TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
| | | | | | | | | | | |
| (in thousands, except share and per share amounts) | As of June 30,
2022 | | As of December 31,
2021 |
| | | |
| ASSETS |
| CURRENT ASSETS: | | | |
Cash and cash equivalents ($169,266 and $102,679 related to variable interest entities (“VIEs”)) | $ | 309,267 | | | $ | 202,197 | |
| Restricted cash | 4,485 | | | 9,199 | |
| Restricted investments | 84,498 | | | 84,355 | |
Accounts receivable ($99,872 and $116,415 related to VIEs) | 1,337,017 | | | 1,454,319 | |
Retention receivable ($178,575 and $162,259 related to VIEs) | 552,695 | | | 568,881 | |
Costs and estimated earnings in excess of billings ($67,874 and $143,105 related to VIEs) | 1,372,640 | | | 1,356,768 | |
Other current assets ($42,844 and $43,718 related to VIEs) | 207,881 | | | 186,773 | |
| Total current assets | 3,868,483 | | | 3,862,492 | |
PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $507,400 and $483,417 (net P&E of $13,905 and $2,203 related to VIEs) | 427,894 | | | 429,645 | |
| GOODWILL | 205,143 | | | 205,143 | |
| INTANGIBLE ASSETS, NET | 74,891 | | | 85,068 | |
| OTHER ASSETS | 143,272 | | | 142,550 | |
| TOTAL ASSETS | $ | 4,719,683 | | | $ | 4,724,898 | |
| | | |
| LIABILITIES AND EQUITY |
| CURRENT LIABILITIES: | | | |
| Current maturities of long-term debt | $ | 30,565 | | | $ | 24,406 | |
Accounts payable ($66,971 and $96,097 related to VIEs) | 555,365 | | | 512,056 | |
Retention payable ($39,580 and $37,007 related to VIEs) | 227,725 | | | 268,945 | |
Billings in excess of costs and estimated earnings ($458,713 and $355,270 related to VIEs) | 956,735 | | | 761,689 | |
Accrued expenses and other current liabilities ($10,880 and $8,566 related to VIEs) | 192,931 | | | 210,017 | |
| Total current liabilities | 1,963,321 | | | 1,777,113 | |
LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $15,575 and $17,109 | 937,743 | | | 969,248 | |
| DEFERRED INCOME TAXES | 6,836 | | | 70,989 | |
| OTHER LONG-TERM LIABILITIES | 243,837 | | | 233,828 | |
| TOTAL LIABILITIES | 3,151,737 | | | 3,051,178 | |
COMMITMENTS AND CONTINGENCIES (NOTE 10) | | | |
| EQUITY | | | |
| Stockholders' equity: | | | |
Preferred stock - authorized 1,000,000 shares ($1 par value), none issued | — | | | — | |
Common stock - authorized 112,500,000 shares ($1 par value), issued and outstanding 51,357,691 and 51,095,706 shares | 51,358 | | | 51,096 | |
| Additional paid-in capital | 1,137,966 | | | 1,133,150 | |
| Retained earnings | 429,673 | | | 514,310 | |
| Accumulated other comprehensive loss | (48,963) | | | (43,635) | |
| Total stockholders' equity | 1,570,034 | | | 1,654,921 | |
| Noncontrolling interests | (2,088) | | | 18,799 | |
| TOTAL EQUITY | 1,567,946 | | | 1,673,720 | |
| TOTAL LIABILITIES AND EQUITY | $ | 4,719,683 | | | $ | 4,724,898 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
| | | | | | | | | | | |
| Six Months Ended June 30, |
| (in thousands) | 2022 | | 2021 |
| Cash Flows from Operating Activities: | | | |
Net income (loss) | $ | (80,833) | | | $ | 66,716 | |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | |
| Depreciation | 28,344 | | | 44,821 | |
| Amortization of intangible assets | 10,177 | | | 17,314 | |
| Share-based compensation expense | 4,814 | | | 5,033 | |
| Change in debt discounts and deferred debt issuance costs | 1,817 | | | 3,868 | |
| Deferred income taxes | (61,145) | | | 2,213 | |
| (Gain) loss on sale of property and equipment | (168) | | | 360 | |
| Changes in other components of working capital | 269,104 | | | (278,943) | |
| Other long-term liabilities | 7,885 | | | 6,801 | |
| Other, net | (1,297) | | | 515 | |
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 178,698 | | | (131,302) | |
| | | |
| Cash Flows from Investing Activities: | | | |
| Acquisition of property and equipment | (28,845) | | | (18,860) | |
| Proceeds from sale of property and equipment | 6,420 | | | 3,623 | |
| Investments in securities | (10,409) | | | (18,096) | |
| Proceeds from maturities and sales of investments in securities | 4,919 | | | 10,497 | |
| NET CASH USED IN INVESTING ACTIVITIES | (27,915) | | | (22,836) | |
| | | |
| Cash Flows from Financing Activities: | | | |
| Proceeds from debt | 412,357 | | | 308,181 | |
| Repayment of debt | (439,236) | | | (367,007) | |
| Cash payments related to share-based compensation | (1,009) | | | (1,625) | |
| Distributions paid to noncontrolling interests | (24,500) | | | (7,250) | |
| Contributions from noncontrolling interests | 3,961 | | | 4,000 | |
| | | |
| NET CASH USED IN FINANCING ACTIVITIES | (48,427) | | | (63,701) | |
| | | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 102,356 | | | (217,839) | |
| Cash, cash equivalents and restricted cash at beginning of period | 211,396 | | | 451,852 | |
| Cash, cash equivalents and restricted cash at end of period | $ | 313,752 | | | $ | 234,013 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(1)Basis of Presentation
The Condensed Consolidated Financial Statements do not include footnotes and certain financial information normally presented annually under generally accepted accounting principles in the United States (“GAAP”). Therefore, they should be read in conjunction with the audited consolidated financial statements and the related notes included in Tutor Perini Corporation’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three and six months ended June 30, 2022 may not be indicative of the results that will be achieved for the full year ending December 31, 2022.
In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the Company’s consolidated financial position as of June 30, 2022 and its consolidated statements of operations and cash flows for the interim periods presented. Intercompany balances and transactions have been eliminated. Certain amounts in the notes to the condensed consolidated financial statements of prior years have been reclassified to conform to the current year presentation.
(2)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 three and six months ended June 30, 2022 and 2021.
| | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in thousands) | 2022 | 2021 | | 2022 | 2021 |
| Civil segment revenue by end market: | | | | | |
| Mass transit (includes certain transportation and tunneling projects) | $ | 225,574 | | $ | 366,534 | | | $ | 482,712 | | $ | 675,409 | |
| Bridges | 85,073 | | 65,775 | | | 126,320 | | 111,942 | |
| Military defense facilities | 60,355 | | 44,585 | | | 110,149 | | 94,121 | |
| Water | 22,384 | | 24,800 | | | 43,036 | | 51,610 | |
| | | | | |
| Other | 10,236 | | 53,658 | | | 32,200 | | 97,845 | |
| Total Civil segment revenue | $ | 403,622 | | $ | 555,352 | | | $ | 794,417 | | $ | 1,030,927 | |
| | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in thousands) | 2022 | 2021 | | 2022 | 2021 |
| Building segment revenue by end market: | | | | | |
| Municipal and government | $ | 83,826 | | $ | 74,475 | | | $ | 159,781 | | $ | 146,384 | |
| Hospitality and gaming | 24,077 | | 86,145 | | | 100,995 | | 186,712 | |
| Commercial and industrial facilities | 49,309 | | 101,960 | | | 88,395 | | 232,012 | |
| Health care facilities | 50,277 | | 13,598 | | | 85,837 | | 24,007 | |
| Mass transit (includes transportation projects) | 10,447 | | 34,344 | | | 70,648 | | 60,879 | |
| Education facilities | 31,176 | | 46,143 | | | 61,036 | | 84,460 | |
| | | | | |
| Other | 17,829 | | 25,995 | | | 30,897 | | 55,439 | |
| Total Building segment revenue | $ | 266,941 | | $ | 382,660 | | | $ | 597,589 | | $ | 789,893 | |
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in thousands) | 2022 | 2021 | | 2022 | 2021 |
| Specialty Contractors segment revenue by end market: | | | | | |
| Mass transit (includes certain transportation and tunneling projects) | $ | 75,395 | | $ | 148,045 | | | $ | 194,422 | | $ | 329,208 | |
| Commercial and industrial facilities | 36,444 | | 36,637 | | | 66,301 | | 75,386 | |
| Multi-unit residential | 28,243 | | 30,649 | | | 53,181 | | 73,444 | |
| Water | 13,972 | | 17,514 | | | 35,419 | | 38,668 | |
| Federal government | 14,106 | | 455 | | | 20,855 | | 4,502 | |
| Education facilities | 8,165 | | 18,425 | | | 20,441 | | 31,781 | |
| | | | | |
| Other | 14,139 | | 29,506 | | | 30,556 | | 53,029 | |
| Total Specialty Contractors segment revenue | $ | 190,464 | | $ | 281,231 | | | $ | 421,175 | | $ | 606,018 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, 2022 | | Three Months Ended
June 30, 2021 |
| (in thousands) | Civil | Building | Specialty
Contractors | Total | | Civil | Building | Specialty
Contractors | Total |
| Revenue by customer type: | | | | | |
| State and local agencies | $ | 319,411 | | $ | 89,473 | | $ | 91,817 | | $ | 500,701 | | | $ | 481,333 | | $ | 92,275 | | $ | 124,080 | | $ | 697,688 | |
| Federal agencies | 62,991 | | 42,402 | | 3,186 | | 108,579 | | | 49,335 | | 49,287 | | 5,704 | | 104,326 | |
| Private owners | 21,220 | | 135,066 | | 95,461 | | 251,747 | | | 24,684 | | 241,098 | | 151,447 | | 417,229 | |
| Total revenue | $ | 403,622 | | $ | 266,941 | | $ | 190,464 | | $ | 861,027 | | | $ | 555,352 | | $ | 382,660 | | $ | 281,231 | | $ | 1,219,243 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended
June 30, 2022 | | Six Months Ended
June 30, 2021 |
| (in thousands) | Civil | Building | Specialty
Contractors | Total | | Civil | Building | Specialty
Contractors | Total |
| Revenue by customer type: | | | | | |
| State and local agencies | $ | 633,253 | | $ | 213,163 | | $ | 184,048 | | $ | 1,030,464 | | | $ | 871,835 | | $ | 168,856 | | $ | 267,004 | | $ | 1,307,695 | |
| Federal agencies | 113,685 | | 88,500 | | 14,520 | | 216,705 | | | 100,968 | | 99,648 | | 26,941 | | 227,557 | |
| Private owners | 47,479 | | 295,926 | | 222,607 | | 566,012 | | | 58,124 | | 521,389 | | 312,073 | | 891,586 | |
| Total revenue | $ | 794,417 | | $ | 597,589 | | $ | 421,175 | | $ | 1,813,181 | | | $ | 1,030,927 | | $ | 789,893 | | $ | 606,018 | | $ | 2,426,838 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, 2022 | | Three Months Ended
June 30, 2021 |
| (in thousands) | Civil | Building | Specialty
