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(X)
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT OF 1934
|
( )
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
|
EXCHANGE ACT OF 1934
|
MASSACHUSETTS
|
04-1717070
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer ___
|
Accelerated filer
X
|
Non-Accelerated filer ___
|
Smaller reporting company __
|
Page Number
|
|||
Part I. –
|
Financial Information:
|
||
Item 1.
|
Financial Statements
|
||
Consolidated Condensed Balance Sheets –
September 30, 2010 (unaudited) and December 31, 2009
|
3
|
||
Consolidated Condensed Statements of Operations –
Three Months and Nine Months ended September 30, 2010 and 2009 (unaudited)
|
4
|
||
Consolidated Condensed Statement of Stockholders’ Equity –
Nine Months ended September 30, 2010 (unaudited)
|
5
|
||
Consolidated Condensed Statements of Cash Flows –
Nine Months ended September 30, 2010 and 2009 (unaudited)
|
6
|
||
Notes to Consolidated Condensed Financial Statements
|
7-23
|
||
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
24
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
32
|
|
Item 4.
|
Controls and Procedures
|
32
|
|
Part II. –
|
Other Information:
|
||
Item 1.
|
Legal Proceedings
|
33
|
|
Item 1A.
|
Risk Factors
|
33
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
33
|
|
Item 3.
|
Defaults Upon Senior Securities
|
34
|
|
Item 4.
|
Removed and Reserved
|
34
|
|
Item 5.
|
Other Information
|
34
|
|
Item 6.
|
Exhibits
|
34
|
|
Signatures
|
36
|
||
SEPTEMBER 30,
|
DECEMBER 31,
|
||||||||
2010
|
2009
|
||||||||
ASSETS
|
|||||||||
Cash and Cash Equivalents
|
$ | 213,077 | $ | 348,309 | |||||
Restricted Cash
|
23,541 | - | |||||||
Accounts Receivable, including retainage
|
1,121,657 | 1,088,386 | |||||||
Costs and Estimated Earnings in Excess of Billings
|
123,497 | 145,678 | |||||||
Deferred Income Taxes
|
1,410 | 1,370 | |||||||
Other Current Assets
|
44,867 | 30,811 | |||||||
Total Current Assets
|
1,528,049 | 1,614,554 | |||||||
Long-term Investments
|
94,023 | 101,201 | |||||||
Property and Equipment (net of Accumulated Depreciation
|
|||||||||
of $76,204 in 2010 and $67,256 in 2009)
|
354,995 | 348,821 | |||||||
Other Assets:
|
|||||||||
Goodwill
|
602,471 | 602,471 | |||||||
Intangible Assets, net
|
128,105 | 134,327 | |||||||
Other
|
18,306 | 19,280 | |||||||
$ | 2,725,949 | $ | 2,820,654 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||
Current Maturities of Long-term Debt
|
$ | 21,855 | $ | 31,334 | |||||
Accounts Payable, including retainage
|
829,809 | 990,551 | |||||||
Billings in Excess of Costs and Estimated Earnings
|
225,072 | 187,714 | |||||||
Accrued Expenses
|
100,097 | 101,837 | |||||||
Total Current Liabilities
|
1,176,833 | 1,311,436 | |||||||
Long-term Debt, less current maturities
|
79,396 | 84,771 | |||||||
Deferred Income Taxes
|
77,923 | 78,977 | |||||||
Other Long-term Liabilities
|
50,081 | 57,044 | |||||||
Contingencies and Commitments
|
|||||||||
Stockholders’ Equity:
|
|||||||||
Common Stock - $1 par value: 75,000,000 shares authorized;
|
|||||||||
Shares issued and outstanding: 47,089,593 and 48,538,982, respectively
|
47,090 | 48,539 | |||||||
Additional Paid-in Capital
|
982,917 | 1,012,983 | |||||||
Retained Earnings
|
344,712 | 260,121 | |||||||
Accumulated Other Comprehensive Loss
|
(33,003 | ) | (33,217) | ||||||
Total Stockholders' Equity
|
1,341,716 | 1,288,426 | |||||||
$ | 2,725,949 | $ | 2,820,654 |
|
The accompanying notes are an integral part of these consolidated condensed financial statements.
