifts the risk of estimating the quantity of units required to the project owner, but the risk of increased cost per unit is borne by the Company, unless otherwise allowed for in the contract. Billings on unit price contracts typically occur on a monthly basis and are based on actual quantity of work performed or completed during the billing period.
Cost plus fee. Cost plus fee contracts are used for many projects in the Building and Specialty Contractors segments. Cost plus fee contracts include cost plus fixed fee contracts and cost plus award fee contracts. Cost plus fixed fee contracts provide for reimbursement of approved project costs plus a fixed fee. Cost plus award fee contracts provide for reimbursement of the project costs plus a base fee, as well as an incentive fee based on cost and/or schedule performance. Cost plus fee contracts serve to minimize the Company’s financial risk, but may also limit profits. Billings on cost plus fee contracts typically occur on a monthly basis based on actual costs incurred plus a negotiated margin.
Changes in Contract Estimates that Impact Revenue
Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or revisions to management’s initial estimates, are recognized in the period in which they are determined. Revenue was negatively impacted during the years ended December 31, 2024, 2023 and 2022 related to performance obligations satisfied (or partially satisfied) in prior periods by a net $275.8 million, $214.2 million and $292.3 million, respectively, for various projects, reflective of the net unfavorable impact of numerous legal judgments, settlements and other project charges. Refer to Note 14, Business Segments, for additional details on significant adjustments.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. As of December 31, 2024, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction cont racts were $7.3 billion, $4.6 billion and $2.0 billion for the Civil, Building and Specialty Contractors segments, respectively. As of December 31, 2023, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.2 billion, $2.2 billion and $1.1 billion for the Civil, Building and Specialty Contractors segments, respectively. The Company typically recognizes revenue on Civil segment projects over a period ofthree tofive years, whereas for projects in the Building and Specialty Contractors segments, the Company typically recognizes revenue over a period ofone tothree years.
- Contract Assets and Liabilities
The Company classifies contract assets and liabilities that may be settled beyond one year from the balance sheet date as current, consistent with the length of time of the Company’s project operating cycle.
Contract assets and liabilities on the Consolidated Balance Sheets consisted of the following amounts as of December 31, 2024 and 2023:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Contract Assets | ||
| Costs and estimated earnings in excess of billings: | ||
| Claims | $451,770 | $562,646 |
| Unapproved change orders | 393,803 | 512,831 |
| Other unbilled costs and profits | 96,949 | 68,369 |
| Total costs and estimated earnings in excess of billings | $942,522 | $1,143,846 |
| Contract Liabilities | ||
| Billings in excess of costs and estimated earnings | $1,216,623 | $1,103,530 |
Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. Costs and estimated earnings in excess of billings result when either: (1) the appropriate contract revenue amount has been recognized over time in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract, or (2) costs are incurred related to certain claims and unapproved change orders. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when a change in the scope of work results in additional work being performed before the parties have agreed on the corresponding change in the contract price. The Company routinely estimates recovery related to claims and unapproved change orders as a form of variable consideration at the most likely amount it expects to receive and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Claims and unapproved change orders are billable upon the agreement and resolution between the contractual parties and after the execution of contractual amendments. Increases in claims and unapproved change orders typically result from costs being incurred against existing or new positions; decreases normally result from resolutions and subsequent billings. As discussed in Note 8, the resolution of these claims and unapproved change orders may require litigation or other forms of dispute resolution proceedings. Other unbilled costs and profits are billable in accordance with the billing terms of each of the existing contractual arrangements and, as such, the timing of contract billing cycles can cause fluctuations in the balance of unbilled costs and profits. Ultimate resolution of other unbilled costs and profits typically involves incremental progress toward contractual requirements or milestones. The amount of costs and estimated earnings in excess of billings as of December 31, 2024 estimated by management to be collected beyond one year is approximately $486.7 million.
Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue. Revenue recognized during the years ended December 31, 2024, 2023 and 2022 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $963.9 million, $740.3 million and $533.5 million, respectively.
- Income Taxes
Loss before income taxes is summarized as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| United States operations | $(261,147) | $(232,512) | $(288,954) |
| Foreign and U.S. territory operations | 88,139 | 49,958 | 21,284 |
| Total | $(173,008) | $(182,554) | $(267,670) |
The income tax expense (benefit) is as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Current expense (benefit): | |||
| Federal | $8,832 | $(178) | $(1,653) |
| State | 3,997 | 1,888 | 930 |
| Foreign and U.S. territories | 14,510 | 8,153 | 5,074 |
| Total current expense: | 27,339 | 9,863 | 4,351 |
| Deferred expense (benefit): | |||
| Federal | (51,758) | (48,634) | (54,526) |
| State | (24,862) | (17,612) | (25,395) |
| Foreign and U.S. territories | (1,388) | 1,426 | 472 |
| Total deferred benefit: | (78,008) | (64,820) | (79,449) |
| Total benefit: | $(50,669) | $(54,957) | $(75,098) |
The following table is a reconciliation of the Company’s income tax expense (benefit) at the statutory federal tax rate to the Company’s effective tax rate:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||
| (dollars in thousands) | Amount | Rate | Amount | Rate | Amount | Rate |
| Federal income tax benefit at statutory tax rate | $(36,332) | 21.0% | $(38,336) | 21.0% | $(56,211) | 21.0% |
| State income taxes, net of federal tax benefit | (16,591) | 9.6 | (10,556) | 5.8 | (21,784) | 8.1 |
| Share-based compensation | 1,122 | (0.6) | 446 | (0.2) | 1,227 | (0.5) |
| Officers' compensation | 9,825 | (5.7) | 5,129 | (2.8) | 2,840 | (1.1) |
| Noncontrolling interests | (9,892) | 5.7 | (9,795) | 5.4 | (3,861) | 1.4 |
| Federal R&D credits | (750) | 0.4 | (493) | 0.3 | 128 | — |
| Foreign tax rate differences | (422) | 0.2 | (297) | 0.2 | (1,438) | 0.5 |
| Valuation allowance | 3,968 | (2.3) | 347 | (0.2) | 7,991 | (3.0) |
| Other | (1,597) | 1.0 | (1,402) | 0.6 | (3,990) | 1.7 |
| Income tax benefit | $(50,669) | 29.3% | $(54,957) | 30.1% | $(75,098) | 28.1% |
The following is a summary of the significant components of the deferred tax assets and liabilities:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Deferred tax assets: | ||
| Timing of expense recognition | $90,959 | $72,828 |
| Net operating losses | 144,148 | 113,623 |
| Goodwill | — | 80 |
| Joint ventures | 12,571 | — |
| Other, net | 29,001 | 16,113 |
| Deferred tax assets | 276,679 | 202,644 |
| Valuation allowance | (14,014) | (9,193) |
| Net deferred tax assets | 262,665 | 193,451 |
| Deferred tax liabilities: | ||
| Goodwill | (3,969) | — |
| Intangible assets, due primarily to purchase accounting | (16,786) | (17,451) |
| Fixed assets | (53,382) | (54,953) |
| Construction contract accounting | (7,212) | (7,711) |
| Joint ventures | (23,079) | (16,132) |
| Other | (14,948) | (24,077) |
| Deferred tax liabilities | (119,376) | (120,324) |
| Net deferred tax assets | $143,289 | $73,127 |
As of December 31, 2024, the Company had federal and various state net operating loss carryforwards of$427.9 million and $793.6 million, respectively. Federal net operating loss carryforwards do not have expiration dates, whereas the state net operating loss carryforwards have expiration dates ranging from 2025 to indefinite periods. As of December 31, 2023, the Company had federal and various state net operating loss carryforwards of $299.2 million and $554.7 million, respectively. As of December 31, 2024, the Company had federal and state tax credit carryforwards of approximately $3.1 million and $4.8 million, respec tively. As of December 31, 2023, the Company had federal and state tax credit carryforwards of approximately $5.9 million and $4.6 million, respectively. The Company established a valuation allowance in 2024, 2023 and 2022 as a result of the uncertainty with the future realization of certain carryforwards for capital losses, foreign tax credits and state net operating losses.
The net deferred tax assets are presented in the Consolidated Balance Sheets as follows:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Deferred tax assets | $143,289 | $74,083 |
| Deferred tax liabilities | — | (956) |
| Net deferred tax assets | $143,289 | $73,127 |
The Company’s policy is to record interest and penalties on unrecognized tax benefits as an element of income tax expense. The cumulative amounts related to interest and penalties are added to the total unrecognized tax liabilities on the balance sheet. The total amount of gross unrecognized tax benefits as of December 31, 2024 that, if recognized, would impact the effective tax rate is $4.2 million. In the next twelve months, it is reasonably possible that the Company’s unrecognized tax benefits could change due to the resolution of open tax matters, which would reduce our unrecognized tax benefits by $12.6 million. These changes are not expected to have a material impact to the effective tax rate.
The Company accounts for its uncertain tax positions in accordance with GAAP. The following is a reconciliation of the beginning and ending amounts of these unrecognized tax benefits for the three years ended December 31:
| As of December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Beginning balance | $4,773 | $7,525 | $7,539 |
| Change in tax positions of prior years | 6,756 | 438 | (416) |
| Change in tax positions of current year | 6,385 | (189) | 625 |
| Reduction in tax positions for statute expirations | (1,046) | (3,001) | (223) |
| Ending balance | $16,868 | $4,773 | $7,525 |
The Company conducts business internationally and, as a result, one or more of its subsidiaries files income tax returns in U.S. federal, U.S. state and certain foreign jurisdictions. Accordingly, in the normal course of business, the Company is subject to examination by taxing authorities principally throughout the United States, Guam and Canada. The Company's open tax years for a U.S. federal income tax audit are 2018 and later. The 2018 federal income tax return is currently under audit by the Internal Revenue Service. The Company has various years open to audit in a number of state and local jurisdictions and is currently under audit by various state and local taxing authorities.