Contractors | Total | | Civil | Building | Specialty
Contractors | Total |
| Revenue by contract type: | | | | | |
| Fixed price | $ | 337,414 | | $ | 64,296 | | $ | 158,036 | | $ | 559,746 | | | $ | 461,068 | | $ | 95,349 | | $ | 246,290 | | $ | 802,707 | |
| Guaranteed maximum price | 301 | | 145,954 | | 3,361 | | 149,616 | | | 498 | | 247,402 | | 2,563 | | 250,463 | |
| Unit price | 72,210 | | — | | 22,064 | | 94,274 | | | 88,516 | | (1,564) | | 28,703 | | 115,655 | |
| Cost plus fee and other | (6,303) | | 56,691 | | 7,003 | | 57,391 | | | 5,270 | | 41,473 | | 3,675 | | 50,418 | |
| Total revenue | $ | 403,622 | | $ | 266,941 | | $ | 190,464 | | $ | 861,027 | | | $ | 555,352 | | $ | 382,660 | | $ | 281,231 | | $ | 1,219,243 | |
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended
June 30, 2022 | | Six Months Ended
June 30, 2021 |
| (in thousands) | Civil | Building | Specialty
Contractors | Total | | Civil | Building | Specialty
Contractors | Total |
| Revenue by contract type: | | | | | |
| Fixed price | $ | 674,407 | | $ | 166,814 | | $ | 357,099 | | $ | 1,198,320 | | | $ | 880,224 | | $ | 179,798 | | $ | 539,758 | | $ | 1,599,780 | |
| Guaranteed maximum price | 594 | | 317,463 | | 8,694 | | 326,751 | | | 1,768 | | 517,856 | | 3,693 | | 523,317 | |
| Unit price | 122,720 | | 33 | | 36,886 | | 159,639 | | | 141,249 | | (1,453) | | 57,000 | | 196,796 | |
| Cost plus fee and other | (3,304) | | 113,279 | | 18,496 | | 128,471 | | | 7,686 | | 93,692 | | 5,567 | | 106,945 | |
| Total revenue | $ | 794,417 | | $ | 597,589 | | $ | 421,175 | | $ | 1,813,181 | | | $ | 1,030,927 | | $ | 789,893 | | $ | 606,018 | | $ | 2,426,838 | |
Changes in Contract Estimates that Impact Revenue
Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or revisions to management’s initial estimates, are recognized in the period in which they are determined. Revenue was negatively impacted during the three and six months ended June 30, 2022 related to performance obligations satisfied (or partially satisfied) in prior periods by $63.6 million and $110.3 million, respectively. Likewise, revenue was negatively impacted during the three and six months ended June 30, 2021 related to performance obligations satisfied (or partially satisfied) in prior periods by $8.9 million and $29.0 million, respectively.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. As of June 30, 2022, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.9 billion, $2.2 billion and $1.3 billion for the Civil, Building and Specialty Contractors segments, respectively. As of June 30, 2021, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $4.3 billion, $1.5 billion and $1.5 billion for the Civil, Building and Specialty Contractors segments, respectively. The Company typically recognizes revenue on Civil segment projects over a period of three to five years, whereas for projects in the Building and Specialty Contractors segments, the Company typically recognizes revenue over a period of one to three years.
(3)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 include amounts due under retention provisions, costs and estimated earnings in excess of billings and capitalized contract costs. The amounts as included on the Condensed Consolidated Balance Sheets consisted of the following:
| | | | | | | | |
| (in thousands) | As of June 30,
2022 | As of December 31,
2021 |
| Retention receivable | $ | 552,695 | | $ | 568,881 | |
| Costs and estimated earnings in excess of billings: | | |
| Claims | 764,430 | | 833,352 | |
| Unapproved change orders | 515,851 | | 418,054 | |
| Other unbilled costs and profits | 92,359 | | 105,362 | |
| Total costs and estimated earnings in excess of billings | 1,372,640 | | 1,356,768 | |
| Capitalized contract costs | 70,400 | | 69,027 | |
| Total contract assets | $ | 1,995,735 | | $ | 1,994,676 | |
Retention receivable represents amounts invoiced to customers where payments have been partially withheld pending the completion of certain milestones, satisfaction of other contractual conditions or the completion of the project. Retention
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
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. As of June 30, 2022, the amount of retention receivable estimated by management to be collected beyond one year is approximately 48% of the balance.
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 Accounting Standards Codification (“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 10, the resolution of these claims and unapproved change orders may require litigation or other forms of dispute resolution proceedings. Other unbilled costs and profits are billable in accordance with the billing terms of each of the existing contractual arrangements and, as such, the timing of contract billing cycles can cause fluctuations in the balance of unbilled costs and profits. Ultimate resolution of other unbilled costs and profits typically involves incremental progress toward contractual requirements or milestones.
Capitalized contract costs are included in other current assets and primarily represent costs to fulfill a contract that (1) directly relate to an existing or anticipated contract, (2) generate or enhance resources that will be used in satisfying performance obligations in the future and (3) are expected to be recovered through the contract. Capitalized contract costs are generally expensed to the associated contract over the period of anticipated use on the project. During the three and six months ended June 30, 2022, $19.0 million and $31.6 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts. During the three and six months ended June 30, 2021, $13.4 million and $25.3 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts.
Contract liabilities include amounts owed under retention provisions and billings in excess of costs and estimated earnings. The amount as reported on the Condensed Consolidated Balance Sheets consisted of the following:
| | | | | | | | |
| (in thousands) | As of June 30,
2022 | As of December 31,
2021 |
| Retention payable | $ | 227,725 | | $ | 268,945 | |
| Billings in excess of costs and estimated earnings | 956,735 | | 761,689 | |
| Total contract liabilities | $ | 1,184,460 | | $ | 1,030,634 | |
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. As of June 30, 2022, the amount of retention payable estimated by management to be remitted beyond one year is approximately 42% of the balance.
Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue. Revenue recognized during the three and six months ended June 30, 2022 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $387.5 million and $425.5 million, respectively. Revenue recognized during the three and six months ended June 30, 2021 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $321.0 million and $458.8 million, respectively.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(4)Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the amounts shown in the Condensed Consolidated Statements of Cash Flows:
| | | | | | | | |
| (in thousands) | As of June 30,
2022 | As of December 31,
2021 |
| Cash and cash equivalents available for general corporate purposes | $ | 85,102 | | $ | 60,192 | |
| Joint venture cash and cash equivalents | 224,165 | | 142,005 | |
| Cash and cash equivalents | 309,267 | | 202,197 | |
| Restricted cash | 4,485 | | 9,199 | |
| Total cash, cash equivalents and restricted cash | $ | 313,752 | | $ | 211,396 | |
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 held as collateral to secure insurance-related contingent obligations, such as insurance claim deductibles, in lieu of letters of credit.
(5)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 and unexercised stock options. Potentially dilutive securities also included the Convertible Notes (as defined in Note 8) prior to their repayment on June 15, 2021; however, the Convertible Notes had no impact on diluted EPS. The Company calculates the effect of the potentially dilutive restricted stock units and stock options using the treasury stock method.
| | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| (in thousands, except per common share data) | 2022 | 2021 | | 2022 | 2021 |
| Net income (loss) attributable to Tutor Perini Corporation | $ | (63,003) | | $ | 31,165 | | | $ | (84,637) | | $ | 47,199 | |
| | | | | |
| Weighted-average common shares outstanding, basic | 51,276 | | 50,999 | | | 51,192 | | 50,956 | |
| Effect of dilutive restricted stock units and stock options | — | | 376 | | | — | | 406 | |
| Weighted-average common shares outstanding, diluted | 51,276 | | 51,375 | | | 51,192 | | 51,362 | |
| | | | | |
| Net income (loss) attributable to Tutor Perini Corporation per common share: | | | | | |
| Basic | $ | (1.23) | | $ | 0.61 | | | $ | (1.65) | | $ | 0.93 | |
| Diluted | $ | (1.23) | | $ | 0.61 | | | $ | (1.65) | | $ | 0.92 | |
| | | | | |
| Anti-dilutive securities not included above | 3,398 | | 1,810 | | | 3,415 | | 1,725 | |
For the three and six months ended June 30, 2022, all outstanding restricted stock units 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 period.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(6)Income Taxes
The Company recognized an income tax benefit of $43.7 million and $47.6 million, resulting in an effective income tax rate of 41.3% and 37.1% for the three and six months ended June 30, 2022, respectively. The effective income tax rates for both periods were higher than the 21% federal statutory rate primarily due to pre-tax losses incurred in both periods and projected for the year. In periods reporting pre-tax losses, a tax benefit increases the effective income tax rate because it increases the tax benefit generated from the pre-tax loss. The tax benefits in the respective periods that caused a higher tax rate were primarily the earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and state income tax benefits (net of federal tax benefits). The effective income tax rates for both periods reflect the impact of a relatively low projected pre-tax loss for the year, which magnifies the impact of tax benefits on the effective income tax rate.