|
THREE MONTHS ENDED
|
NINE MONTHS ENDED
|
|||||||||||||||
SEPTEMBER 30,
|
SEPTEMBER 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenues
|
$ | 731,806 | $ | 1,168,769 | $ | 2,511,257 | $ | 4,069,799 | ||||||||
Cost of Operations
|
641,136 | 1,083,403 | 2,245,542 | 3,769,310 | ||||||||||||
Gross Profit
|
90,670 | 85,366 | 265,715 | 300,489 | ||||||||||||
General and Administrative Expenses
|
40,710 | 42,905 | 125,747 | 131,634 | ||||||||||||
INCOME FROM CONSTRUCTION OPERATIONS
|
49,960 | 42,461 | 139,968 | 168,855 | ||||||||||||
Other Income (Expense), net
|
358 | 474 | (399) | 2,359 | ||||||||||||
Interest Expense
|
(1,589) | (1,987) | (6,354) | (6,081) | ||||||||||||
Income before Income Taxes
|
48,729 | 40,948 | 133,215 | 165,133 | ||||||||||||
Provision for Income Taxes
|
(17,796) | (14,264) | (48,624) | (60,571) | ||||||||||||
NET INCOME
|
$ | 30,933 | $ | 26,684 | $ | 84,591 | $ | 104,562 | ||||||||
BASIC EARNINGS PER COMMON SHARE
|
$ | 0.65 | $ | 0.55 | $ | 1.75 | $ | 2.15 | ||||||||
DILUTED EARNINGS PER COMMON SHARE
|
$ | 0.65 | $ | 0.54 | $ | 1.73 | $ | 2.13 | ||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
||||||||||||||||
BASIC
|
47,357 | 48,531 | 48,455 | 48,522 | ||||||||||||
Effect of Dilutive Stock Options and Restricted
|
||||||||||||||||
Stock Units Outstanding
|
539 | 552 | 498 | 511 | ||||||||||||
DILUTED
|
47,896 | 49,083 | 48,953 | 49,033 |
Accumulated
|
|||||||||||||||||||
Additional
|
Other
|
||||||||||||||||||
Common
|
Paid-in
|
Retained
|
Comprehensive
|
||||||||||||||||
Stock
|
Capital
|
Earnings
|
Loss
|
Total
|
|||||||||||||||
Balance - December 31, 2009
|
$ | 48,539 | $ | 1,012,983 | $ | 260,121 | $ | (33,217) | $ | 1,288,426 | |||||||||
Net Income
|
- | - | 84,591 | - | 84,591 | ||||||||||||||
Other comprehensive income (loss):
|
|||||||||||||||||||
Foreign currency translation
|
- | - | - | 214 | 214 | ||||||||||||||
Total comprehensive income
|
84,805 | ||||||||||||||||||
Common Stock repurchased under
|
|||||||||||||||||||
share repurchase program
|
(2,165) | (37,226) | - | - | (39,391) | ||||||||||||||
Tax effect of stock-based compensation
|
- | (1,967) | - | - | (1,967) | ||||||||||||||
Stock-based compensation expense
|
- | 10,168 | - | - | 10,168 | ||||||||||||||
Issuance of Common Stock, net
|
716 | (1,041) | - | - | (325) | ||||||||||||||
Balance - September 30, 2010
|
$ | 47,090 | $ | 982,917 | $ | 344,712 | $ | (33,003) | $ | 1,341,716 |
NINE MONTHS ENDED
|
||||||||
September 30,
|
||||||||
2010
|
2009
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net Income
|
$ | 84,591 | $ | 104,562 | ||||
Adjustments to reconcile Net Income to net cash from operating activities:
|
||||||||
Depreciation and amortization
|
23,328 | 29,733 | ||||||
Stock-based compensation expense
|
10,168 | 8,230 | ||||||
Adjustment of investments to fair value
|
25 | (34) | ||||||
Deferred Income Taxes
|
(3,059) | (5,594) | ||||||
Loss on sale of equipment
|
350 | 427 | ||||||
Loss on land held for sale
|
- | 336 | ||||||
Other Long-term Liabilities
|
(3,677) | (38,582) | ||||||
Changes in other components of working capital
|
(147,675) | (151,135) | ||||||
NET CASH USED IN OPERATING ACTIVITIES
|
$ | (35,949) | $ | (52,057) | ||||
Cash Flows from Investing Activities:
|
||||||||
Business acquisition related payments
|
$ | (6,734) | $ | (6,900) | ||||
Acquisition of Property and Equipment