- Goodwill and Intangible Assets
Goodwill
The following table presents the changes in the carrying amount of goodwill since its inception through December 31, 2024:
| (in thousands) | Civil | Building | SpecialtyContractors | Total |
|---|---|---|---|---|
| Gross goodwill as of December 31, 2022 | $492,074 | $424,724 | $156,193 | $1,072,991 |
| Accumulated impairment as of December 31, 2022 | (286,931) | (424,724) | (156,193) | (867,848) |
| Goodwill as of December 31, 2022 | 205,143 | — | — | 205,143 |
| 2023 activity | — | — | — | — |
| Goodwill as of December 31, 2023 | 205,143 | — | — | 205,143 |
| Current year activity | — | — | — | — |
| Goodwill as of December 31, 2024(a) | $205,143 | $— | $— | $205,143 |
(a)As of December 31, 2024, accumulated impairment was $867.8 million.
The Company performed its annual impairment test in the fourth quarter of 2024 and concluded goodwill was not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of its annual impairment test that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount.
The Company will continue to monitor events and circumstances for changes that indicate the Civil reporting unit goodwill would need to be reevaluated for impairment during future interim periods prior to the annual impairment test. These future events and circumstances include, but are not limited to, changes in the overall financial performance of the Civil reporting unit, as well as other quantitative and qualitative factors which could indicate potential triggering events for possible impairment.
Intangible Assets
Intangible assets consist of the following:
| As of December 31, 2024 · Weighted-Average Amortization Period | |||||
|---|---|---|---|---|---|
| (in thousands) · Cost · AccumulatedAmortization · Accumulated Impairment Charge · Carrying Value | |||||
| Trade names (non-amortizable) | $117,600 | $— | $(67,190) | $50,410 | Indefinite |
| Trade names (amortizable) | 69,250 | (30,359) | (23,232) | 15,659 | 20 years |
| Contractor license | 6,000 | — | (6,000) | — | N/A |
| Customer relationships | 39,800 | (23,155) | (16,645) | — | N/A |
| Construction contract backlog | 149,290 | (149,290) | — | — | N/A |
| Total | $381,940 | $(202,804) | $(113,067) | $66,069 | |
| As of December 31, 2023 · Weighted-Average Amortization Period | |||||
|---|---|---|---|---|---|
| (in thousands) · Cost · AccumulatedAmortization · Accumulated Impairment Charge · Carrying Value | |||||
| Trade names (non-amortizable) | $117,600 | $— | $(67,190) | $50,410 | Indefinite |
| Trade names (amortizable) | 69,250 | (28,123) | (23,232) | 17,895 | 20 years |
| Contractor license | 6,000 | — | (6,000) | — | N/A |
| Customer relationships | 39,800 | (23,155) | (16,645) | — | N/A |
| Construction contract backlog | 149,290 | (149,290) | — | — | N/A |
| Total | $381,940 | $(200,568) | $(113,067) | $68,305 | |
Amortization expense related to amortizable intangible assets was $2.2 million, $2.2 million and $14.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Future amortization expense related to amortizable intangible assets will be approximately $2.2 million per year for the years 2025 through 2029, and $4.7 million thereafter.
The Company performed its annual impairment test for non-amortizable trade names during the fourth quarter of 2024. Based on this assessment, the Company concluded that its non-amortizable trade names were not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of its annual impairment test that would indicate impairment of its non-amortizable trade names. Other amortizable intangible assets are reviewed for impairment whenever circumstances indicate that the future cash flows generated by the assets might be less than the assets’ net carrying value. The Company hadno impairment of intangible assets during the years ended December 31, 2024, 2023 or 2022.
- Financial Commitments
Long-Term Debt
Long-term debt as reported on the Consolidated Balance Sheets consisted of the following:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| 2024 Senior Notes | $378,023 | $— |
| 2017 Senior Notes | — | 498,410 |
| Term Loan B | 121,863 | 357,744 |
| Revolver | — | — |
| Equipment financing and mortgages | 25,038 | 34,807 |
| Other indebtedness | 9,214 | 8,784 |
| Total debt | 534,138 | 899,745 |
| Less: Current maturities(a) | 24,113 | 117,431 |
| Long-term debt, net | $510,025 | $782,314 |
(a)Current maturities at December 31, 2023 included the $91.0 million principal prepayment on the Term Loan B that was made in February 2024.
The following table reconciles the outstanding debt balances to the reported debt balances as of December 31, 2024 and 2023:
| As of December 31, 2024 · As of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | Outstanding Debt | Unamortized Discounts and Issuance Costs | Debt,as reported | Outstanding Debt | Unamortized Discounts and Issuance Costs | Debt, as reported |
| 2024 Senior Notes | $400,000 | $(21,977) | $378,023 | $— | $— | $— |
| 2017 Senior Notes | — | — | — | 500,000 | (1,590) | 498,410 |
| Term Loan B | 121,863 | — | 121,863 | 367,154 | (9,410) | 357,744 |
The unamortized issuance costs related to the Revolver were$1.4 million as of December 31, 2024 and 2023, and are included in other assets on the Consolidated Balance Sheets.
2024 Senior Notes
On April 22, 2024, the Company issued $400.0 million in aggregate principal amount of 11.875% Senior Notes due April 30, 2029 (the “2024 Senior Notes”) in a private placement offering. Interest on the 2024 Senior Notes is payable in arrears semi-annually in April and October of each year, beginning in October 2024. The proceeds from the 2024 Senior Notes were used to redeem the 2017 Senior Notes (as discussed below).
Prior to April 30, 2026, the Company may redeem the 2024 Senior Notes at a redemption price equal to 100% of the principal amount plus a “make-whole” premium described in the indenture. In addition, prior to April 30, 2026, the Company may redeem up to 40% of the original aggregate principal amount of the 2024 Senior Notes at a redemption price of 111.875% of their principal amount with the “net cash proceeds” received by the Company from one or more equity offerings, as described in the indenture. On or after April 30, 2026, the Company may redeem the 2024 Senior Notes at specified redemption prices described in the indenture. If the Company experiences certain change of control events, holders of the 2024 Senior Notes may require the Company to repurchase all or part of the 2024 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.
The 2024 Senior Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2020 Credit Agreement. In addition, the indenture for the 2024 Senior Notes provides for customary covenants, including restrictions on the payment of dividends and share repurchases, and includes customary events of default.
Redemption of 2017 Senior Notes
On April 20, 2017, the Company issued $500.0 million in aggregate principal amount of 6.875% Senior Notes due May 1, 2025 (the “2017 Senior Notes”) in a private placement offering.
The proceeds of the 2024 Senior Notes, together with cash on hand, were used to redeem in full, all of the outstanding obligations in respect of the 2017 Senior Notes. The redemption of the 2017 Senior Notes occurred on May 2, 2024 (the “2017 Senior Notes Redemption”).
2020 Credit Agreement
On August 18, 2020, the Company entered into a credit agreement (as amended, the “2020 Credit Agreement”) with BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement originally provided for a $425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the “Revolver”), which was subsequently reduced to $170.0 million following the effectiveness of the 2024 Amendment (as defined and discussed below),with sub-limits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The Term Loan B will mature on August 18, 2027. Prior to the 2017 Senior Notes Redemption, if any of the 2017 Senior Notes had remained outstanding beyond certain dates, the maturities of the Term Loan B and the Revolver would have been subject to acceleration (“spring-forward maturity”). However, following the 2017 Senior Notes Redemption and the consummation of the 2024 Amendment, the spring-forward maturity of the Term Loan B is no longer in effect and the spring-forward maturity of the Revolver has been extended (as described below).
On April 15, 2024, the Company entered into an amendment in respect of the 2020 Credit Agreement (the “2024 Amendment”) which, among other changes, (1) extends the existing Revolver maturity date from August 18, 2025 to (a) if any tranche of the Term Loan B, any incremental term loan or any refinancing term loan (or any refinancing or replacement thereof) remains outstanding, the earlier of (i) May 20, 2027 and (ii) the date that is ninety (90) days prior to the final maturity of any tranche of the Term Loan B, any incremental term loan or any refinancing term loan (or any refinancing or replacement thereof), as applicable, and (b) if no obligations are outstanding with respect to any tranche of the Term Loan B, any incremental term loan or any refinancing term loan, August 18, 2027 and (2) permanently reduces the aggregate commitments in respect of the Revolver by $5.0 million from $175.0 million to $170.0 million. The 2024 Amendment became effective on May 2, 2024 upon the completion of the 2017 Senior Notes Redemption.
The 2020 Credit Agreement permits the Company to repay any or all borrowings outstanding under the 2020 Credit Agreement at any time prior to maturity without penalty. The 2020 Credit Agreement requires the Company to make regularly scheduled payments of principal on the Term Loan B in quarterly installments equal to 0.25% of the initial principal amount of the Term Loan B. The 2020 Credit Agreement also requires the Company to make prepayments on the Term Loan B in connection with certain asset sales, receipts of insurance proceeds, incurrences of certain indebtedness and annual excess cash flow (in each case, subject to certain customary exceptions). At December 31, 2023, current maturities of long-term debt in the accompanying Consolidated Balance Sheets included $91.0 million prepayment of principal on the Term Loan B, relating to the mandatory prepayment provision of the 2020 Credit Agreement in respect of annual excess cash flow, which was due by the first week of April 2024 and paid in February 2024. In addition to the mandatory prepayment discussed above, the Company made voluntary, early prepayments totaling $150.0 million of the Term Loan B during 2024. During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.
Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provides the Company with the right to increase the commitments under the Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 1.35:1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 3.50:1.00 and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio does not exceed 3.50:1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) is no less than 2.00:1.00.
Borrowings under the 2020 Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) (A) in the case of the Term Loan B, following the amendment to the 2020 Credit Agreement on May 2, 2023 (as discussed below), (x) the Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”) (calculated with a 11.448 basis point,26.161 basis point and 42.826 basis point credit spread adjustment for a 1, 3 and 6 month interest period, respectively) or (y) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the Adjusted Term SOFR rate for a one-month interest period plus 100 basis points) and (B) in case of the Revolver, following the amendment to the 2020 Credit Agreement on October 31, 2022 (as discussed below), (x) the Adjusted Term SOFR rate (calculated with a 10 basis point credit spread adjustment for all interest periods) or (y) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the Adjusted Term SOFR rate for a one-month interest period plus 100 basis points) plus, in each case, (ii) an applicable margin. The margin applicable to the Term Loan B is between 4.50% and 4.75% for Adjusted Term SOFR and between 3.50% and 3.75% for base rate, and, in each case, is based on the Total Net Leverage Ratio. The margin applicable to the Revolver is between 4.25% and 4.75% for Adjusted Term SOFR and 3.25% and 3.75% for base rate, and, in each case, is based on the First Lien Net Leverage Ratio. Effective following the amendment to the 2020 Credit Agreement on October 31, 2022, the Company’s original London Interbank Offered Rate (“LIBOR”) option in respect of the Revolver was transitioned to Adjusted Term SOFR. Effective May 2, 2023, the 2020 Credit Agreement was further amended to transition the Company’s original LIBOR option in respect of the Term Loan B to Adjusted Term SOFR. In addition to paying interest on outstanding principal under the 2020 Credit Agreement, the Company will pay a commitment fee to the lenders under the Revolver in respect of the unutilized commitments thereunder. The Company will pay customary letter of credit fees. If a payment or bankruptcy event of default occurs and is continuing, the otherwise applicable margin on overdue amounts will be increased by 2% per annum. The 2020 Credit Agreement includes customary provisions for the replacement of Adjusted Term SOFR with an alternative benchmark rate upon Adjusted Term SOFR being discontinued. The weighted-average annual interest rate on borrowings under the Revolver was 11.8% during the year ended December 31, 2024.
As amended, the 2020 Credit Agreement requires, solely with respect to the Revolver, the Company and its restricted subsidiaries to maintain a maximum First Lien Net Leverage Ratio of 3.50:1.00, effective the fiscal quarter ended December 31, 2022 and increasing to 3.75:1.00 for the fiscal quarter ending March 31, 2023 and subsequently stepping down to 3.00:1.00 for the fiscal quarter ending June 30, 2023,2.50:1.00 for the fiscal quarter ending September 30, 2023 and 2.25:1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter. The 2020 Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default. Subject to certain exceptions, substantially all of the Company’s existing and future material wholly-owned subsidiaries unconditionally guarantee the obligations of the Company under the 2020 Credit Agreement; additionally, subject to certain exceptions, the obligations are secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations.
As of December 31, 2024, the entire $170.0 million was available under the Revolver. The Company was in compliance with the financial covenant under the 2020 Credit Agreement for the period ended December 31, 2024.
Equipment Financing and Mortgages
The Company has certain loans entered into for the purchase of specific property, plant and equipment and secured by the assets purchased. The aggregate balance of equipment financing loans was approximately $19.3 million and $26.4 million at December 31, 2024 and 2023, respectively, with interest rates ranging from 2.54% to 7.32% with equal monthly installment payments over periods up to 5 years. The aggregate balance of mortgage loans was approximately $5.8 million and $8.4 million at December 31, 2024 and 2023, respectively, with interest rates of SOFR plus 2.00% and monthly installment payments over periods up to 10 years.
The following table presents the future principal payments required under all of the Company’s debt obligations, discussed above:
| Year (in thousands) | |
|---|---|
| 2025 | $24,113 |
| 2026 | 11,120 |
| 2027 | 115,726 |
| 2028 | 1,721 |
| 2029 | 401,213 |
| Thereafter | 2,222 |
| Less: Unamortized discounts and issuance costs | 21,977 |
| Total | $534,138 |
Interest Expense
Interest expense as reported in the Consolidated Statements of Operations consisted of the following:
| For the year ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Cash interest expense: | |||
| Interest on Term Loan B | $27,452 | $38,266 | $27,880 |
| Interest on 2024 Senior Notes | 32,458 | — | — |
| Interest on 2017 Senior Notes | 11,554 | 34,375 | 34,375 |
| Interest on Revolver | 1,194 | 4,924 | 1,642 |
| Other interest | 2,407 | 2,134 | 2,044 |
| Total cash interest expense | 75,065 | 79,699 | 65,941 |
| Non-cash interest expense(a): | |||
| Amortization of discount and debt issuance costs on Term Loan B | 9,410 | 3,592 | 2,084 |
| Amortization of debt issuance costs on Revolver | 632 | 745 | 568 |
| Amortization of debt issuance costs on 2024 Senior Notes | 2,436 | — | — |
| Amortization of debt issuance costs on 2017 Senior Notes | 392 | 1,121 | 1,045 |
| Non-cash portion of loss on extinguishment | 1,198 | — | — |
| Total non-cash interest expense | 14,068 | 5,458 | 3,697 |
| Total interest expense | $89,133 | $85,157 | $69,638 |
(a)The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rates for the 2024 Senior Notes, 2017 Senior Notes and Term Loan B were 13.56%, 7.13% and 14.79%, respectively, for the year ended December 31, 2024.
- Commitments and Contingencies
The Company and certain of its subsidiaries are involved in litigation and other legal proceedings and forms of dispute resolution in the ordinary course of business, including but not limited to disputes over contract payment and/or performance-related issues (such as disagreements regarding delay or a change in the scope of work of a project and/or the price associated with that change) and other matters incidental to the Company’s business. In accordance with ASC 606, the Company makes assessments of these types of matters on a routine basis and, to the extent permitted by ASC 606, estimates and records recovery related to these matters as a form of variable consideration at the most likely amount the Company expects to receive, as discussed further in Note 1(d) and Note 4. In addition, the Company is contingently liable for litigation, performance guarantees and other commitments arising in the ordinary course of business, which are accounted for in accordance with ASC 450, Contingencies. Management reviews these matters regularly and updates or revises its estimates as warranted by subsequent information and developments. These assessments require judgments concerning matters that are inherently uncertain, such as litigation developments and outcomes, the anticipated outcome of negotiations and the estimated cost of resolving disputes. Consequently, these assessments are estimates, and actual amounts may vary from such estimates. In addition, because such matters are typically resolved over long periods of time, the Company’s assets and liabilities may change over time should the circumstances dictate. The description of the legal proceedings listed below include management’s assessment of those proceedings. Management believes that, based on current information and discussions with the Company’s legal counsel, the ultimate resolution of other matters is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
A description of the material pending legal proceedings, other than ordinary routine litigation incidental to the business, is as follows:
Alaskan Way Viaduct Matter
In January 2011, Seattle Tunnel Partners (“STP”), a joint venture between Dragados USA, Inc. and the Company, entered into a design-build contract with the Washington State Department of Transportation (“WSDOT”) for the construction of a large-diameter bored tunnel in downtown Seattle, King County, Washington to replace the Alaskan Way Viaduct, also known as
State Route 99. The Company has a 45% interest in STP. The construction of the large-diameter bored tunnel required the use of a tunnel boring machine (“TBM”). In December 2013, the TBM struck a steel pipe, installed by WSDOT as a well casing for an exploratory well. The TBM was significantly damaged and was required to be repaired. STP asserted that the steel pipe casing was a differing site condition that WSDOT failed to properly disclose. The Disputes Review Board mandated by the contract to hear disputes issued a decision finding the steel casing was a Type I (material) differing site condition. WSDOT did not accept that finding.
Case Against WSDOT
In March 2016, WSDOT filed a complaint against STP in Thurston County Superior Court alleging breach of contract, seeking $57.2 million in delay-related damages and seeking declaratory relief. STP subsequently filed a counterclaim against WSDOT seeking damages in excess of $640 million. The jury trial between STP and WSDOT commenced on October 7, 2019 and concluded on December 13, 2019, with a jury verdict in favor of WSDOT awarding them $57.2 million in damages. The Company recorded the impact of the jury verdict during the fourth quarter of 2019, resulting in a pre-tax charge of $166.8 million, which included $25.7 million for the Company’s 45% proportionate share of the $57.2 million in damages awarded by the jury to WSDOT. The charge was for non-cash write-downs primarily related to the costs and estimated earnings in excess of billings and receivables that the Company previously recorded to reflect its expected recovery in this case. STP’s petition for discretionary review by the Washington Supreme Court was denied on October 10, 2022. On October 18, 2022, STP paid the damages and associated interest from the judgment, which included the Company’s proportionate share of $34.6 million. As a result, the lawsuit between STP and WSDOT has concluded.