The Company’s effective income tax rate for the three and six months ended June 30, 2021 was 20.4% and 20.9%, respectively. The 2021 periods reported pre-tax income and pre-tax income was projected for the 2021 year, thereby resulting in tax benefits reducing the effective income tax rate. The effective income tax rate was lower than the 21% federal statutory rate primarily due to earnings attributable to noncontrolling interests, for which income taxes are not the responsibility of the Company, with the decrease mostly offset by state income taxes (net of the federal tax benefit).
(7)Goodwill and Intangible Assets
Goodwill
The following table presents the changes in the carrying amount of goodwill since its inception through June 30, 2022:
| | | | | | | | | | | | | | |
| (in thousands) | Civil | Building | Specialty
Contractors | Total |
| Gross goodwill as of December 31, 2021 | $ | 492,074 | | $ | 424,724 | | $ | 156,193 | | $ | 1,072,991 | |
| Accumulated impairment as of December 31, 2021 | (286,931) | | (424,724) | | (156,193) | | (867,848) | |
| Goodwill as of December 31, 2021 | 205,143 | | — | | — | | 205,143 | |
| Current year activity | — | | — | | — | | — | |
| Goodwill as of June 30, 2022 | $ | 205,143 | | $ | — | | $ | — | | $ | 205,143 | |
The Company performed its annual impairment test in the fourth quarter of 2021 and concluded goodwill was not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of our annual impairment test that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount.
The Company will continue to monitor events and circumstances for changes that indicate the Civil reporting unit goodwill would need to be reevaluated for impairment during future interim periods prior to the annual impairment test. These future events and circumstances include, but are not limited to, changes in the overall financial performance of the Civil reporting unit, impacts to our business as a result of the COVID-19 pandemic, as well as other quantitative and qualitative factors which could indicate potential triggering events for possible impairment.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Intangible Assets
Intangible assets consist of the following:
| | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 | | Weighted-Average Amortization Period |
| (in thousands) | Cost | Accumulated
Amortization | Accumulated Impairment Charge | Carrying Value | |
| Trade names (non-amortizable) | $ | 117,600 | | $ | — | | $ | (67,190) | | $ | 50,410 | | | Indefinite |
| Trade names (amortizable) | 69,250 | | (24,767) | | (23,232) | | 21,251 | | | 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 | | (146,060) | | — | | 3,230 | | | 3 years |
| Total | $ | 381,940 | | $ | (193,982) | | $ | (113,067) | | $ | 74,891 | | | |
| | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 | | Weighted-Average Amortization Period |
| (in thousands) | Cost | Accumulated
Amortization | Accumulated Impairment Charge | Carrying Value | |
| Trade names (non-amortizable) | $ | 117,600 | | $ | — | | $ | (67,190) | | $ | 50,410 | | | Indefinite |
| Trade names (amortizable) | 69,250 | | (23,650) | | (23,232) | | 22,368 | | | 20 years |
| Contractor license | 6,000 | | — | | (6,000) | | — | | | N/A |
| Customer relationships | 39,800 | | (23,053) | | (16,645) | | 102 | | | 12 years |
| Construction contract backlog | 149,290 | | (137,102) | | — | | 12,188 | | | 3 years |
| Total | $ | 381,940 | | $ | (183,805) | | $ | (113,067) | | $ | 85,068 | | | |
Amortization expense for the three and six months ended June 30, 2022 was $4.7 million and $10.2 million, respectively. Amortization expense for the three and six months ended June 30, 2021 was $10.7 million and $17.3 million, respectively. As of June 30, 2022, future amortization expense is estimated to be $4.3 million for the remainder of 2022, $2.2 million per year for the years 2023 through 2027 and $9.2 million thereafter.
The Company performed its annual impairment test for non-amortizable trade names during the fourth quarter of 2021. Based on this assessment, the Company concluded that its non-amortizable trade names were not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of our annual impairment test that would indicate impairment of its non-amortizable trade names.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(8)Financial Commitments
Long-Term Debt
Long-term debt as reported on the Condensed Consolidated Balance Sheets consisted of the following:
| | | | | | | | |
| (in thousands) | As of June 30,
2022 | As of December 31,
2021 |
| 2017 Senior Notes | $ | 496,757 | | $ | 496,244 | |
| Term Loan B | 405,231 | | 406,335 | |
| 2020 Revolver | — | | 27,000 | |
| Equipment financing and mortgages | 53,409 | | 56,246 | |
| Other indebtedness | 12,911 | | 7,829 | |
| Total debt | 968,308 | | 993,654 | |
| Less: Current maturities | 30,565 | | 24,406 | |
| Long-term debt, net | $ | 937,743 | | $ | 969,248 | |
The following table reconciles the outstanding debt balances to the reported debt balances as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 | | As of December 31, 2021 |
| (in thousands) | Outstanding Debt | Unamortized Discounts and Issuance Costs | Debt,
as reported | | Outstanding Debt | Unamortized Discounts and Issuance Costs | Debt,
as reported |
| 2017 Senior Notes | $ | 500,000 | | $ | (3,243) | | $ | 496,757 | | | $ | 500,000 | | $ | (3,756) | | $ | 496,244 | |
| Term Loan B | 417,563 | | (12,332) | | 405,231 | | | 419,688 | | (13,353) | | 406,335 | |
The unamortized issuance costs related to the 2020 Revolver were $1.8 million and $2.1 million as of June 30, 2022 and December 31, 2021, respectively, and are included in other assets on the Condensed Consolidated Balance Sheets.
2020 Credit Agreement
On August 18, 2020, the Company entered into a credit agreement (the “2020 Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provides for a $425.0 million term loan B facility (the “Term Loan B”) and a $175.0 million revolving credit facility (the “2020 Revolver”), with sublimits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The Term Loan B will mature on August 18, 2027 and the 2020 Revolver will mature on August 18, 2025, in each case, unless any of the 2017 Senior Notes are outstanding on January 30, 2025 (which is 91 days prior to the maturity of the 2017 Senior Notes), in which case, both the Term Loan B and the 2020 Revolver will mature on January 30, 2025 (subject to certain further exceptions).
The 2020 Credit Agreement permits the Company to repay any or all borrowings outstanding under the 2020 Credit Agreement at any time prior to maturity without penalty. The 2020 Credit Agreement requires the Company to make regularly scheduled payments of principal on the Term Loan B in quarterly installments equal to 0.25% of the initial principal amount of the Term Loan B. The 2020 Credit Agreement also requires the Company to make prepayments on the Term Loan B in connection with certain asset sales, receipts of insurance proceeds, incurrences of unpermitted indebtedness and annual excess cash flow (subject to certain exceptions).
Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provides the Company with the right to increase the commitments under the 2020 Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 1.35:1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) does not exceed 3.50:1.00 and (C) in the case of unsecured indebtedness,
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
(x) the Total Net Leverage Ratio does not exceed 3.50:1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) is no less than 2.00:1.00.
Borrowings under the 2020 Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) (a) LIBOR or (b) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the LIBOR rate for a one-month interest period plus 100 basis points) plus, (ii) an applicable margin. The margin applicable to the Term Loan B is between 4.50% and 4.75% for LIBOR and between 3.50% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the Total Net Leverage Ratio. The margin applicable to the 2020 Revolver is between 4.25% and 4.75% for LIBOR and 3.25% and 3.75% for base rate (which was initially 4.75% for LIBOR and 3.75% for base rate), and, in each case, is based on the First Lien Net Leverage Ratio. In addition to paying interest on outstanding principal under the 2020 Credit Agreement, the Company will pay a commitment fee to the lenders under the 2020 Revolver in respect of the unutilized commitments thereunder. The Company will pay customary letter of credit fees. If a payment or bankruptcy event of default occurs and is continuing, the otherwise applicable margin on overdue amounts will be increased by 2% per annum. The agreement includes provisions for the replacement of LIBOR with an alternative benchmark rate upon LIBOR being discontinued. The weighted-average annual interest rate on borrowings under the 2020 Revolver was 6.91% during the six months ended June 30, 2022.
The 2020 Credit Agreement requires, with respect to the 2020 Revolver only, the Company and its restricted subsidiaries to maintain a maximum First Lien Net Leverage Ratio of 2.75:1:00, stepping down to 2.25:1.00 beginning the quarter ending March 31, 2022. The 2020 Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default. Subject to certain exceptions, substantially all of the Company’s existing and future material wholly-owned subsidiaries unconditionally guarantee the obligations of the Company under the 2020 Credit Agreement; additionally, subject to certain exceptions, the obligations are secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations.
As of June 30, 2022, the entire $175 million was available under the 2020 Revolver. The Company had not utilized the 2020 Revolver for letters of credit. The Company was in compliance with the financial covenants under the 2020 Credit Agreement for the period ended June 30, 2022.
Repurchase and Repayment of Convertible Notes
On June 15, 2021, the Company repaid the $69.9 million outstanding principal balance of the 2.875% Convertible Senior Notes (the “Convertible Notes”).
2017 Senior Notes
On April 20, 2017, the Company issued $500 million in aggregate principal amount of 6.875% Senior Notes due May 1, 2025 (the “2017 Senior Notes”) in a private placement offering. Interest on the 2017 Senior Notes is payable in arrears semi-annually in May and November of each year, beginning in November 2017.
The Company may redeem the 2017 Senior Notes at specified redemption prices described in the indenture. Upon a change of control, holders of the 2017 Senior Notes may require the Company to repurchase all or part of the 2017 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.