|
(16,135) | (28,091) | ||||||
Proceeds from sale of Property and Equipment
|
1,856 | 1,761 | ||||||
Investment in land held for sale
|
- | (866) | ||||||
Proceeds from sale of available-for-sale securities
|
6,918 | 3,641 | ||||||
Change in Restricted Cash
|
(23,541) | - | ||||||
Investment in other activities
|
53 | 423 | ||||||
NET CASH USED IN INVESTING ACTIVITIES
|
$ | (37,583) | $ | (30,032) | ||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from Debt
|
$ | 8,724 | $ | 174,660 | ||||
Repayment of Debt
|
(28,803) | (142,516) | ||||||
Common Stock repurchased under share repurchase program
|
(39,391) | - | ||||||
Issuance of Common Stock and effect of cashless exercise
|
(325) | 139 | ||||||
Deferred debt costs
|
(1,905) | (627) | ||||||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
$ | (61,700) | $ | 31,656 | ||||
Net Decrease in Cash and Cash Equivalents
|
(135,232) | (50,433) | ||||||
Cash and Cash Equivalents at Beginning of Year
|
348,309 | 386,172 | ||||||
Cash and Cash Equivalents at End of Period
|
$ | 213,077 | $ | 335,739 | ||||
Supplemental Disclosure of Cash Paid During the Period For:
|
||||||||
Interest
|
$ | 4,215 | $ | 6,121 | ||||
Income taxes
|
$ | 35,705 | $ | 53,246 | ||||
Supplemental Disclosure of Non-cash Transactions:
|
||||||||
Property and Equipment acquired through financing arrangements
|
$ | 6,054 | $ | 1,433 |
September 30,
|
December 31,
|
||||||||
2010
|
2009
|
||||||||
Corporate Cash and Cash Equivalents
(1)
|
$ | 193,150 | $ | 323,867 | |||||
Company's share of joint venture Cash and Cash Equivalents
(2)
|
19,927 | 24,442 | |||||||
Total Cash and Cash Equivalents
|
$ | 213,077 | $ | 348,309 | |||||
Restricted Cash
|
$ | 23,541 | $ | - | |||||
(1) Available for general corporate purposes
|
|||||||||
(2) Available for joint venture purposes, including future distributions to joint venture partners
|
Fair Value Measurements at September 30, 2010 Using
|
|||||||||||||||||
Total
Carrying
Value at
September 30, 2010
|
Quoted
prices in
active
markets
(Level 1)
|
Significant other observable inputs
(Level 2)
|
Significant unobservable inputs
(Level 3)
|
||||||||||||||
Cash and Cash Equivalents (1)
|
$ | 213,077 | $ | 213,077 | $ | - | $ | - | |||||||||
Restricted Cash (1)
|
23,541 | 23,541 | - | - | |||||||||||||
Short-term Investments (2)
|
23 | 23 | - | - | |||||||||||||
Long-term Investments –
Auction rate securities (3)
|
94,023 | - | - | 94,023 | |||||||||||||
Total
|
$ | 330,664 | $ | 236,641 | $ | - | $ | 94,023 |
Fair Value Measurements at December 31, 2009 Using
|
|||||||||||||||||
Total
Carrying
Value at
December 31, 2009
|
Quoted
prices in
active
markets
(Level 1)
|
Significant other observable inputs
(Level 2)
|
Significant unobservable inputs
(Level 3)
|
||||||||||||||
Cash and Cash Equivalents (1)
|
$ | 348,309 | $ | 348,309 | $ | - | $ | - | |||||||||
Restricted Cash (1)
|
- | - | - | - | |||||||||||||
Short-term Investments (2)
|
76 | 76 | - | - | |||||||||||||
Long-term Investments –
Auction rate securities (3)
|
101,201 | - | - | 101,201 | |||||||||||||
Total
|
$ | 449,586 | $ | 348,385 | $ | - | $ | 101,201 | |||||||||
|
(1)
|
Cash, Cash Equivalents and Restricted Cash consist primarily of money market funds with original maturity dates of three months or less, for which fair value is determined through quoted market prices.