Case Against Insurers
The TBM was insured under a Builder’s Risk Insurance Policy (the “Policy”) with Great Lakes Reinsurance (UK) PLC and a consortium of other insurers (the “Insurers”). STP submitted the claims to the Insurers and requested interim payments under the Policy. The Insurers refused to pay and denied coverage. In June 2015, STP filed a lawsuit in the King County Superior Court, State of Washington seeking declaratory relief, as well as damages as a result of the Insurers’ breach of their obligations under the terms of the Policy. On September 30, 2024, after several years of law and motion proceedings, a confidential settlement was reached resolving the case in full for a substantial sum. Payment was received in October 2024 and the case against the Insurers was dismissed. As a result of the settlement, STP resolved the claims of Hitachi Zosen (the manufacturer of the TBM), remaining subcontractor lawsuits pending on the project, including those with the Company’s subsidiaries.
Case Against Designer
On April 13, 2023, STP filed a case in the Washington Superior Court against HNTB Corporation (“HNTB”), STP’s design firm on the project, wherein STP alleges that HNTB is liable for providing design services that resulted in the TBM striking the steel pipe described above and for additional steel quantity costs associated with the project. Due to the resolution of the matter against the Insurers and WSDOT discussed above, and subject to any setoffs or contractual damages limitations, STP’s current claim against HNTB is expected to be in excess of $300 million and includes HNTB’s liability for providing design services, amounts paid by STP to WSDOT in liquidated damages and interest as well as certain subcontractor delay claims paid by STP to subcontractors in November 2024. The case is currently scheduled for trial to commence in July 2025. With respect to STP’s claims against HNTB, management has included in receivables an estimate of the total anticipated recovery concluded to be probable. The case against HNTB is the final case related to the project.
- Leases
The Company leases certain office space, construction and office equipment, vehicles and temporary housing generally under non-cancelable operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet, and the Company generally recognizes lease expense for these leases on a straight-line basis over the lease term. As of December 31, 2024, the Company’s operating leases have remaining lease terms ranging from less thanone year to 14 years, some of which include options to renew the leases. The exercise of lease renewal options is generally at the Company’s sole discretion. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets are included in other assets, while current and long-term operating lease liabilities are included in accrued expenses and other current liabilities, and other long-term liabilities, respectively, on the Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The present value of future lease payments are discounted using either the implicit rate in the lease, if known, or the Company’s incremental borrowing rate for the specific lease as of the lease commencement date. The ROU asset is also adjusted for any prepayments made or incentives received. The lease terms include options to extend or terminate the lease only to the extent it is reasonably certain any of those options will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company accounts for lease components (e.g., fixed payments) separate from the non-lease components (e.g., common-area maintenance costs). The Company does not have any material financing leases.
The following table presents components of lease expense for the years ended December 31, 2024 and 2023:
| For the year ended December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Operating lease expense | $13,524 | $14,416 |
| Short-term lease expense(a) | 55,425 | 54,451 |
| 68,949 | 68,867 | |
| Less: Sublease income | 897 | 788 |
| Total lease expense | $68,052 | $68,079 |
(a)Short-term lease expense includes all leases with lease terms ranging from less thanone month toone year. Short-term leases include, among other things, construction equipment rented on an as-needed basis as well as temporary housing.
The following table presents supplemental balance sheet information related to operating leases:
| As of December 31, | |||
|---|---|---|---|
| (dollars in thousands) | Balance Sheet Line Item | 2024 | 2023 |
| Assets | |||
| ROU assets | Other assets | $41,695 | $48,878 |
| Total lease assets | $41,695 | $48,878 | |
| Liabilities | |||
| Current lease liabilities | Accrued expenses and other current liabilities | $7,066 | $6,275 |
| Long-term lease liabilities | Other long-term liabilities | 38,630 | 47,781 |
| Total lease liabilities | $45,696 | $54,056 | |
| Weighted-average remaining lease term | 8.0 years | 10.3 years | |
| Weighted-average discount rate | 9.73% | 12.13% | |
The following table presents supplemental cash flow information and non-cash activity related to operating leases:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Operating cash flow information: | ||
| Cash paid for amounts included in the measurement of lease liabilities | $(13,013) | $(14,733) |
| Non-cash activity: | ||
| ROU assets obtained in exchange for lease liabilities | $10,817 | $6,465 |
The following table presents maturities of operating lease liabilities on an undiscounted basis as of December 31, 2024:
| Year (in thousands) | Operating Leases |
|---|---|
| 2025 | $10,958 |
| 2026 | 9,234 |
| 2027 | 7,687 |
| 2028 | 7,291 |
| 2029 | 6,792 |
| Thereafter | 25,097 |
| Total lease payments | 67,059 |
| Less: Imputed interest | 21,363 |
| Total | $45,696 |
- Share-Based Compensation
On April 10, 2018, the Company adopted the Tutor Perini Corporation Omnibus Incentive Plan (the “Current Plan”), which was approved by the Company’s shareholders on May 23, 2018. The Current Plan effected the merger of the Company’s Amended and Restated Tutor Perini Corporation Long-Term Incentive Plan, as amended and restated on October 2, 2014 (the “2014 Plan”) and the Tutor Perini Corporation Incentive Compensation Plan adopted on April 3, 2017 (the “2017 Plan,” together with the 2014 Plan and the Current Plan, the “Plans”). As of December 31, 2024, there were 1,904,324 shares of common stock available for grant under the Company’s Current Plan. As of December 31, 2024, the Plans had an aggregate of 1,305,349 RSUs and stock options from outstanding, historical awards that either have not vested or have vested but have not been exercised. Any awards that were granted under the Plans that are forfeited, cancelled or held back for net settlement will become available to be issued under the Current Plan.
The terms of the Plans give the Company the right to settle the vesting of RSU grants in cash or shares. CPSU and CRSU grants must only be settled in cash.
The following table summarizes RSU, stock option, CPSU and CRSU activity:
| RSUs · Stock Options · CPSUs · CRSUs | ||||||||
|---|---|---|---|---|---|---|---|---|
| Number | Weighted-AverageGrant DateFair ValuePer Share | Number | Weighted-AverageExercise/(Strike) PricePer Share | Number | Weighted-AverageGrant DateFair Value Per Unit | Number | Weighted-AverageGrant DateFair Value Per Unit | |
| Outstanding as of December 31, 2021 | 1,188,851 | $18.98 | 2,167,765 | $20.11 | 398,852 | $20.39 | — | $— |
| Granted | 375,769 | 10.53 | — | — | 415,768 | 12.99 | 100,000 | 6.99 |
| Expired or cancelled | (42,500) | 19.27 | (542,500) | 11.66 | — | — | — | — |
| Vested/exercised | (415,450) | 20.14 | — | — | — | — | — | — |
| Outstanding as of December 31, 2022 | 1,106,670 | $15.66 | 1,625,265 | $22.93 | 814,620 | $16.61 | 100,000 | $6.99 |
| Granted | 590,188 | 8.66 | — | — | 901,541 | 11.18 | 214,379 | 8.43 |
| Expired or cancelled | (45,000) | 16.19 | (190,000) | 19.88 | (380,782) | 20.37 | — | — |
| Vested/exercised | (404,229) | 15.75 | — | — | (150,696) | 11.98 | (30,000) | 8.98 |
| Outstanding as of December 31, 2023 | 1,247,629 | $12.30 | 1,435,265 | $23.33 | 1,184,683 | $11.86 | 284,379 | $7.87 |
| Granted | 30,000 | 12.68 | — | — | 645,180 | 19.17 | 673,855 | 12.75 |
| Earned for performance above target | — | — | — | — | 72,864 | 19.24 | — | — |
| Expired or cancelled | (50,000) | 23.14 | (287,337) | 26.62 | (157,884) | 10.53 | — | — |
| Vested/exercised | (598,913) | 13.24 | (471,295) | 20.12 | (230,748) | 19.24 | (171,459) | 7.59 |
| Outstanding as of December 31, 2024 | 628,716 | $10.57 | 676,633 | $24.17 | 1,514,095 | $14.34 | 786,775 | $12.11 |
| Vested and expected to vest at December 31, 2024 | 628,716 | $10.57 | 676,633 | $24.17 | 1,019,604 | $16.20 | 786,775 | $12.11 |
Included in the above table are certain RSU grants which are classified as liabilities in accordance with ASC 718, Stock Compensation because they contain a guaranteed minimum payout. These awards may be performance-based or time-based and may be settled in shares of the Company's stock, cash or a combination thereof, at the Company's discretion. As of December 31, 2023, there were 50,000 RSUs with guaranteed minimum payouts outstanding, with a weighted-average grant date fair value per share of $26.32. As of December 31, 2024 there wereno remaining RSUs with guaranteed minimum payouts outstanding. The number of CPSUs granted in the above table are presented at target-level performance and adjusted to actual units upon vesting. Actual payout of these awards can range from 0% to 250% of target-level performance depending upon the terms of the award and the achievement of required performance conditions. Awards paid above target-level performance are included in the “earned for performance above target” line in the table above.
The Company recognized liabilities for CPSUs, RSUs with guaranteed minimum payouts and CRSUs totaling approximately$34.6 million and $4.9 million as of December 31, 2024 and 2023, respectively. The Company paid approxim ately $4.0 millionin 2024, $2.8 million in 2023 and $3.6 million in 2022 to settle certain awards.