The 2017 Senior Notes are senior unsecured obligations of the Company and are guaranteed by substantially all of the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2020 Credit Agreement, as defined above. In addition, the indenture for the 2017 Senior Notes provides for customary covenants, including events of default and restrictions on the payment of dividends and share repurchases.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Interest Expense
Interest expense as reported in the Condensed Consolidated Statements of Operations consisted of the following:
| | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in thousands) | 2022 | 2021 | | 2022 | 2021 |
| Cash interest expense: | | | | | |
| Interest on 2017 Senior Notes | $ | 8,594 | | $ | 8,593 | | | $ | 17,188 | | $ | 17,187 | |
| Interest on Term Loan B | 6,085 | | 6,115 | | | 12,118 | | 12,209 | |
| Interest on 2020 Revolver | 130 | | 552 | | | 633 | | 673 | |
| Interest on Convertible Notes | — | | 418 | | | — | | 921 | |
| Other interest | 479 | | 409 | | | 940 | | 890 | |
| Total cash interest expense | 15,288 | | 16,087 | | | 30,879 | | 31,880 | |
| | | | | |
Non-cash interest expense:(a) | | | | | |
| Amortization of discount and debt issuance costs on Convertible Notes | — | | 941 | | | — | | 2,040 | |
| Amortization of discount and debt issuance costs on Term Loan B | 516 | | 527 | | | 1,021 | | 1,066 | |
| Amortization of debt issuance costs on 2020 Revolver | 141 | | 142 | | | 283 | | 284 | |
| Amortization of debt issuance costs on 2017 Senior Notes | 259 | | 241 | | | 513 | | 478 | |
| Total non-cash interest expense | 916 | | 1,851 | | | 1,817 | | 3,868 | |
| | | | | |
| Total interest expense | $ | 16,204 | | $ | 17,938 | | | $ | 32,696 | | $ | 35,748 | |
____________________________________________________________________________________________________
(a)The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rates for the 2017 Senior Notes and Term Loan B were 7.13% and 6.43%, respectively, for the six months ended June 30, 2022.
(9)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 June 30, 2022, the Company’s operating leases have remaining lease terms ranging from less than one year to 16 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 following table presents components of lease expense for the three and six months ended June 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in thousands) | 2022 | 2021 | | 2022 | 2021 |
| Operating lease expense | $ | 3,912 | | $ | 3,707 | | | $ | 8,069 | | $ | 7,425 | |
Short-term lease expense(a) | 12,991 | | 18,301 | | | 27,435 | | 39,426 | |
| 16,903 | | 22,008 | | | 35,504 | | 46,851 | |
| Less: Sublease income | 190 | | 176 | | | 380 | | 346 | |
| Total lease expense | $ | 16,713 | | $ | 21,832 | | | $ | 35,124 | | $ | 46,505 | |
____________________________________________________________________________________________________
(a)Short-term lease expense includes all leases with lease terms of up to one year. Short-term leases include, among other things, construction equipment rented on an as-needed basis as well as temporary housing.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following table presents supplemental balance sheet information related to operating leases:
| | | | | | | | | | | |
| (dollars in thousands) | Balance Sheet Line Item | As of June 30,
2022 | As of December 31,
2021 |
| Assets | | | |
| Right-of-use assets | Other assets | $ | 56,018 | | $ | 53,462 | |
| Total lease assets | | $ | 56,018 | | $ | 53,462 | |
| Liabilities | | | |
| Current lease liabilities | Accrued expenses and other current liabilities | $ | 7,420 | | $ | 7,481 | |
| Long-term lease liabilities | Other long-term liabilities | 53,025 | | 50,057 | |
| Total lease liabilities | | $ | 60,445 | | $ | 57,538 | |
| Weighted-average remaining lease term | | 11.8 years | 12.0 years |
| Weighted-average discount rate | | 9.35 | % | 9.44 | % |
The following table presents supplemental cash flow information and non-cash activity related to operating leases:
| | | | | | | | |
| Six Months Ended
June 30, |
| (in thousands) | 2022 | 2021 |
| Operating cash flow information: | | |
| Cash paid for amounts included in the measurement of lease liabilities | $ | (7,717) | | $ | (6,855) | |
| Non-cash activity: | | |
| Right-of-use assets obtained in exchange for lease liabilities | $ | 7,887 | | $ | 5,780 | |
The following table presents maturities of operating lease liabilities on an undiscounted basis as of June 30, 2022:
| | | | | |
Year (in thousands) | Operating Leases |
2022 (excluding the six months ended June 30, 2022) | $ | 6,409 | |
| 2023 | 11,255 | |
| 2024 | 8,776 | |
| 2025 | 7,869 | |
| 2026 | 6,489 | |
| Thereafter | 65,120 | |
| Total lease payments | 105,918 | |
| Less: Imputed interest | 45,473 | |
| Total | $ | 60,445 | |
(10)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 3. 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Consequently, these assessments are estimates, and actual amounts may vary from such estimates. In addition, because such matters are typically resolved over long periods of time, the Company’s assets and liabilities may change over time should the circumstances dictate. The description of the legal proceedings listed below include management’s assessment of those proceedings. Management believes that, based on current information and discussions with the Company’s legal counsel, the ultimate resolution of other matters is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
A description of the material pending legal proceedings, other than ordinary routine litigation incidental to the business is as follows:
Five Star Electric Matter
In the third quarter of 2015, Five Star Electric Corp. (“Five Star”), a wholly owned subsidiary of the Company that was acquired in 2011, entered into a tolling agreement (which has since expired) related to an ongoing investigation being conducted by the United States Attorney’s Office for the Eastern District of New York (“USAO EDNY”). Five Star has been cooperating with the USAO EDNY since late June 2014, when it was first made aware of the investigation, and has provided information requested by the government related to its use of certain minority-owned, women-owned, small and disadvantaged business enterprises and certain of Five Star’s employee compensation, benefit and tax practices.
As of June 30, 2022, the Company has concluded that the potential for a material adverse financial impact on Five Star or the Company as a result of the investigation is remote.
Alaskan Way Viaduct Matter
In January 2011, Seattle Tunnel Partners (“STP”), a joint venture between Dragados USA, Inc. and the Company, entered into a design-build contract with the Washington State Department of Transportation (“WSDOT”) for the construction of a large-diameter bored tunnel in downtown Seattle, King County, Washington to replace the Alaskan Way Viaduct, also known as State Route 99. The Company has a 45% interest in STP.
The construction of the large-diameter bored tunnel required the use of a tunnel boring machine (“TBM”). In December 2013, the TBM struck a steel pipe, installed by WSDOT as a well casing for an exploratory well. The TBM was significantly damaged and was required to be repaired. STP has asserted that the steel pipe casing was a differing site condition that WSDOT failed to properly disclose. The Disputes Review Board mandated by the contract to hear disputes issued a decision finding the steel casing was a Type I (material) differing site condition. WSDOT did not accept that finding.
The TBM was insured under a Builder’s Risk Insurance Policy (the “Policy”) with Great Lakes Reinsurance (UK) PLC and a consortium of other insurers (the “Insurers”). STP submitted the claims to the Insurers and requested interim payments under the Policy. The Insurers refused to pay and denied coverage. In June 2015, STP filed a lawsuit in the King County Superior Court, State of Washington seeking declaratory relief concerning contract interpretation, as well as damages as a result of the Insurers’ breach of their obligations under the terms of the Policy. STP is also asserting extra-contractual and statutory claims against the Insurers. STP submitted damages to the Insurers in the King County lawsuit in the amount of $532 million. WSDOT is deemed a plaintiff since WSDOT is an insured under the Policy and had filed its own claim for damages. Hitachi Zosen (“Hitachi”), the manufacturer of the TBM, joined the case as a plaintiff for costs incurred to repair the damages to the TBM. STP also asserted $532 million of damages from WSDOT related to the pipe-strike by the TBM in a related lawsuit in Thurston County, described below.
In April and September 2018, rulings received on pre-trial motions limited some of the potential recoveries under the Policy for STP, WSDOT and Hitachi. On August 2, 2021, the Court of Appeals reversed in part certain of those limitations but affirmed other parts of those rulings. On January 5, 2022, the Washington Supreme Court issued an order granting STP, WSDOT and Hitachi’s requests for discretionary review of the portions of the Court of Appeals’ decision that affirmed the April and September 2018 decisions, which was argued on June 28, 2022.
In March 2016, WSDOT filed a complaint against STP in Thurston County Superior Court alleging breach of contract, seeking $57.2 million in delay-related damages and seeking declaratory relief concerning contract interpretation. STP filed its answer to WSDOT’s complaint and filed a counterclaim against WSDOT and Hitachi, as the TBM designer, seeking damages of $667 million. On October 3, 2019, STP and Hitachi entered into a settlement agreement which released and dismissed the claims that STP and Hitachi had against each other. The jury trial between STP and WSDOT commenced on October 7, 2019
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
and concluded on December 13, 2019, with a jury verdict in favor of WSDOT awarding them $57.2 million in damages. Judgment was entered on January 10, 2020, and STP appealed the decision. On June 14, 2022, the Court of Appeals of the State of Washington affirmed the judgment. STP filed a petition for discretionary review by the Washington Supreme Court on July 12, 2022.
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. Payment of damages and interest will be made if the Washington Supreme Court (1) denies STP’s petition for discretionary review or (2) grants discretionary review and upholds STP’s adverse verdict on appeal. Other than the possible future cash payment of $25.7 million for damages, the charge was for non-cash write-downs primarily related to the costs and estimated earnings in excess of billings and receivables that the Company previously recorded to reflect its expected recovery in this case. Upon final resolution, due to accrued interest, the possible future cash payment could exceed the $25.7 million for damages awarded by the jury.
With respect to STP’s direct and indirect claims against the Insurers, management has included in receivables an estimate of the total anticipated recovery concluded to be probable.
George Washington Bridge Bus Station Matter
In August 2013, Tutor Perini Building Corp. (“TPBC”) entered into a contract with the George Washington Bridge Bus Station Development Venture, LLC (the “Developer”) to renovate the George Washington Bridge Bus Station, a mixed-use facility owned by the Port Authority of New York and New Jersey (the “Port Authority”) that serves as a transit facility and retail space. The $100 million project experienced significant design errors and associated delays, resulting in damages to TPBC and its subcontractors, including WDF and Five Star, wholly owned subsidiaries of the Company. The project reached substantial completion on May 16, 2017.