|
|
(2)
|
Short-term Investments are included in Other Current Assets and consist of an S&P 500 index mutual fund for which fair value is determined through quoted market prices.
|
|
(3)
|
At September 30, 2010, the Company had $94.0 million invested in auction rate securities (“ARS”) which the Company considers as available-for-sale. The majority of the ARS held by the Company at September 30, 2010, are in securities collateralized by student loan portfolios, totaling $68.1 million, which are guaranteed by the U.S. government. Additional amounts totaling $17.9 million are invested in securities collateralized by student loan portfolios, which are privately insured. The remainder of the securities, totaling $8.0 million, is invested in tax-exempt bonds. At December 31, 2009, the Company had $101.2 million invested in ARS which included $93.2 million in securities collateralized by student loan portfolios ($75.3 million guaranteed by the U.S. government and $17.9 million privately insured) and $8.0 million invested in tax-exempt bonds. Substantially all of the Company’s ARS are rated AAA or Aaa. The Company estimated the fair value of its ARS utilizing an income approach valuation model which considered, among other items, the following inputs: (i) the underlying structure of each security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect current market conditions; and (iii) consideration of the probabilities of default or repurchase at par for each period.
|
Level 3 Auction Rate
|
|||
Securities
|
|||
Balance at December 31, 2009
|
$ | 101,201 | |
Settlements
|
(375) | ||
Balance at March 31, 2010
|
100,826 | ||
Settlements
|
(150) | ||
Impairment charge included in Other Income (Expense), net
|
(360) | ||
Balance at June 30, 2010
|
100,316 | ||
Settlements
|
(6,725) | ||
Reversal of impairment charge included in Other Income (Expense), net
|
432 | ||
Balance at September 30, 2010
|
$ | 94,023 |
Level 3 Auction Rate
|
|||
Securities
|
|||
Balance at December 31, 2008
|
$ | 103,429 | |
Settlements
|
- | ||
Balance at March 31, 2009
|
103,429 | ||
Settlements
|
(2,250) | ||
Reversal of impairment charge included in Other Income (Expense), net
|
22 | ||
Balance at June 30, 2009
|
101,201 | ||
Settlements
|
- | ||
Balance at September 30, 2009
|
$ | 101,201 |
Management
|
||||||||||||||||
Building
|
Civil
|
Services
|
Total
|
|||||||||||||
Gross Goodwill
|
$ | 401,744 | $ | 300,987 | $ | 66,638 | $ | 769,369 | ||||||||
Accumulated impairment
|
(146,847) | - | (20,051) | (166,898) | ||||||||||||
Balance at December 31, 2009
|
$ | 254,897 | $ | 300,987 | $ | 46,587 | $ | 602,471 | ||||||||
Balance at September 30, 2010
|
$ | 254,897 | $ | 300,987 | $ | 46,587 | $ | 602,471 |
As of September 30, 2010
|
||||||||||||
Cost
|
Accumulated
Amortization
|
Net Carrying
Value
|
||||||||||
Trade names
|
$ | 96,150 | $ | - | $ | 96,150 | ||||||
Contractor license
|
5,320 | - | 5,320 | |||||||||
Customer relationships
|
31,700 | (6,396) | 25,304 | |||||||||
Construction contract backlog
|
33,340 | (32,009) | 1,331 | |||||||||
Non-compete agreements
|
2,400 | (2,400) | - | |||||||||
Total
|
$ | 168,910 | $ | (40,805) | $ | 128,105 |
As of December 31, 2009
|
||||||||||||
Cost
|
Accumulated
Amortization
|
Net Carrying
Value
|
||||||||||
Trade names
|
$ | 96,150 | $ | - | $ | 96,150 | ||||||
Contractor license
|
5,320 | - | 5,320 | |||||||||
Customer relationships
|
31,700 | (4,243) | 27,457 | |||||||||
Construction contract backlog
|
33,340 | (28,300) | 5,040 | |||||||||
Non-compete agreements
|
2,400 | (2,040) | 360 | |||||||||
Total
|
$ | 168,910 | $ | (34,583) | $ | 134,327 |
Weighted Average
|
Aggregate
|
|||||||||||
Number
|
Grant Date
|
Intrinsic
|
||||||||||
of Shares
|
Fair Value
|
Value
|
||||||||||
Granted and Unvested - January 1, 2010
|
1,717,501 | $ | 24.05 | $ | 31,052,418 | |||||||
Vested
|
(660,001) | 19.17 | 12,652,469 | |||||||||
Granted
|
208,333 | 20.44 | 4,185,410 | |||||||||
Forfeited
|
(45,000) | 20.12 | - | |||||||||
Total Granted and Unvested
|
1,220,833 | 21.62 | 24,526,535 | |||||||||
Approved for grant
|
516,667 |
(a)
|
10,379,840 | |||||||||
Total Awarded and Unvested - September 30, 2010
|
1,737,500 |
n.a.