The following table summarizes unrestricted stock awards, which are generally issued to the non-employee members of the Company’s Board of Directors as part of their annual retainer fees:
| Unrestricted Stock Awards | ||
|---|---|---|
| Year | Number | Weighted-AverageGrant DateFair Value Per Share |
| 2022 | 165,030 | $10.63 |
| 2023 | 302,112 | 5.66 |
| 2024 | 73,716 | 20.89 |
The fair value of unrestricted stock awards issued during 2024, 2023 and 2022 was approximately $1.5 million, $1.7 million and $1.8 million, respectively.
The fair value of RSUs that vested during 2024, 2023 and 2022 was approximately $10.0 million, $4.1 million and $5.7 million, respectively. The fair value of CPSUs and CRSUs that vested during 2024 was approximately $5.6 million and $3.0 million, respectively. The fair value of CPSUs and CRSUs that vested during 2023 was approximately$1.1 million and $0.2 million, respectively. There wereno CPSUs or CRSUs that vested during 2022. As of December 31, 2024, the balance of unamortized RSU, CPSU and CRSU expense was $2.5 million, $24.4 million and $13.8 million, respectively, which is expected to be recognized over weighted-average periods of 1.2 years for RSUs,1.7 years for CPSUs and 2.0 years for CRSUs. As of December 31, 2024, there was no remaining unamortized stock option expense.
The 676,633 outstanding stock options as of December 31, 2024, which were all exercisable, had an intrinsic value of $0.6 million and a weighted-average remaining contractual life of 2.5 years. Stock options that were exercised during 2024 had an intrinsic value of$3.1 million.
For the years ended December 31, 2024, 2023 and 2022, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements for employees of $38.8 million, $10.5 million and $7.4 million, respectively. Additionally for the same periods, the Company recognized as part of general and administrative expenses, costs for share-based awards to non-employee directors of $1.5 million, $1.7 million and $1.6 million, respectively. The aggregate tax benefits for these awards were approximately $0.7 million, $0.3 million and $0.9 million, for the respective periods. During the year ended December 31, 2023, share-based compensation was reduced by $0.5 million due to the modification of certain share-based awards. The modifications related to the separation of certain employees from the Company. The modifications also resulted in a modification-date fair value totaling $0.4 million which was amortized as share-based compensation expense through March 2024.
- Employee Benefit Plans
Defined Benefit Pension Plan
The Company has a defined benefit pension plan that covers certain of its executive, professional, administrative and clerical employees, subject to certain specified service requirements. The pension plan is noncontributory and benefits are based on an employee’s years of service and “final average earnings,” as defined by the pension plan. The pension plan provides reduced benefits for early retirement and takes into account offsets for social security benefits. The Company also has an unfunded supplemental retirement plan (“Benefit Equalization Plan”) for certain employees whose benefits under the defined benefit pension plan were reduced because of compensation limitations under federal tax laws. Effective June 1, 2004, all benefit accruals under the Company’s pension plan and Benefit Equalization Plan were frozen; however, the current vested benefit was preserved. Pension disclosure as presented below includes aggregated amounts for both of the Company’s plans, except where otherwise indicated.
The Company historically has used the date of its year-end as its measurement date to determine the funded status of the pension plan.
The long-term investment goals of the Company’s pension plan are to manage the assets in accordance with the legal requirements of all applicable laws; produce investment returns which maximize return within reasonable and prudent levels of risks; and achieve a fully funded status with regard to pension liabilities. Some risk must be assumed in order to achieve the investment goals. Investments with the ability to withstand short and intermediate term variability are considered and some interim fluctuations in market value and rates of return are tolerated in order to achieve the pension plan’s longer-term objectives.
The pension plan’s assets are managed by a third-party investment manager. The Company monitors investment performance and risk on an ongoing basis.
The following table sets forth a summary of net periodic benefit cost for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Interest cost | $3,651 | $3,839 | $2,594 |
| Service cost | 988 | 1,000 | 945 |
| Expected return on plan assets | (3,763) | (3,875) | (3,890) |
| Recognized net actuarial losses | 1,803 | 1,699 | 2,571 |
| Net periodic benefit cost | $2,679 | $2,663 | $2,220 |
| Actuarial assumptions used to determine net cost: | |||
| Discount rate | 4.95% | 5.16% | 2.65% |
| Expected return on assets | 6.25% | 6.25% | 5.75% |
| Rate of increase in compensation | N/A | N/A | N/A |
The target asset allocation for the Company’s pension plan by asset category for 2025 and the actual asset allocation as of December 31, 2024 and 2023 by asset category are as follows:
| Percentage of Plan Assets as of December 31, | |||
|---|---|---|---|
| Actual Allocation | |||
| Asset Category · 2024 · 2023 | |||
| Cash | 5% | 5% | 6% |
| Equity funds: | |||
| Domestic | 42 | 44 | 43 |
| International | 18 | 16 | 18 |
| Fixed income funds | 35 | 35 | 33 |
| Total | 100% | 100% | 100% |
The Company expects to contribute approximately $2.4 million to its defined benefit pension plan in 2025.
Future benefit payments under the plans for the next ten years are estimated as follows:
| (in thousands) | |
|---|---|
| Year ended December 31, | |
| 2025 | $6,767 |
| 2026 | 6,707 |
| 2027 | 6,603 |
| 2028 | 6,465 |
| 2029 | 6,301 |
| 2030-2034 | 28,380 |
| Total | $61,223 |
The following tables provide a reconciliation of the changes in the fair value of plan assets and plan benefit obligations during 2024 and 2023, and a summary of the funded status as of December 31, 2024 and 2023:
| Year Ended December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Change in Fair Value of Plan Assets | ||
| Balance at beginning of year | $57,882 | $56,157 |
| Actual return on plan assets | 7,227 | 7,917 |
| Company contribution | 2,861 | 1,526 |
| Benefit payments | (7,723) | (7,718) |
| Balance at end of year | $60,247 | $57,882 |
| Year Ended December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Change in Benefit Obligations | ||
| Balance at beginning of year | $77,443 | $79,058 |
| Interest cost | 3,651 | 3,839 |
| Service cost | 988 | 1,000 |
| Assumption change (gain) loss | (3,161) | 1,281 |
| Actuarial (gain) loss | 383 | (17) |
| Benefit payments | (7,723) | (7,718) |
| Balance at end of year | $71,581 | $77,443 |
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Funded status | $(11,334) | $(19,561) |
| Net unfunded amounts recognized in Consolidated Balance Sheets consist of: | ||
| Current liabilities | $(295) | $(309) |
| Long-term liabilities | (11,039) | (19,252) |
| Total net unfunded amount recognized in Consolidated Balance Sheets | $(11,334) | $(19,561) |
Amounts not yet recognized in net periodic benefit cost and included in accumulated other comprehensive loss consist of net actuarial losses before income taxes of $36.7 million and $44.8 million as of December 31, 2024 and 2023, respectively.
The discount rate used in determining the accumulated post-retirement benefit obligation was 5.5% and 5.0% as of December 31, 2024 and 2023, respectively. The discount rate used for the accumulated post-retirement obligation was derived using a blend of U.S. Treasury and high-quality corporate bond discount rates.
The expected long-term rate of return on assets assumption was 6.3% for both 2024 and 2023. The expected long-term rate of return on assets assumption was developed considering forward looking capital market assumptions and historical return expectations for each asset class assuming the plans’ target asset allocation and full availability of invested assets.
Closely held fund strategies seek to capitalize on inefficiencies identified across different asset classes or markets and include investments in both long and short equity securities.
Plan assets were measured at fair value. Mutual funds are public investment vehicles valued using the Net Asset Value (“NAV”) of shares held by the pension plan at year-end. Fixed income funds are valued based on quoted market prices in active markets. Closely held funds, which are only available through private offerings, do not have readily determinable fair values. Estimates of fair value of these funds were determined using the information provided by the fund managers and are generally based on the NAV per share or its equivalent.
The following table sets forth the pension plan assets at fair value in accordance with the fair value hierarchy described in Note 12:
| As of December 31, 2024 · As of December 31, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fair Value Hierarchy | Fair Value Hierarchy | |||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| Cash and cash equivalents | $3,177 | $— | $— | $3,177 | $3,464 | $— | $— | $3,464 |
| Fixed income funds | — | 3,133 | — | 3,133 | 1,520 | 3,063 | — | 4,583 |
| Mutual funds | 46,467 | — | — | 46,467 | 41,687 | — | — | 41,687 |
| $49,644 | $3,133 | $— | $52,777 | $46,671 | $3,063 | $— | $49,734 | |
| Closely held funds(a) | ||||||||
| Equity partnerships | 2,139 | 3,826 | ||||||
| Hedge fund investments | 5,331 | 4,322 | ||||||
| Total closely held funds(a) | 7,470 | 8,148 | ||||||
| Total | $49,644 | $3,133 | $— | $60,247 | $46,671 | $3,063 | $— | $57,882 |
(a)The pension plan’s investments in closely held funds are not categorized in the fair value hierarchy because they are measured at NAV using the practical expedient under ASC 820, Fair Value Measurement (“ASC 820”). The underlying holdings of closely held funds were composed of a combination of Level 1, 2 and 3 investments, and in some cases, may also include investments not categorized in the fair value hierarchy because they are measured at NAV using the practical expedient, as described above. The pension plan assets included investments in hedge funds and equity partnerships which do not have readily determinable fair values. The underlying holdings of the funds were composed of a combination of assets for which the estimate of fair value is determined using information provided by fund managers.