On February 26, 2015, the Developer filed a demand for arbitration, subsequently amended, seeking $30 million in alleged damages and declaratory relief that TPBC’s requests for additional compensation are invalid due to lack of notice. TPBC denied the Developer’s claims and filed a counterclaim in March 2018. TPBC seeks in excess of $113 million in the arbitration, which includes unpaid contract balance claims, the return of $29 million retained by the Developer in alleged damages, as well as extra work claims, pass-through claims and delay claims.
Hearings on the merits commenced on September 24, 2018 before the arbitration panel. On June 4, 2019, the arbitration panel, as confirmed by the U.S. District Court in the Southern District of New York, issued a writ of attachment for $23 million of the $29 million discussed above. On October 7, 2019, the Developer filed for bankruptcy protection in the Southern District of New York under Chapter 11 of the Bankruptcy Code. The filing for bankruptcy stayed the pending arbitration proceedings. TPBC appeared in the bankruptcy proceedings on October 8, 2019 and filed a Proof of Claim in the amount of $113 million on December 13, 2019.
On June 5, 2020, the Developer, secured lenders and the Port Authority announced that they had reached a settlement of their disputes. As part of the settlement, the Port Authority waived the enforcement of its right to seek a “cure” pursuant to its lease agreement with the Developer which requires construction costs be paid prior to any sale of the leasehold, the sole asset in the Developer’s bankruptcy estate to be distributed in this bankruptcy. On July 14, 2020, the bankruptcy court conducted a hearing to determine (1) whether to approve the settlement agreement between the Developer, secured lenders and the Port Authority; and (2) whether TPBC can assert third-party beneficiary rights to the lease agreement and require that prior to the sale of the leasehold, any outstanding costs owed to contractors for the cost of building the project must be paid pursuant to the lease agreement’s “cure” provisions. On August 12, 2020, the bankruptcy court approved the settlement and denied TPBC’s third-party beneficiary rights under the lease agreement. On August 20, 2020, TPBC filed an appeal with the U.S. District Court for the Southern District of New York seeking to challenge the denial of its third-party beneficiary rights under the lease agreement’s “cure” provisions to avoid being subordinate to the claims of the secured lenders in the bankruptcy proceedings, which was denied by the U.S. District Court on August 4, 2021 and is now before the Second Circuit Court of Appeals. On August 25, 2021, the bankruptcy court approved the sale of the leasehold, which was completed on August 31, 2021. On October 1, 2021, the bankruptcy court converted the case from a Chapter 11 to a Chapter 7 bankruptcy proceeding.
Separately, on July 2, 2018, TPBC filed a lawsuit against the Port Authority, as owner of the project, seeking the same $113 million in damages pursuant to the lease agreement between the Port Authority and the Developer. On August 20, 2018, the Port Authority filed a motion to dismiss all causes of action, which was denied by the court on July 1, 2019. The Port
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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Authority appealed this decision on July 15, 2019. On February 18, 2021, the Appellate Division affirmed in part and reversed in part the trial court's denial of the Port Authority's motion to dismiss TPBC’s causes of action. On April 11, 2022, the court granted the Port Authority’s motion to dismiss on statutory notice grounds. The Company filed a notice of appeal on April 28, 2022. In addition, on August 11, 2021, TPBC filed a second lawsuit in state court against the Port Authority alleging unjust enrichment and tortious interference with TPBC’s right to recover under the lease agreement’s “cure” provision in the bankruptcy proceeding. The case was removed to the federal bankruptcy court on September 21, 2021. The Port Authority filed a motion to dismiss on March 4, 2022, which was argued on July 8, 2022, and a decision remains pending before the bankruptcy court.
On January 27, 2020, TPBC filed separate litigation in the U.S. District Court for the Southern District of New York in which TPBC asserted related claims against individual owners of the Developer for their wrongful conversion of project funds and against lenders that received interest payments from project funds and other amounts earmarked to pay the contractors. On December 29, 2020, the court granted in part and denied in part the defendants’ motions to dismiss, resulting in the lender defendants being dismissed from the lawsuit and the lawsuit against the individual owners of the Developer continuing. The lawsuit was refiled in New York state court on July 26, 2021. On June 8, 2022, the court certified the class under the New York construction trust fund statutes. The case remains pending before the court.
As of June 30, 2022, the Company has concluded that the potential for a material adverse financial impact due to the Developer’s claims is remote. With respect to TPBC’s claims against the Developer, its owners, certain lenders and the Port Authority, management has made an estimate of the total anticipated recovery on this project, and such estimate is included in revenue recorded to date.
(11)Share-Based Compensation
As of June 30, 2022, there were 1,270,316 shares of common stock available for grant under the Tutor Perini Corporation Omnibus Incentive Plan. During the six months ended June 30, 2022 and 2021, the Company granted the following share-based instruments: (1) restricted stock units (“RSUs”) totaling 375,769 and 280,000, respectively, with weighted-average grant date fair values per unit of $10.53 and $18.59, respectively; and (2) shares of unrestricted stock totaling 165,030 and 96,668, respectively, with weighted-average grant date fair values per share of $10.63 and $15.62, respectively. During the six months ended June 30, 2022, the Company also granted 315,768 cash-settled performance stock units (“CPSUs”) with a weighted-average grant date fair value per unit of $14.89. During the six months ended June 30, 2022, 500,000 stock options with a weighted-average exercise price per share of $11.15 expired.
As of June 30, 2022 and December 31, 2021, liabilities totaling approximately $3.4 million and $4.8 million, respectively, were included on the Condensed Consolidated Balance Sheets for CPSUs and certain RSUs granted with guaranteed minimum payouts. The Company paid approximately $2.6 million and $0.3 million to settle certain awards upon vesting during the six-month periods ended June 30, 2022 and 2021, respectively.
For the three and six months ended June 30, 2022, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements totaling $1.4 million and $4.8 million, respectively, and $2.6 million and $5.0 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the balance of unamortized share-based compensation expense was $18.8 million, which is expected to be recognized over a weighted-average period of 2.1 years.
(12)Employee Pension Plans
The Company has a defined benefit pension plan and an unfunded supplemental retirement plan. Effective June 1, 2004, all benefit accruals under these plans were frozen; however, the current vested benefit was preserved. The pension disclosure presented below includes aggregated amounts for both of the Company’s plans.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following table sets forth a summary of the net periodic benefit cost for the three and six months ended June 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| (in thousands) | 2022 | 2021 | | 2022 | 2021 |
| Interest cost | $ | 647 | | $ | 582 | | | $ | 1,293 | | $ | 1,164 | |
| Service cost | 240 | | 237 | | | 480 | | 473 | |
| Expected return on plan assets | (973) | | (1,015) | | | (1,946) | | (2,030) | |
| Recognized net actuarial losses | 638 | | 683 | | | 1,277 | | 1,366 | |
| Net periodic benefit cost | $ | 552 | | $ | 487 | | | $ | 1,104 | | $ | 973 | |
Due to the election of certain options provided under the American Rescue Plan Act of 2021, enacted on March 11, 2021, the Company is not required to, and does not intend to, contribute amounts to the defined benefit pension plan in 2022. The Company contributed $1.0 million to its defined benefit pension plan during the six months ended June 30, 2021.
(13)Fair Value Measurements
The fair value hierarchy established by ASC 820, Fair Value Measurement, prioritizes the use of inputs used in valuation techniques into the following three levels:
•Level 1 inputs are observable quoted prices in active markets for identical assets or liabilities
•Level 2 inputs are observable, either directly or indirectly, but are not Level 1 inputs
•Level 3 inputs are unobservable
The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 | | As of December 31, 2021 |
| 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) | $ | 309,267 | | $ | — | | $ | — | | | $ | 309,267 | | | $ | 202,197 | | $ | — | | $ | — | | | $ | 202,197 | |
Restricted cash(a) | 4,485 | | — | | — | | | 4,485 | | | 9,199 | | — | | — | | | 9,199 | |
Restricted investments(b) | — | | 84,498 | | — | | | 84,498 | | | — | | 84,355 | | — | | | 84,355 | |
Investments in lieu of retention(c) | 16,102 | | 62,410 | | — | | | 78,512 | | | 27,472 | | 58,856 | | — | | | 86,328 | |
| Total | $ | 329,854 | | $ | 146,908 | | $ | — | | | $ | 476,762 | | | $ | 238,868 | | $ | 143,211 | | $ | — | | | $ | 382,079 | |
____________________________________________________________________________________________________
(a)Includes money market funds and short-term investments with maturity dates of three months or less when acquired.