|
34,906,375 | |||||||||
|
(a)
|
Grant date fair value cannot be determined currently because the related performance targets for future years have not yet been established by the Compensation Committee.
|
Number | ||||
|
Vesting Date | of Awards | ||
2011 | 233,333 | |||
2012 | 233,333 | |||
2013 | 1,120,834 | |||
|
2014 | 150,000 | ||
Total | 1,737,500 |
|
Weighted Average
|
||||||||||||
Number
|
Grant Date
|
Exercise
|
||||||||||
of Shares
|
Fair Value
|
Price
|
||||||||||
Total Awarded and Outstanding - January 1, 2010
|
935,000 | $ | 11.42 | $ | 20.51 | |||||||
Granted
|
150,000 | 9.79 | 20.33 | |||||||||
Forfeited
|
(45,000) | 11.46 | 20.12 | |||||||||
Total Granted and Outstanding
|
1,040,000 | 11.18 | 20.50 | |||||||||
Approved for grant
|
450,000 |
(a)
|
20.33 | |||||||||
Total Awarded and Outstanding - September 30, 2010
|
1,490,000 |
n.a.
|
20.45 |
|
(a)
|
Grant date fair value cannot be determined currently because the related performance targets for future years have not yet been established by the Compensation Committee.
|
Risk-free interest rate
|
2.65% | ||
Expected life of options
|
5.7 years
|
||
Expected volatility of underlying stock
|
48.38% | ||
Exepected quarterly dividends (per share)
|
$0.00 |
Three Months Ended September 30, 2010
|
Three Months Ended September 30, 2009
|
|||||||||||||||
Revenues
|
Income from Construction Operations
|
Revenues
|
Income from Construction Operations
|
|||||||||||||
Building
|
$ | 520,671 | $ | 28,174 | $ | 1,017,819 | $ | 38,790 | ||||||||
Civil
|
169,880 | 27,298 | 72,614 | 6,261 | ||||||||||||
Management Services
|
41,255 | 2,934 | 78,336 | 8,555 | ||||||||||||
731,806 | 58,406 | 1,168,769 | 53,606 | |||||||||||||
Corporate *
|
- | (8,446) | - | (11,145) | ||||||||||||
Total
|
$ | 731,806 | $ | 49,960 | $ | 1,168,769 | $ | 42,461 |
Nine Months Ended September 30, 2010
|
Nine Months Ended September 30, 2009
|
|||||||||||||||
Revenues
|
Income from Construction Operations |
Revenues
|
Income from Construction Operations
|
|||||||||||||
Building
|
$ | 1,870,112 | $ | 90,171 | $ | 3,576,738 | $ | 120,209 | ||||||||
Civil
|
491,971 | 65,308 | 259,188 | 40,659 | ||||||||||||
Management Services
|
149,174 | 12,874 | 233,873 | 38,396 | ||||||||||||
2,511,257 | 168,353 | 4,069,799 | 199,264 | |||||||||||||
Corporate *
|
- | (28,385) | - | (30,409) | ||||||||||||
Total
|
$ | 2,511,257 | $ | 139,968 | $ | 4,069,799 | $ | 168,855 | ||||||||
Three Months
|
Nine Months
|
|||||||||||||||
Ended September 30,
|
Ended September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Interest cost
|
$ | 1,139 | $ | 1,161 | $ | 3,418 | $ | 3,485 | ||||||||
Expected return on plan assets
|
(1,241) | (1,219) | (3,724) | (3,657) | ||||||||||||
Amortization of net loss
|
612 | 473 | 1,836 | 1,419 | ||||||||||||
Net periodic benefit cost
|
$ | 510 | $ | 415 | $ | 1,530 | $ | 1,247 |
(dollars in millions)
|
Backlog at December 31, 2009
|
New Business Awarded
|
Revenues Recognized
|
Backlog at September 30, 2010
|
||||||||||||
Nine months ended
|
||||||||||||||||
Building
|
$ | 3,125.8 | $ | 1,669.3 | $ | (1,870.1) | $ | 2,925.0 | ||||||||
Civil
|
1,001.5 | 369.9 | (492.0) | 879.4 | ||||||||||||
Management Services
|
182.9 | 209.3 | (149.2) | 243.0 | ||||||||||||
Total
|
$ | 4,310.2 | $ | 2,248.5 | $ | (2,511.3) | $ | 4,047.4 |
—
|
Market control premium
: We compare our implied control premium to the average control premium
paid in
transactions of companies in the construction industry during the year of evaluation.