The plans have benefit obligations in excess of the fair value of each plan’s assets as follows:
| As of December 31, 2024 | As of December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| (in thousands) | PensionPlan | BenefitEqualizationPlan | Total | PensionPlan | BenefitEqualizationPlan | Total |
| Projected benefit obligation | $69,248 | $2,333 | $71,581 | $74,831 | $2,612 | $77,443 |
| Accumulated benefit obligation | $69,248 | $2,333 | $71,581 | $74,831 | $2,612 | $77,443 |
| Fair value of plans' assets | $60,247 | $— | $60,247 | $57,882 | $— | $57,882 |
| Projected benefit obligation greater than fair value of plans' assets | $9,001 | $2,333 | $11,334 | $16,949 | $2,612 | $19,561 |
| Accumulated benefit obligation greater than fair value of plans' assets | $9,001 | $2,333 | $11,334 | $16,949 | $2,612 | $19,561 |
Section 401(k) Plan
The Company has a contributory Section 401(k) plan which covers its executive, professional, administrative and clerical employees, subject to certain specified service requirements. The cost recognized by the Company for its 401(k) plan was $4.4 million in 2024 and $4.1 million in both 2023 and 2022. The Company’s contribution is based on a non-discretionary match of employees’ contributions, as defined by the plan.
Multiemployer Plans
In addition to the Company’s defined benefit pension and contribution plans discussed above, the Company participates in multiemployer pension plans for its union construction employees. Contributions are based on the hours worked by employees covered under various collective bargaining agreements. Under the Employee Retirement Income Security Act, a contributor to a multiemployer plan is only liable for its proportionate share of a plan’s unfunded vested liability upon termination, or withdrawal from a plan. The Company currently has no intention of withdrawing from any of the multiemployer pension plans in which it participates and, therefore, has not recognized a liability for its proportionate share of any unfunded vested liabilities associated with these plans.
The following table summarizes key information for the plans that the Company made significant contributions to during the three years ended December 31:
| Pension Protections ActZone Status · FIP/RPStatusPending orImplemented(a) · Company Contributions(amounts in millions) · ExpirationDate ofCollectiveBargainingAgreement | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pension Fund | EIN/PensionPlan Number | 2024 | 2023 | 2024(b) | 2023 | 2022 | SurchargeImposed | |||||
| Construction Laborers Pension Trust for Southern California | 43-6159056 | Green | Green | N/A | $5.2 | $2.1 | $3.4 | No | 6/30/2026 | |||
| The Pension, Hospitalization and Benefit Plan of the Electrical Industry - Pension Trust Fund | 13-6123601/001 | Green | Green | N/A | 3.4 | 4.2(c) | 6.7 | No | 4/15/2025 | |||
| Southwest Carpenters Pension Trust | 95-6042875 | Green | Green | N/A | 2.7 | 1.3 | 1.0 | No | 6/30/2026 | |||
| Operating Engineers Pension Trust | 95-6032478 | Green | Green | N/A | 2.6 | 2.4 | 3.4 | No | 6/30/2025 | |||
| Carpenters Pension Trust Fund for Northern California | 94-6050970 | Red | Red | Implemented | 2.5 | 2.5 | 2.4 | No | 6/30/2027 | |||
(a)The “FIP/RP Status Pending or Implemented” column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or implemented.
(b)The Company's contributions as a percentage of total plan contributions were not available for the 2024 plan year for any of the above pension funds.
(c)These amounts exceeded 5% of the respective total plan contributions.
In addition to the individually significant plans described above, the Company also contributed approximately $31.5 million in 2024, $36.3 million in 2023 and $41.7 million in 2022 to other multiemployer pension plans. Funding for these payments is principally provided for in the contracts with our customers.
- Fair Value Measurements
The fair value hierarchy established by ASC 820 prioritizes the use of inputs used in valuation techniques into the following three levels:
Level 1 inputs are observable quoted prices in active markets for identical assets or liabilities
Level 2 inputs are observable, either directly or indirectly, but are not Level 1 inputs
Level 3 inputs are unobservable
The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2024 and 2023:
| As of December 31, 2024 · As of December 31, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fair Value Hierarchy | Fair Value Hierarchy | |||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| Cash and cash equivalents(a) | $455,084 | $— | $— | $455,084 | $380,564 | $— | $— | $380,564 |
| Restricted cash(a) | 9,104 | — | — | 9,104 | 14,116 | — | — | 14,116 |
| Restricted investments(b) | — | 139,986 | — | 139,986 | — | 130,287 | — | 130,287 |
| Investments in lieu of retention(c) | 38,359 | 106,765 | — | 145,124 | 19,988 | 86,961 | — | 106,949 |
| Total | $502,547 | $246,751 | $— | $749,298 | $414,668 | $217,248 | $— | $631,916 |
(a)Includes money market funds and short-term investments with maturity dates ofthree months or less when acquired.
(b)Restricted investments, as of December 31, 2024 and 2023, consist of AFS debt securities, which are valued based on pricing models determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.
(c)Investments in lieu of retention are included in retention receivable as of December 31, 2024 and 2023, and are composed of money market funds of $38.4 million and $20.0 million, respectively, and AFS debt securities of $106.8 million and
$87.0 million, respectively. The fair values of the money market funds are measured using quoted market prices; therefore, they are classified as Level 1 assets. The fair values of AFS debt securities are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.
Investments in AFS debt securities consisted of the following as of December 31, 2024 and 2023:
| As of December 31, 2024 | As of December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value |
| Restricted investments: | ||||||||
| Corporate debt securities | $118,421 | $603 | $(1,242) | $117,782 | $95,903 | $762 | $(2,202) | $94,463 |
| U.S. government agency securities | 16,323 | 35 | (663) | 15,695 | 29,082 | 18 | (1,054) | 28,046 |
| Municipal bonds | 7,159 | — | (831) | 6,328 | 8,227 | 5 | (914) | 7,318 |
| Corporate certificates of deposit | 200 | — | (19) | 181 | 498 | — | (38) | 460 |
| Total restricted investments | 142,103 | 638 | (2,755) | 139,986 | 133,710 | 785 | (4,208) | 130,287 |
| Investments in lieu of retention: | ||||||||
| Corporate debt securities | 106,014 | 224 | (491) | 105,747 | 87,601 | 246 | (1,950) | 85,897 |
| Municipal bonds | 830 | 188 | — | 1,018 | 823 | 241 | — | 1,064 |
| Total investments in lieu of retention | 106,844 | 412 | (491) | 106,765 | 88,424 | 487 | (1,950) | 86,961 |
| Total AFS debt securities | $248,947 | $1,050 | $(3,246) | $246,751 | $222,134 | $1,272 | $(6,158) | $217,248 |
The following table summarizes the fair value and gross unrealized losses aggregated by category and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2024 and 2023:
| As of December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Less than 12 Months | 12 Months or Greater | Total | ||||
| (in thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses |
| Restricted investments: | ||||||
| Corporate debt securities | $23,985 | $(159) | $30,384 | $(1,083) | $54,369 | $(1,242) |
| U.S. government agency securities | 4,371 | (43) | 10,699 | (620) | 15,070 | (663) |
| Municipal bonds | 704 | (13) | 5,560 | (818) | 6,264 | (831) |
| Corporate certificates of deposit | — | — | 181 | (19) | 181 | (19) |
| Total restricted investments | 29,060 | (215) | 46,824 | (2,540) | 75,884 | (2,755) |
| Investments in lieu of retention: | ||||||
| Corporate debt securities | 24,470 | (149) | 37,755 | (342) | 62,225 | (491) |
| Total investments in lieu of retention | 24,470 | (149) | 37,755 | (342) | 62,225 | (491) |
| Total AFS debt securities | $53,530 | $(364) | $84,579 | $(2,882) | $138,109 | $(3,246) |
| As of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Less than 12 Months | 12 Months or Greater | Total | ||||
| (in thousands) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses |
| Restricted investments: | ||||||
| Corporate debt securities | $4,971 | $(3) | $40,649 | $(2,199) | $45,620 | $(2,202) |
| U.S. government agency securities | 1,280 | (4) | 22,858 | (1,050) | 24,138 | (1,054) |
| Municipal bonds | 99 | (2) | 7,038 | (912) | 7,137 | (914) |
| Corporate certificates of deposit | — | — | 460 | (38) | 460 | (38) |
| Total restricted investments | 6,350 | (9) | 71,005 | (4,199) | 77,355 | (4,208) |
| Investments in lieu of retention: | ||||||
| Corporate debt securities | 11,398 | (55) | 49,726 | (1,895) | 61,124 | (1,950) |
| Total investments in lieu of retention | 11,398 | (55) | 49,726 | (1,895) | 61,124 | (1,950) |
| Total AFS debt securities | $17,748 | $(64) | $120,731 | $(6,094) | $138,479 | $(6,158) |
The amortized cost and fair value of AFS debt securities by contractual maturity as of December 31, 2024 are summarized in the table below. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.
| (in thousands) | Amortized Cost | Fair Value |
|---|---|---|
| Due within one year | $82,693 | $82,096 |
| Due after one year through five years | 155,400 | 154,783 |
| Due after five years | 10,854 | 9,872 |
| Total | $248,947 | $246,751 |
The carrying values of receivables, payables and other amounts arising out of normal contract activities, including retention, which may be settled beyond one year, are estimated to approximate fair value. Of the Company’s long-term debt, the fair value of the 2024 Senior Notes was $441.9 million as of December 31, 2024 and the fair value of the 2017 Senior Notes was
$490.9 million as of December 31, 2023. The fair values of the 2024 and 2017 Senior Notes were determined using Level 1 inputs, specifically current observable market prices. The fair value of the Term Loan B was $121.9 million and $358.9 million as of December 31, 2024 and 2023, respectively. The fair values of the Term Loan B were determined using Level 2 inputs, specifically third-party quoted market prices. The reported value of the Company’s remaining borrowings approximates fair value as of December 31, 2024 and 2023.