(b)Restricted investments, as of June 30, 2022 and December 31, 2021, consist of available-for-sale (“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 June 30, 2022 and December 31, 2021, and are comprised of money market funds of $16.1 million and $27.5 million, respectively, and AFS debt securities of $62.4 million and $58.9 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.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Investments in AFS debt securities consisted of the following as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 | | As of December 31, 2021 |
| (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value |
| Restricted investments: | | | | | | | | | |
| Corporate debt securities | $ | 50,971 | | $ | 22 | | $ | (2,758) | | $ | 48,235 | | | $ | 46,649 | | $ | 438 | | $ | (438) | | $ | 46,649 | |
| U.S. government agency securities | 28,346 | | 2 | | (1,063) | | 27,285 | | | 28,316 | | 459 | | (133) | | 28,642 | |
| Municipal bonds | 9,380 | | — | | (926) | | 8,454 | | | 8,475 | | 100 | | (78) | | 8,497 | |
| Corporate certificates of deposit | 566 | | — | | (42) | | 524 | | | 571 | | 2 | | (6) | | 567 | |
| Total restricted investments | 89,263 | | 24 | | (4,789) | | 84,498 | | | 84,011 | | 999 | | (655) | | 84,355 | |
| | | | | | | | | |
| Investments in lieu of retention: | | | | | | | | | |
| Corporate debt securities | 64,601 | | 8 | | (3,203) | | 61,406 | | | 58,261 | | 72 | | (741) | | 57,592 | |
| Municipal bonds | 815 | | 189 | | — | | 1,004 | | | 812 | | 452 | | — | | 1,264 | |
| Total investments in lieu of retention | 65,416 | | 197 | | (3,203) | | 62,410 | | | 59,073 | | 524 | | (741) | | 58,856 | |
| | | | | | | | | |
| Total AFS debt securities | $ | 154,679 | | $ | 221 | | $ | (7,992) | | $ | 146,908 | | | $ | 143,084 | | $ | 1,523 | | $ | (1,396) | | $ | 143,211 | |
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
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 June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 |
| 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 | $ | 32,447 | | $ | (1,911) | | | $ | 9,058 | | $ | (847) | | | $ | 41,505 | | $ | (2,758) | |
| U.S. government agency securities | 21,624 | | (666) | | | 4,462 | | (397) | | | 26,086 | | (1,063) | |
| Municipal bonds | 6,843 | | (709) | | | 1,559 | | (217) | | | 8,402 | | (926) | |
| Corporate certificates of deposit | 354 | | (26) | | | 115 | | (16) | | | 469 | | (42) | |
| Total restricted investments | 61,268 | | (3,312) | | | 15,194 | | (1,477) | | | 76,462 | | (4,789) | |
| | | | | | | | |
| Investments in lieu of retention: | | | | | | | | |
| Corporate debt securities | 55,606 | | (3,116) | | | 2,347 | | (87) | | | 57,953 | | (3,203) | |
| Total investments in lieu of retention | 55,606 | | (3,116) | | | 2,347 | | (87) | | | 57,953 | | (3,203) | |
| | | | | | | | |
| Total AFS debt securities | $ | 116,874 | | $ | (6,428) | | | $ | 17,541 | | $ | (1,564) | | | $ | 134,415 | | $ | (7,992) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
| 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 | $ | 28,639 | | $ | (434) | | | $ | 207 | | $ | (4) | | | $ | 28,846 | | $ | (438) | |
| U.S. government agency securities | 5,382 | | (97) | | | 824 | | (36) | | | 6,206 | | (133) | |
| Municipal bonds | 2,714 | | (35) | | | 907 | | (43) | | | 3,621 | | (78) | |
| Corporate certificates of deposit | 435 | | (6) | | | — | | — | | | 435 | | (6) | |
| Total restricted investments | 37,170 | | (572) | | | 1,938 | | (83) | | | 39,108 | | (655) | |
| | | | | | | | |
| Investments in lieu of retention: | | | | | | | | |
| Corporate debt securities | 46,486 | | (736) | | | 714 | | (5) | | | 47,200 | | (741) | |
| Total investments in lieu of retention | 46,486 | | (736) | | | 714 | | (5) | | | 47,200 | | (741) | |
| | | | | | | | |
| Total AFS debt securities | $ | 83,656 | | $ | (1,308) | | | $ | 2,652 | | $ | (88) | | | $ | 86,308 | | $ | (1,396) | |
| | | | | | | | |
The unrealized losses in AFS debt securities as of June 30, 2022 and December 31, 2021 are primarily attributable to market interest rate increases and not a deterioration in credit quality of the issuers. Management evaluated the unrealized losses in AFS debt securities considering factors including credit ratings and other relevant information, which may indicate that contractual cash flows are not expected to occur. Based on the analysis, management determined that credit losses did not exist for AFS debt securities in an unrealized loss position as of June 30, 2022 and December 31, 2021.
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 during the six months ended June 30, 2022 or 2021.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The amortized cost and fair value of AFS debt securities by contractual maturity as of June 30, 2022 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 | $ | 22,628 | | $ | 22,529 | |
| Due after one year through five years | 121,155 | | 114,512 | |
| Due after five years | 10,896 | | 9,867 | |
| Total | $ | 154,679 | | $ | 146,908 | |
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 2017 Senior Notes was $410.0 million and $504.9 million as of June 30, 2022 and December 31, 2021, respectively. The fair value of the 2017 Senior Notes was determined using Level 1 inputs, specifically current observable market prices. The fair value of the Term Loan B was $389.4 million and $419.7 million as of June 30, 2022 and December 31, 2021, respectively. The fair value of the Term Loan B was determined using Level 2 inputs, specifically third-party quoted market prices. The reported value of the Company’s remaining borrowings approximates fair value as of June 30, 2022 and December 31, 2021.
(14)Variable Interest Entities (VIEs)
The Company may form joint ventures or partnerships with third parties for the execution of projects. In accordance with ASC 810, Consolidation (“ASC 810”), the Company assesses its partnerships and joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether a joint venture is a VIE.
ASC 810 also requires the Company to determine whether it is the primary beneficiary of the VIE. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the VIE and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the Company is the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. In accordance with ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is performed continuously.
As of June 30, 2022, the Company had unconsolidated VIE-related current assets of $0.4 million and no current liabilities in the Company’s Condensed Consolidated Balance Sheet. As of December 31, 2021, the Company had unconsolidated VIE-related current assets and liabilities of $0.7 million and $0.4 million, respectively, included in the Company’s Condensed Consolidated Balance Sheet. The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments. There were no future funding requirements for the unconsolidated VIEs as of June 30, 2022.
As of June 30, 2022, the Company’s Condensed Consolidated Balance Sheet included current and noncurrent assets of $558.4 million and $14.4 million, respectively, as well as current liabilities of $576.1 million related to the operations of its consolidated VIEs. As of December 31, 2021, the Company’s Condensed Consolidated Balance Sheet included current and noncurrent assets of $568.2 million and $3.0 million, respectively, as well as current liabilities of $496.9 million related to the operations of its consolidated VIEs.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Below is a discussion of some of the Company’s more significant or unique VIEs.
The Company established a joint venture to construct the Purple Line Extension Section 2 (Tunnels and Stations) and Section 3 (Stations) mass-transit projects in Los Angeles, California with an original combined value of approximately $2.8 billion. The Company has a 75% interest in the joint venture with the remaining 25% held by O&G Industries, Inc. The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.
The Company also established a joint venture with Parsons Corporation (“Parsons”) to construct the Newark Liberty International Airport Terminal One project, a transportation infrastructure project in Newark, New Jersey with an original value of approximately $1.4 billion. The Company has an 80% interest in the joint venture with the remaining 20% held by Parsons. The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.
(15)Changes in Equity
A reconciliation of the changes in equity for the three and six months ended June 30, 2022 and 2021 is provided below:
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2022 |
| (in thousands) | Common
Stock | Additional
Paid-in
Capital | Retained
Earnings | Accumulated
Other
Comprehensive
Loss | Noncontrolling
Interests | Total
Equity |
| Balance - March 31, 2022 | $ | 51,200 | | $ | 1,134,688 | | $ | 492,676 | | $ | (46,745) | | $ | 14,702 | | $ | 1,646,521 | |
| Net income (loss) | — | | — | | (63,003) | | — | | 983 | | (62,020) | |
| Other comprehensive loss | — | | — | | — | | (2,218) | | (773) | | (2,991) | |
| Share-based compensation | — | | 3,278 | | — | | — | | — | | 3,278 | |
| Issuance of common stock, net | 158 | | — | | — | | — | | — | | 158 | |
| | | | | | |
| | | | | | |
| Distributions to noncontrolling interests | — | | — | | — | | — | | (17,000) | | (17,000) | |
| Balance - June 30, 2022 | $ | 51,358 | | $ | 1,137,966 | | $ | 429,673 | | $ | (48,963) | | $ | (2,088) | | $ | 1,567,946 | |
| | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 |
| (in thousands) | Common
Stock | Additional
Paid-in
Capital | Retained
Earnings | Accumulated
Other
Comprehensive
Loss | Noncontrolling
Interests | Total
Equity |
| Balance - December 31, 2021 | $ | 51,096 | | $ | 1,133,150 | | $ | 514,310 | | $ | (43,635) | | $ | 18,799 | | $ | 1,673,720 | |
| Net income (loss) | — | | — | | (84,637) | | — | | 3,804 | | (80,833) | |
| Other comprehensive loss | — | | — | | — | | (5,328) | | (1,152) | | (6,480) | |
| Share-based compensation | — | | 5,002 | | — | | — | | — | | 5,002 | |
| Issuance of common stock, net | 262 | | (186) | | — | | — | | — | | 76 | |
| | | | | | |
| Contributions from noncontrolling interests | — | | — | | — | | — | | 961 | | 961 | |
| Distributions to noncontrolling interests | — | | — | | — | | — | | (24,500) | | (24,500) | |
| Balance - June 30, 2022 | $ | 51,358 | | $ | 1,137,966 | | $ | 429,673 | | $ | (48,963) | | $ | (2,088) | | $ | 1,567,946 | |
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2021 |
| (in thousands) | Common
Stock | Additional
Paid-in
Capital | Retained
Earnings | Accumulated
Other
Comprehensive
Loss | Noncontrolling
Interests | Total
Equity |
| Balance - March 31, 2021 | $ | 50,938 | | $ | 1,127,624 | | $ | 438,419 | | $ | (47,356) | | $ | 2,456 | | $ | 1,572,081 | |
| Net income | — | | — | | 31,165 | | — | | 10,446 | | 41,611 | |
| Other comprehensive income | — | | — | | — | | 830 | | 280 | | 1,110 | |
| Share-based compensation | — | | 3,171 | | — | | — | | — | | 3,171 | |
| Issuance of common stock, net | 134 | | (427) | | — | | — | | — | | (293) | |
| Distributions to noncontrolling interests | — | | — | | — | | — | | (7,250) | | (7,250) | |
| Balance - June 30, 2021 | $ | 51,072 | | $ | 1,130,368 | | $ | 469,584 | | $ | (46,526) | | $ | 5,932 | | $ | 1,610,430 | |
| | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2021 |
| (in thousands) | Common
Stock | Additional
Paid-in
Capital | Retained
Earnings | Accumulated
Other
Comprehensive
Loss | Noncontrolling
Interests | Total
Equity |
| Balance - December 31, 2020 | $ | 50,827 | | $ | 1,127,385 | | $ | 422,385 | | $ | (46,741) | | $ | (10,911) | | $ | 1,542,945 | |
| Net income | — | | — | | 47,199 | | — | | 19,517 | | 66,716 | |
| Other comprehensive income | — | | — | | — | | 215 | | 576 | | 791 | |
| Share-based compensation | — | | 4,757 | | — | | — | | — | | 4,757 | |
| Issuance of common stock, net | 245 | | (1,774) | | — | | — | | — | | (1,529) | |
| Contributions from noncontrolling interests | — | | — | | — | | — | | 4,000 | | 4,000 | |
| Distributions to noncontrolling interests | — | | — | | — | | — | | (7,250) | | (7,250) | |
| Balance - June 30, 2021 | $ | 51,072 | | $ | 1,130,368 | | $ | 469,584 | | $ | (46,526) | | $ | 5,932 | | $ | 1,610,430 | |
| | | | | | |
(16)Other Comprehensive Income (Loss)
ASC 220, Comprehensive Income, establishes standards for reporting comprehensive income and its components in the consolidated financial statements. The Company reports the change in pension benefit plan assets/liabilities, cumulative foreign currency translation and change in fair value of investments as components of accumulated other comprehensive income (loss) (“AOCI”).