|
—
|
Sensitivity analysis:
We perform a sensitivity analysis to determine the minimum control premium
required to recover the book value of the Company at the testing date. We then compare the minimum
control premium required to the average control premium paid in transactions of companies in the
construction industry during the year of evaluation.
|
|
—
|
Impact of low public float and limited trading activity:
A significant portion of our stock
is owned by the Company’s Chairman and CEO. As a result, the public float of our
stock, calculated as the percentage of shares of Common Stock freely traded by public
investors divided by the Company’s total shares outstanding, is significantly lower than
our publically traded peers. This circumstance does not impact the fair value of the
Company, however based on our evaluation of third party market data we believe it does
lead to an inherent marketability discount impacting our stock price.
|
Revenues for the
|
|||||||||||||||||
Three Months Ended September 30,
|
|||||||||||||||||
(dollars in millions)
|
2010
|
2009
|
$ Change
|
% Change
|
|||||||||||||
Building
|
$ | 520.6 | $ | 1,017.8 | $ | (497.2) | (48.9%) | ||||||||||
Civil
|
169.9 | 72.6 | 97.3 | 134.0% | |||||||||||||
Management Services
|
41.3 | 78.4 | (37.1) | (47.3%) | |||||||||||||
Total
|
$ | 731.8 | $ | 1,168.8 | $ | (437.0) | (37.4%) |
Income from Construction
|
|||||||||||||||||
Operations for the
|
|||||||||||||||||
Three Months Ended September 30,
|
|||||||||||||||||
(dollars in millions)
|
2010
|
2009
|
$ Change
|
% Change
|
|||||||||||||
Building
|
$ | 28.2 | $ | 38.8 | $ | (10.6) | (27.3%) | ||||||||||
Civil
|
27.3 | 6.3 | 21.0 | 333.3% | |||||||||||||
Management Services
|
2.9 | 8.5 | (5.6) | (65.9%) | |||||||||||||
Corporate
|
(8.4) | (11.1) | 2.7 | 24.3% | |||||||||||||
Total
|
$ | 50.0 | $ | 42.5 | $ | 7.5 | 17.6% |
(dollars in millions)
|
September 30, 2010
|
September 30, 2009
|
$ Change
|
% Change
|
|||||||||||||
Three months ended
|
|||||||||||||||||
Other Income (Expense), net
|
$ | 0.4 | $ | 0.5 | $ | (0.1) | (20.0%) | ||||||||||
Interest Expense
|
1.6 | 2.0 | (0.4) | (20.0%) | |||||||||||||
Provision for Income Taxes
|
17.8 | 14.3 | 3.5 | 24.5% |
Revenues for the
|
|||||||||||||||||
Nine Months Ended September 30,
|
|||||||||||||||||
(dollars in millions)
|
2010
|
2009
|
$ Change
|
% Change
|
|||||||||||||
Building
|
$ | 1,870.1 | $ | 3,576.7 | $ | (1,706.6) | (47.7%) | ||||||||||
Civil
|
492.0 | 259.2 | 232.8 | 89.8% | |||||||||||||
Management Services
|
149.2 | 233.9 | (84.7) | (36.2%) | |||||||||||||
Total
|
$ | 2,511.3 | $ | 4,069.8 | $ | (1,558.5) | (38.3%) |
Income from Construction
|
|||||||||||||||||
Operations for the
|
|||||||||||||||||
Nine Months Ended September 30,
|
|||||||||||||||||
(dollars in millions)
|
2010
|
2009
|
$ Change
|
% Change
|
|||||||||||||
Building
|
$ | 90.2 | $ | 120.2 | $ | (30.0) | (25.0%) | ||||||||||
Civil
|
65.3 | 40.7 | 24.6 | 60.4% | |||||||||||||
Management Services
|
12.9 | 38.4 | (25.5) | (66.4%) | |||||||||||||
Corporate
|
(28.4) | (30.4) | 2.0 | 6.6% | |||||||||||||