- Variable Interest Entities (VIEs)
The Company may form joint ventures or partnerships with third parties for the execution of projects. In accordance with ASC 810, the Company assesses its partnerships and joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether a joint venture is a VIE.
ASC 810 also requires the Company to determine whether it is the primary beneficiary of the VIE. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the VIE and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the Company is the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. In accordance with ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is performed continuously.
As of December 31, 2024, the Company had unconsolidated VIE-related current assets and liabilities of $26.7 million and $24.8 million, respectively, included in the Company’s Consolidated Balance Sheets. As of December 31, 2023, the Company had unconsolidated VIE-related current assets and liabilities of $0.5 million and $0.1 million, respectively, included in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments. There were no future funding requirements for the unconsolidated VIEs as of December 31, 2024.
As of December 31, 2024, the Company’s Consolidated Balance Sheets included current and noncurrent assets of $475.6 million and $19.9 million, respectively, as well as current liabilities of $385.5 million related to the operations of its consolidated VIEs. As of December 31, 2023, the Company’s Consolidated Balance Sheets included current and noncurrent assets of $503.1 million and $35.1 million, respectively, as well as current liabilities of $505.0 million related to the operations of its consolidated VIEs.
Below is a discussion of some of the Company’s more significant or unique VIEs.
The Company established a joint venture to construct the Purple Line Extension Section 2 (Tunnels and Stations) and Section 3 (Stations) mass-transit projects in Los Angeles, California with an original combined value of approximately $2.8 billion. The Company has a 75% interest in the joint venture with the remaining 25% held by O&G Industries, Inc. (“O&G”). The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.
The Company established a joint venture with O&G to construct the Manhattan Jail project, a $3.76 billion design-build construction project in New York. The Company has a 75% interest in the joint venture with the remaining 25% held by O&G. The joint venture will initially be financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.
- Business Segments
The Company offers general contracting, pre-construction planning and comprehensive project management services, including planning and scheduling of manpower, equipment, materials and subcontractors required for the timely completion of a project in accordance with the terms and specifications contained in a construction contract. The Company also offers self-performed construction services: site work, concrete forming and placement, steel erection, electrical, mechanical, plumbing, and HVAC (heating, ventilation and air conditioning). As described below, the Company’s business is conducted through three segments: Civil, Building and Specialty Contractors. These segments are determined based on how the Company’s Chairman and Chief Executive Officer as of December 31, 2024, who was the Company’s chief operating decision maker (“CODM”) until transitioning to the role of Executive Chairman effective January 1, 2025, aggregates business units when evaluating performance and allocating resources. The CODM uses segment operating profit predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a periodic basis for segment operating profit when making decisions about allocating resources to the segments.
The Civil segment specializes in public works construction and the replacement and reconstruction of infrastructure. The contracting services provided by the Civil segment include construction and rehabilitation of highways, bridges, tunnels, mass-transit systems, military facilities, and water management and wastewater treatment facilities.
The Building segment has significant experience providing services for private and public works customers in a number of specialized building markets, including: hospitality and gaming, transportation, healthcare, commercial offices, government facilities, sports and entertainment, education, correctional and detention facilities, biotech, pharmaceutical, industrial and technology.
The Specialty Contractors segment specializes in electrical, mechanical, plumbing, HVAC and fire protection systems for a full range of civil and building construction projects in the industrial, commercial, hospitality and gaming, and mass-transit end markets. This segment provides the Company with unique strengths and capabilities that allow the Company to position itself as a full-service contractor with greater control over scheduled work, project delivery, and cost and risk management.
To the extent that a contract is co-managed and co-executed among segments, the Company allocates the share of revenues and costs of the contract to each segment to reflect the shared responsibilities in the management and execution of the project.
The following tables set forth certain reportable segment information relating to the Company’s operations for the years ended December 31, 2024, 2023 and 2022:
| Reportable Segments | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | Civil | Building | SpecialtyContractors | Total | Corporate | ConsolidatedTotal |
| Total revenue | $2,248,659 | $1,666,862 | $590,822 | $4,506,343 | $— | $4,506,343 |
| Elimination of intersegment revenue | (129,706) | (49,325) | (390) | (179,421) | — | (179,421) |
| Revenue from external customers | $2,118,953 | $1,617,537 | $590,432 | $4,326,922 | $— | $4,326,922 |
| Reconciliation of revenue to income (loss) from construction operations | ||||||
| Less: Segment expenses(a) | $1,980,692 | $1,641,674 | $693,777 | $4,316,143 | $114,532 | $4,430,675 |
| Income (loss) from construction operations(b) | $138,261 | $(24,137) | $(103,345) | $10,779 | $(114,532)(c) | $(103,753) |
| Capital expenditures | $27,040 | $613 | $530 | $28,183 | $9,226 | $37,409 |
| Depreciation and amortization(d) | $42,521 | $2,270 | $2,333 | $47,124 | $6,663 | $53,787 |
| Total revenue | $1,971,194 | $1,302,636 | $694,038 | $3,967,868 | $— | $3,967,868 |
| Elimination of intersegment revenue | (87,329) | (97) | (215) | (87,641) | — | (87,641) |
| Revenue from external customers | $1,883,865 | $1,302,539 | $693,823 | $3,880,227 | $— | $3,880,227 |
| Reconciliation of revenue to income (loss) from construction operations | ||||||
| Less: Segment expenses(a) | $1,685,256 | $1,393,745 | $838,645 | $3,917,646 | $77,178 | $3,994,824 |
| Income (loss) from construction operations(e) | $198,609 | $(91,206) | $(144,822) | $(37,419) | $(77,178)(c) | $(114,597) |
| Capital expenditures | $41,318 | $3,932 | $1,250 | $46,500 | $6,453 | $52,953 |
| Depreciation and amortization(d) | $31,685 | $2,227 | $2,445 | $36,357 | $8,872 | $45,229 |
| Total revenue | $1,956,968 | $1,305,468 | $813,531 | $4,075,967 | $— | $4,075,967 |
| Elimination of intersegment revenue | (222,086) | (62,897) | (229) | (285,212) | — | (285,212) |
| Revenue from external customers | $1,734,882 | $1,242,571 | $813,302 | $3,790,755 | $— | $3,790,755 |
| Reconciliation of revenue to income (loss) from construction operations | ||||||
| Less: Segment expenses(a) | $1,713,759 | $1,235,405 | $981,321 | $3,930,485 | $65,034 | $3,995,519 |
| Income (loss) from construction operations(f) | $21,123 | $7,166 | $(168,019) | $(139,730) | $(65,034)(c) | $(204,764) |
| Capital expenditures | $49,819 | $2,333 | $2,545 | $54,697 | $5,083 | $59,780 |
| Depreciation and amortization(d) | $51,123 | $1,713 | $2,098 | $54,934 | $9,430 | $64,364 |
(a)Segment expenses include the total expenses that are deducted from revenue to determine income (loss) from construction operations. The CODM regularly receives and reviews the total expenses for each segment.
(b)During the year ended December 31, 2024, the Company’s income (loss) from construction operations in the Civil segment was impacted by unfavorable adjustments of $101.6 million ($74.3 million after tax, or $1.42 per diluted share) pertaining to an unexpected adverse arbitration decision on a legacy dispute related to a completed Civil segment bridge project in California, which the Company is appealing; $31.8 million ($25.4 million after tax, or $0.48 per share) in the fourth quarter for a project on the West Coast, which primarily resulted from significant changes that have been negotiated, or are being negotiated, that carry lower margin (and lower risk) that reduced the project’s percentage of completion and overall margin percentage; $17.4 million ($12.7 million after tax, or $0.24 per share) due to an unfavorable legal ruling on a completed highway project in Virginia; and $15.1 million ($11.1 million after tax, or $0.21 per diluted share) for changes in estimates on an otherwise profitable mass-transit project in California that is nearly complete. The period was also impacted by a favorable adjustment of $18.4 million ($13.5 million after tax, or $0.26 per diluted share) due to a settlement of a claim associated with a completed Civil segment highway tunneling project in the western United States.
The Company’s income (loss) from operations in the Building segment was impacted by unfavorable adjustments of $25.9 million ($18.9 million after tax, or $0.36 per diluted share) on a government building project in Florida that is now nearing completion, primarily due to increased costs associated with external subcontractors and resolution of certain delay change orders, and $20.0 million ($14.6 million after tax, or $0.28 per diluted share) associated with the settlement of a legacy dispute related to a completed Building segment government facility project in Florida.
The Company’s income (loss) from operations in the Specialty Contractors segment was adversely impacted by $17.7 million ($13.0 million after tax, or $0.25 per diluted share) due to an unfavorable judgment on a completed Specialty Contractors segment mass-transit project in California.
(c)Consists primarily of corporate general and administrative expenses. Corporate general and administrative expenses for the year ended December 31, 2024, 2023 and 2022 included share-based compensation expense of $40.4 million ($29.5 million after tax, or $0.56 per diluted share), $12.3 million ($9.0 million after tax, or $0.17 per diluted share), and $9.1 million ($6.6 million after tax, or $0.13 per diluted share), respectively. The increase in share-based compensation expense in 2024 was primarily due to a substantial increase in the Company’s stock price during the year, which impacted the fair value of liability-classified awards. These awards are remeasured at fair value at the end of each reporting period with the change recognized in earnings.