The components of other comprehensive income (loss) and the related tax effects for the three and six months ended June 30, 2022 and 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2022 | | Three Months Ended June 30, 2021 |
| (in thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | | Before-Tax Amount | Tax Expense | Net-of-Tax Amount |
| Other comprehensive income (loss): | | | | | | | |
| Defined benefit pension plan adjustments | $ | 638 | | $ | (181) | | $ | 457 | | | $ | 683 | | $ | (192) | | $ | 491 | |
| Foreign currency translation adjustments | (1,698) | | 308 | | (1,390) | | | 446 | | (46) | | 400 | |
| Unrealized gain (loss) in fair value of investments | (2,384) | | 326 | | (2,058) | | | 303 | | (84) | | 219 | |
| Total other comprehensive income (loss) | (3,444) | | 453 | | (2,991) | | | 1,432 | | (322) | | 1,110 | |
| Less: Other comprehensive income (loss) attributable to noncontrolling interests | (773) | | — | | (773) | | | 280 | | — | | 280 | |
| Total other comprehensive income (loss) attributable to Tutor Perini Corporation | $ | (2,671) | | $ | 453 | | $ | (2,218) | | | $ | 1,152 | | $ | (322) | | $ | 830 | |
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 | | Six Months Ended June 30, 2021 |
| (in thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount |
| Other comprehensive income (loss): | | | | | | | |
| Defined benefit pension plan adjustments | $ | 1,277 | | $ | (362) | | $ | 915 | | | $ | 1,366 | | $ | (383) | | $ | 983 | |
| Foreign currency translation adjustments | (1,442) | | 309 | | (1,133) | | | 848 | | (76) | | 772 | |
| Unrealized loss in fair value of investments | (7,898) | | 1,636 | | (6,262) | | | (1,247) | | 283 | | (964) | |
| Total other comprehensive income (loss) | (8,063) | | 1,583 | | (6,480) | | | 967 | | (176) | | 791 | |
| Less: Other comprehensive income (loss) attributable to noncontrolling interests | (1,152) | | — | | (1,152) | | | 576 | | — | | 576 | |
| Total other comprehensive income (loss) attributable to Tutor Perini Corporation | $ | (6,911) | | $ | 1,583 | | $ | (5,328) | | | $ | 391 | | $ | (176) | | $ | 215 | |
The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation and attributable to noncontrolling interests during the three and six months ended June 30, 2022 were as follows:
| | | | | | | | | | | | | | |
| Three Months Ended June 30, 2022 |
| (in thousands) | Defined
Benefit
Pension
Plan | Foreign
Currency
Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated
Other
Comprehensive
Income (Loss) |
| Attributable to Tutor Perini Corporation: | | | | |
| Balance as of March 31, 2022 | $ | (37,408) | | $ | (5,796) | | $ | (3,541) | | $ | (46,745) | |
| Other comprehensive loss before reclassifications | — | | (772) | | (1,927) | | (2,699) | |
| Amounts reclassified from AOCI | 457 | | — | | 24 | | 481 | |
| Total other comprehensive income (loss) | 457 | | (772) | | (1,903) | | (2,218) | |
| Balance as of June 30, 2022 | $ | (36,951) | | $ | (6,568) | | $ | (5,444) | | $ | (48,963) | |
| Attributable to Noncontrolling Interests: | | | | |
| Balance as of March 31, 2022 | $ | — | | $ | 808 | | $ | (645) | | $ | 163 | |
| Other comprehensive loss | — | | (618) | | (155) | | (773) | |
| Balance as of June 30, 2022 | $ | — | | $ | 190 | | $ | (800) | | $ | (610) | |
| | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 |
| (in thousands) | Defined
Benefit
Pension
Plan | Foreign
Currency
Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated
Other
Comprehensive
Income (Loss) |
| Attributable to Tutor Perini Corporation: | | | | |
| Balance as of December 31, 2021 | $ | (37,866) | | $ | (5,787) | | $ | 18 | | $ | (43,635) | |
| Other comprehensive loss before reclassifications | — | | (781) | | (5,495) | | (6,276) | |
| Amounts reclassified from AOCI | 915 | | — | | 33 | | 948 | |
| Total other comprehensive income (loss) | 915 | | (781) | | (5,462) | | (5,328) | |
| Balance as of June 30, 2022 | $ | (36,951) | | $ | (6,568) | | $ | (5,444) | | $ | (48,963) | |
| Attributable to Noncontrolling Interests: | | | | |
| Balance as of December 31, 2021 | $ | — | | $ | 542 | | $ | — | | $ | 542 | |
| Other comprehensive loss | — | | (352) | | (800) | | (1,152) | |
| Balance as of June 30, 2022 | $ | — | | $ | 190 | | $ | (800) | | $ | (610) | |
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation and attributable to noncontrolling interests during the three and six months ended June 30, 2021 were as follows:
| | | | | | | | | | | | | | |
| Three Months Ended June 30, 2021 |
| (in thousands) | Defined
Benefit
Pension
Plan | Foreign
Currency
Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated
Other
Comprehensive
Income (Loss) |
| Attributable to Tutor Perini Corporation: | | | | |
| Balance as of March 31, 2021 | $ | (43,595) | | $ | (5,246) | | $ | 1,485 | | $ | (47,356) | |
| Other comprehensive income before reclassifications | — | | 120 | | 233 | | 353 | |
| Amounts reclassified from AOCI | 491 | | — | | (14) | | 477 | |
| Total other comprehensive income | 491 | | 120 | | 219 | | 830 | |
| Balance as of June 30, 2021 | $ | (43,104) | | $ | (5,126) | | $ | 1,704 | | $ | (46,526) | |
| Attributable to Noncontrolling Interests: | | | | |
| Balance as of March 31, 2021 | $ | — | | $ | 698 | | $ | — | | $ | 698 | |
| Other comprehensive income | — | | 280 | | — | | 280 | |
| Balance as of June 30, 2021 | $ | — | | $ | 978 | | $ | — | | $ | 978 | |
| | | | | | | | | | | | | | |
| Six Months Ended June 30, 2021 |
| (in thousands) | Defined
Benefit
Pension
Plan | Foreign
Currency
Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated
Other
Comprehensive
Income (Loss) |
| Attributable to Tutor Perini Corporation: | | | | |
| Balance as of December 31, 2020 | $ | (44,087) | | $ | (5,322) | | $ | 2,668 | | $ | (46,741) | |
| Other comprehensive income (loss) before reclassifications | — | | 196 | | (827) | | (631) | |
| Amounts reclassified from AOCI | 983 | | — | | (137) | | 846 | |
| Total other comprehensive income (loss) | 983 | | 196 | | (964) | | 215 | |
| Balance as of June 30, 2021 | $ | (43,104) | | $ | (5,126) | | $ | 1,704 | | $ | (46,526) | |
| Attributable to Noncontrolling Interests: | | | | |
| Balance as of December 31, 2020 | $ | — | | $ | 402 | | $ | — | | $ | 402 | |
| Other comprehensive income | — | | 576 | | — | | 576 | |
| Balance as of June 30, 2021 | $ | — | | $ | 978 | | $ | — | | $ | 978 | |
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The significant items reclassified out of AOCI and the corresponding location and impact on the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2022 and 2021 were as follows:
| | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| (in thousands) | 2022 | 2021 | | 2022 | 2021 |
| Component of AOCI: | | | | | |
Defined benefit pension plan adjustments(a) | $ | 638 | | $ | 683 | | | $ | 1,277 | | $ | 1,366 | |
Income tax benefit(b) | (181) | | (192) | | | (362) | | (383) | |
| Net of tax | $ | 457 | | $ | 491 | | | $ | 915 | | $ | 983 | |
| | | | | |
Unrealized (gain) loss in fair value of investment adjustments(a) | $ | 31 | | $ | (17) | | | $ | 42 | | $ | (173) | |
Income tax expense (benefit)(b) | (7) | | 3 | | | (9) | | 36 | |
| Net of tax | $ | 24 | | $ | (14) | | | $ | 33 | | $ | (137) | |
___________________________________________________________________________________________________
(a)Amount included in other income, net on the Condensed Consolidated Statements of Operations.
(b)Amounts included in income tax (expense) benefit on the Condensed Consolidated Statements of Operations.
(17)Business Segments
The Company offers general contracting, pre-construction planning and comprehensive project management services, including planning and scheduling of manpower, equipment, materials and subcontractors required for the timely completion of a project in accordance with the terms and specifications contained in a construction contract. The Company also offers self-performed construction services: site work, concrete forming and placement, steel erection, electrical, mechanical, plumbing, and HVAC (heating, ventilation and air conditioning). As described below, the Company’s business is conducted through three segments: Civil, Building and Specialty Contractors. These segments are determined based on how the Company’s Chairman and Chief Executive Officer (chief operating decision maker) aggregates business units when evaluating performance and allocating resources.