(d)Depreciation and amortization is included in income (loss) from construction operations.
(e)During the year ended December 31, 2023, the Company’s income (loss) from construction operations in the Civil segment was impacted by net unfavorable adjustments related to a settlement that impacted multiple components of a mass-transit project in California. The settlement resolved certain ongoing disputes and increased the expected profit from work to be performed in the future. The settlement resulted in an unfavorable non-cash adjustment of $23.2 million ($17.0 million after tax, or $0.33 per diluted share) to one component of the project that is nearing completion, partially offset by a favorable adjustment of $8.8 million ($7.1 million after tax, or $0.14 per diluted share) on the other component of the project that has substantial scope of work remaining. As a result of the settlement, the net unfavorable impact to the period from these two adjustments is expected to be mitigated by the increased profit generated from future work on the project. The Civil segment was also impacted by net favorable adjustments of $19.0 million ($15.2 million after tax, or $0.29 per diluted share) for a project on the West Coast that primarily resulted from a favorable impact of $58.1 million on the settlement of change orders and changes in estimates due to improved performance, partially offset by a temporary unfavorable non-cash impact of $40.7 million resulting from the successful negotiation of significant lower margin (and lower risk) change orders which increased the project’s overall estimated profit but reduced the project’s percentage of completion and overall margin percentage.
The Company’s income (loss) from operations in the Building segment was adversely impacted an unfavorable adjustment of $14.6 million ($10.7 million after tax, or $0.21 per diluted share) on a government building project in Florida primarily due to increased costs associated with an external subcontractor.
The Company’s income (loss) from operations in the Specialty Contractors segment was adversely impacted by $62.2 million ($45.7 million after tax, or $0.88 per diluted share) of unfavorable non-cash adjustments due to changes in estimates on the electrical and mechanical scope of a completed transportation project in the Northeast associated with changes in the expected recovery on certain unapproved change orders resulting from ongoing negotiations; a non-cash charge of $24.7 million ($18.1 million after tax, or $0.35 per diluted share) that resulted from an adverse legal ruling on an educational facilities project in New York; and an unfavorable adjustment of $16.9 million ($12.4 million after tax, or $0.24 per diluted share) on a multi-unit residential project in New York due to changes in estimates resulting from incremental costs to complete the project and ongoing negotiations on unapproved change orders.
The Company’s income (loss) from construction operations was also unfavorably impacted by an adverse legal ruling on a completed mixed-use project in New York, which resulted in a non-cash, pre-tax charge of $83.6 million ($60.8 million after tax, or $1.17 per diluted share), of which $72.2 million impacted the Building segment and $11.4 million impacted the Specialty Contractors segment, as well as an unfavorable adjustment of $28.3 million ($22.2 million after tax, or $0.43 per diluted share) on a completed transportation project in the Northeast, split evenly between the Civil and Building segments, primarily due to the settlement of certain change orders, changes in estimates due to recent negotiations and incremental cost incurred during project closeout.
(f)During the year ended December 31, 2022, the Company’s income (loss) from construction operations in the Civil segment was adversely impacted by $38.8 million ($30.7 million after tax, or $0.60 per diluted share) for a project on the West Coast, which resulted from the successful negotiation of significant lower margin (and lower risk) change orders that increased the project’s overall estimated profit but reduced the project’s percentage of completion and overall margin percentage; $26.2 million ($18.9 million after tax, or $0.37 per diluted share) of unfavorable non-cash adjustments on a completed highway project in the Northeast due to the reversal on appeal of a previously favorable lower-court ruling; a non-cash charge of $25.5 million ($18.4 million after tax, or $0.36 per diluted share) due to an adverse legal ruling on a dispute related to a completed bridge project in New York; $24.7 million ($17.9 million after tax, or $0.35 per diluted share) of unfavorable adjustments on a mass-transit project in California; and a $16.2 million ($11.7 million after tax, or $0.23 per diluted share) unfavorable non-cash impact related to the settlement of a long-disputed, completed project in Maryland.
The Company’s income (loss) from operations was also negatively impacted by an unfavorable adjustment of $31.4 million ($24.4 million after tax, or $0.48 per diluted share) split evenly between the Civil and Building segments due to changes in estimates on a transportation project in the Northeast.
The Company’s income (loss) from operations in the Specialty Contractors segment was adversely impacted by $46.2 million ($33.5 million after tax, or $0.65 per diluted share) due to unfavorable adjustments related to the unforeseen cost of project close-out issues, remediation work, extended project supervision and associated labor inefficiencies, as well as growth in unapproved change orders on the electrical component of a transportation project in the Northeast; an unfavorable non-cash impact of $43.2 million ($31.4 million after tax, or $0.61 per diluted share) related to an adverse appellate court decision involving the electrical component of a completed mass-transit project in New York; and a non-cash charge of $17.8 million ($12.9 million after tax, or $0.25 per diluted share) that increased cost of operations associated with the partial reversal by an appellate court of previously awarded legal damages related to a completed electrical project in New York.
The above were the only changes in estimates considered material to the Company’s results of operations during the periods presented herein.
Total assets by segment were as follows:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Civil | $3,636,825 | $3,539,608 |
| Building | 1,085,998 | 898,902 |
| Specialty Contractors | 198,952 | 307,171 |
| Corporate and other(a) | (679,065) | (315,825) |
| Total assets | $4,242,710 | $4,429,856 |
(a) Consists principally of cash, equipment, tax-related assets and insurance-related assets, offset by the elimination of assets related to intersegment revenue.
Geographic Information
Information concerning principal geographic areas is as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Revenue: | |||
| United States | $3,743,518 | $3,437,971 | $3,424,574 |
| Foreign and U.S. territories | 583,404 | 442,256 | 366,181 |
| Total revenue | $4,326,922 | $3,880,227 | $3,790,755 |
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Assets: | ||
| United States | $3,759,874 | $3,998,470 |
| Foreign and U.S. territories | 482,836 | 431,386 |
| Total assets | $4,242,710 | $4,429,856 |
Major Customer
Revenue from a single customer with multiple projects impacting the Civil, Building and Specialty Contractors segments represented 17.6%,16.3% and 16.3% of the Company’s consolidated revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
Reconciliation of Segment Information to Consolidated Amounts
A reconciliation of segment results to the consolidated loss before income taxes is as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Loss from construction operations | $(103,753) | $(114,597) | $(204,764) |
| Other income, net | 19,878 | 17,200 | 6,732 |
| Interest expense | (89,133) | (85,157) | (69,638) |
| Loss before income taxes | $(173,008) | $(182,554) | $(267,670) |
- Related Party Transactions
The Company leases, at market rates, certain facilities from an entity owned by Ronald N. Tutor, the Company’s Chairman and Chief Executive Officer as of December 31, 2024, who subsequently transitioned to the role of Executive Chairman effective January 1, 2025. Under these leases, the Company paid $4.0 million in 2024, $3.9 million in 2023 and $3.8 million in 2022, and recognized expense of $2.4 million in 2024, $4.1 million in 2023 and $4.6 million in 2022. In addition, on November 4, 2022, the Company purchased a property from another entity owned by Mr. Tutor, which was developed into a new equipment yard to replace an equipment yard the Company leased from an entity owned by Mr. Tutor. The Company paid $4.1 million to purchase this property, which was the amount that Mr. Tutor paid to acquire the property from an unrelated third party shortly before the Company decided that it wanted to own and operate the property. At the time the new property was purchased, Mr. Tutor and the Company amended the existing equipment yard lease, which originally ran through July 2038, to expire earlier if the Company relocated to the new equipment yard and surrendered the leased yard back to the entity owned by Mr. Tutor. The existing equipment yard lease with the entity owned by Mr. Tutor expired pursuant to its terms on December 31, 2024 with no significant incremental costs expected to be incurred by the Company.
Raymond R. Oneglia, Vice Chairman of the Board of Directors of O&G, is a director of the Company. The Company occasionally forms construction project joint ventures with O&G. During the three years ended December 31, 2024, the Company had active joint ventures with O&G including a transportation project in Newark, New Jersey for the Newark AirTrain Replacement, a detention facility project in New York for the Manhattan Jail, andtwo mass-transit projects in Los Angeles, California to construct the Purple Line Extension Section 2 (Tunnels and Stations) and Section 3 (Stations), where the Company’s and O&G’s joint venture interests are 75% and 25%, respectively, in each of these joint ventures. During the three years ended December 31, 2024, the Company also had active joint ventures fortwo completed infrastructure projects in the northeastern United States. O&G may provide equipment and services to these joint ventures on customary trade terms. There were no material payments made by these joint ventures to O&G for equipment or services during the years ended December 31, 2024, 2023 or 2022. During the year ended December 31, 2024, the Company also has an active joint venture with O&G for a bridge replacement project in Connecticut, in which the Company’s and O&G’s joint venture interests are 30% and 70%, respectively. The Company and its subsidiaries may provide equipment and services to this joint venture on customary trade terms. There were no material payments made by the joint venture to the Company for equipment or services during the year ended December 31, 2024.
Peter Arkley, President of National Brokerage at Alliant Insurance Services, Inc. (“Alliant”), is a director of the Company. The Company uses Alliant for various insurance-related services. The associated expenses for services provided for the years ended December 31, 2024, 2023 and 2022 were $14.9 million, $15.3 million and $11.4 million, respectively. The Company owed Alliant $6.0 million and $0.3 million as of December 31, 2024 and 2023, respectively, for services rendered.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.