The Civil segment specializes in public works construction and the replacement and reconstruction of infrastructure. The contracting services provided by the Civil segment include construction and rehabilitation of highways, bridges, tunnels, mass-transit systems, military defense facilities, and water management and wastewater treatment facilities.
The Building segment has significant experience providing services for private and public works customers in a number of specialized building markets, including: hospitality and gaming, transportation, health care, commercial offices, government facilities, sports and entertainment, education, correctional facilities, biotech, pharmaceutical, industrial and technology.
The Specialty Contractors segment specializes in electrical, mechanical, plumbing, HVAC 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.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following tables set forth certain reportable segment information relating to the Company’s operations for the three and six months ended June 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reportable Segments | | | | |
| (in thousands) | Civil | Building | Specialty
Contractors | Total | | Corporate | | Consolidated
Total |
| Three Months Ended June 30, 2022 | | | | | | | |
| Total revenue | $ | 453,215 | | $ | 262,556 | | $ | 190,464 | | $ | 906,235 | | | $ | — | | | $ | 906,235 | |
| Elimination of intersegment revenue | (49,593) | | 4,385 | | — | | (45,208) | | | — | | | (45,208) | |
| Revenue from external customers | $ | 403,622 | | $ | 266,941 | | $ | 190,464 | | $ | 861,027 | | | $ | — | | | $ | 861,027 | |
| Loss from construction operations | $ | (9,767) | | $ | (67) | | $ | (66,731) | | $ | (76,565) | | (a) | $ | (13,989) | | (b) | $ | (90,554) | |
| Capital expenditures | $ | 15,656 | | $ | 50 | | $ | 816 | | $ | 16,522 | | | $ | 295 | | | $ | 16,817 | |
Depreciation and amortization(c) | $ | 15,025 | | $ | 390 | | $ | 508 | | $ | 15,923 | | | $ | 2,360 | | | $ | 18,283 | |
| | | | | | | | |
| Three Months Ended June 30, 2021 | | | | | | | |
| Total revenue | $ | 643,055 | | $ | 415,801 | | $ | 281,370 | | $ | 1,340,226 | | | $ | — | | | $ | 1,340,226 | |
| Elimination of intersegment revenue | (87,703) | | (33,141) | | (139) | | (120,983) | | | — | | | (120,983) | |
| Revenue from external customers | $ | 555,352 | | $ | 382,660 | | $ | 281,231 | | $ | 1,219,243 | | | $ | — | | | $ | 1,219,243 | |
| Income (loss) from construction operations | $ | 75,073 | | $ | (2,488) | | $ | 9,960 | | $ | 82,545 | | (d) | $ | (13,792) | | (b) | $ | 68,753 | |
| Capital expenditures | $ | 8,616 | | $ | 51 | | $ | 19 | | $ | 8,686 | | | $ | 339 | | | $ | 9,025 | |
Depreciation and amortization(c) | $ | 31,178 | | $ | 424 | | $ | 892 | | $ | 32,494 | | | $ | 2,767 | | | $ | 35,261 | |
____________________________________________________________________________________________________
(a)During the three months ended June 30, 2022, the Company’s income (loss) from construction operations was adversely impacted by $33.5 million ($24.2 million, or $0.47 per diluted share, after tax) due to an unfavorable adjustment related to the unforeseen cost of project close-out issues, remediation work, extended project supervision and associated labor inefficiencies on the electrical component of a transportation project in the Northeast in the Specialty Contractors segment, a non-cash charge of $17.8 million that increased cost of operations ($12.8 million, or $0.25 per diluted share, after tax) associated with an unexpected partial reversal by an appellate court of previously awarded legal damages related to a completed electrical project in New York in the Specialty Contractors segment, and a $16.2 million unfavorable non-cash impact ($11.6 million, or $0.23 per diluted share, after tax) related to the settlement of a long-disputed, completed Civil segment project in Maryland.
(b)Consists primarily of corporate general and administrative expenses.
(c)Depreciation and amortization is included in income (loss) from construction operations.
(d)During the three months ended June 30, 2021, the Company recorded a reduction of $20.1 million in cost of operations ($14.6 million, or $0.28 per diluted share, after tax) due to a favorable trial court ruling awarding the Company the recovery of certain costs previously incurred on a completed electrical project in New York in the Specialty Contractors segment.
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reportable Segments | | | | |
| (in thousands) | Civil | Building | Specialty
Contractors | Total | | Corporate | | Consolidated
Total |
| Six Months Ended June 30, 2022 | | | | | | | |
| Total revenue | $ | 913,957 | | $ | 618,534 | | $ | 421,328 | | $ | 1,953,819 | | | $ | — | | | $ | 1,953,819 | |
| Elimination of intersegment revenue | (119,540) | | (20,945) | | (153) | | (140,638) | | | — | | | (140,638) | |
| Revenue from external customers | $ | 794,417 | | $ | 597,589 | | $ | 421,175 | | $ | 1,813,181 | | | $ | — | | | $ | 1,813,181 | |
| Income (loss) from construction operations | $ | (10,734) | | $ | 9,397 | | $ | (70,625) | | $ | (71,962) | | (a) | $ | (28,499) | | (b) | $ | (100,461) | |
| Capital expenditures | $ | 26,831 | | $ | 52 | | $ | 1,454 | | $ | 28,337 | | | $ | 508 | | | $ | 28,845 | |
Depreciation and amortization(c) | $ | 32,025 | | $ | 791 | | $ | 1,010 | | $ | 33,826 | | | $ | 4,695 | | | $ | 38,521 | |
| | | | | | | | |
| Six Months Ended June 30, 2021 | | | | | | | |
| Total revenue | $ | 1,226,199 | | $ | 872,971 | | $ | 606,318 | | $ | 2,705,488 | | | $ | — | | | $ | 2,705,488 | |
| Elimination of intersegment revenue | (195,272) | | (83,078) | | (300) | | (278,650) | | | — | | | (278,650) | |
| Revenue from external customers | $ | 1,030,927 | | $ | 789,893 | | $ | 606,018 | | $ | 2,426,838 | | | $ | — | | | $ | 2,426,838 | |
| Income (loss) from construction operations | $ | 125,178 | | $ | 8,728 | | $ | 11,284 | | $ | 145,190 | | (d) | $ | (26,733) | | (b) | $ | 118,457 | |
| Capital expenditures | $ | 18,180 | | $ | 124 | | $ | 164 | | $ | 18,468 | | | $ | 392 | | | $ | 18,860 | |
Depreciation and amortization(c) | $ | 53,891 | | $ | 856 | | $ | 1,851 | | $ | 56,598 | | | $ | 5,537 | | | $ | 62,135 | |
____________________________________________________________________________________________________
(a)During the six months ended June 30, 2022, the Company’s income (loss) from construction operations was adversely impacted by $33.5 million ($24.2 million, or $0.47 per diluted share, after tax) due to an unfavorable adjustment related to the unforeseen cost of project close-out issues, remediation work, extended project supervision and associated labor inefficiencies on the electrical component of a transportation project in the Northeast in the Specialty Contractors segment, and $29.1 million ($22.9 million, or $0.45 per diluted share, after tax) on a Civil segment mass-transit project in California, 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. The Company’s income (loss) from construction operations was also impacted by a non-cash charge of $25.5 million ($18.3 million, or $0.36 per diluted share, after tax) due to an adverse legal ruling on a dispute related to a Civil segment bridge project in New York, a non-cash charge of $17.8 million that increased cost of operations ($12.8 million, or $0.25 per diluted share, after tax) associated with an unexpected partial reversal by an appellate court of previously awarded legal damages related to a completed electrical project in New York in the Specialty Contractors segment, a $16.2 million unfavorable non-cash impact ($11.6 million, or $0.23 per diluted share, after tax) related to the settlement of a long-disputed, completed Civil segment project in Maryland, and a $14.6 million ($11.2 million, or $0.22 per diluted share, after tax) unfavorable adjustment split evenly between the Civil and Building segments due to changes in estimates on a transportation project in the Northeast.
(b)Consists primarily of corporate general and administrative expenses.
(c)Depreciation and amortization is included in income (loss) from construction operations.
(d)During the six months ended June 30, 2021, the Company recorded a reduction of $20.1 million in cost of operations ($14.6 million, or $0.28 per diluted share, after tax) due to a favorable trial court ruling awarding the Company the recovery of certain costs previously incurred on a completed electrical project in New York in the Specialty Contractors segment.
A reconciliation of segment results to the consolidated income (loss) before income taxes is as follows:
| | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| (in thousands) | 2022 | 2021 | | 2022 | 2021 |
| Income (loss) from construction operations | $ | (90,554) | | $ | 68,753 | | | $ | (100,461) | | $ | 118,457 | |
| Other income, net | 1,020 | | 1,431 | | | 4,717 | | 1,606 | |
| Interest expense | (16,204) | | (17,938) | | | (32,696) | | (35,748) | |
| Income (loss) before income taxes | $ | (105,738) | | $ | 52,246 | | | $ | (128,440) | | $ | 84,315 | |
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Total assets by segment were as follows:
| | | | | | | | |
| (in thousands) | As of June 30,
2022 | As of December 31,
2021 |
| Civil | $ | 3,432,649 | | $ | 3,310,648 | |
| Building | 919,426 | | 980,989 | |
| Specialty Contractors | 600,332 | | 631,710 | |
Corporate and other(a) | (232,724) | | (198,449) | |
| Total assets | $ | 4,719,683 | | $ | 4,724,898 | |
____________________________________________________________________________________________________
(a)Consists principally of cash, equipment, tax-related assets and insurance-related assets, offset by the elimination of assets related to intersegment revenue.
TUTOR PERINI CORPORATION AND SUBSIDIARIES