Total
|
$ | 140.0 | $ | 168.9 | $ | (28.9) | (17.1%) |
(dollars in millions)
|
September 30, 2010
|
September 30, 2009
|
$ Change
|
% Change
|
|||||||||||||
Nine months ended
|
|||||||||||||||||
Other Income (Expense), net
|
$ | (0.4) | $ | 2.4 | $ | (2.8) | (116.7%) | ||||||||||
Interest Expense
|
6.4 | 6.1 | 0.3 | 4.9% | |||||||||||||
Provision for Income Taxes
|
48.6 | 60.6 | (12.0) | (19.8%) |
Nine Months Ended September 30,
|
|||||||||
(dollars in millions)
|
2010
|
2009
|
|||||||
Cash flows from:
|
|||||||||
Operating activities
|
$ | (35.9) | $ | (52.1) | |||||
Investing activities
|
(37.6) | (30.0) | |||||||
Financing activities
|
(61.7) | 31.6 | |||||||
Net (decrease) increase in cash
|
(135.2) | (50.5) | |||||||
Cash at beginning of year
|
348.3 | 386.2 | |||||||
Cash at end of period
|
$ | 213.1 | $ | 335.7 |
|
·
|
our ability to convert backlog into revenue;
|
|
·
|
our ability to successfully and timely complete construction projects;
|
|
·
|
the potential delay, suspension, termination or reduction in scope of a construction project;
|
|
·
|
the continuing validity of the underlying assumptions and estimates of total forecasted project revenues, costs and profits and project schedules;
|
|
·
|
the outcomes of pending or future litigation, arbitration or other dispute resolution proceedings;
|
|
·
|
the availability of borrowed funds on terms acceptable to us;
|
|
·
|
the ability to retain certain members of management;
|
|
·
|
the ability to obtain surety bonds to secure our performance under certain construction contracts;
|
|
·
|
possible labor disputes or work stoppages within the construction industry;
|
|
·
|
changes in federal and state appropriations for infrastructure projects;
|
|
·
|
possible changes or developments in worldwide or domestic political, social, economic, business, industry, market and regulatory conditions or circumstances;
|
|
·
|
actions taken or not taken by third parties including our customers, suppliers, business partners, and competitors and legislative, regulatory, judicial and other governmental authorities and officials; and
|
|
·
|
other risks and uncertainties discussed under the heading “Risk Factors” in our amended Annual Report on
|
|
Form 10-K/A for the year ended December 31, 2009 filed with the Securities and Exchange Commission on August 6, 2010.
|
Period |
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||||||||
July 1, 2010 – July 31, 2010
|
1,377,637 | $ | 18.04 | 1,377,637 | $ | 32,146,727 | ||||||||||
August 1, 2010 – August 31, 2010
|
170,112 | $ | 19.60 | 170,112 | $ | 28,812,431 | ||||||||||
September 1, 2010 – September 30, 2010
|
- | - | - | $ | 28,812,431 | |||||||||||
Total
|
1,547,749 | $ | 18.21 | 1,547,749 |
Exhibit 2.1
|
Agreement and Plan of Merger, dated as of April 2, 2008, by and among Perini Corporation, Trifecta Acquisition LLC, Tutor-Saliba Corporation, Ronald N. Tutor and shareholders of Tutor-Saliba Corporation signatory thereto (incorporated by reference to Exhibit 2.1 to Form 8-K filed on April 7, 2008).
|
Exhibit 2.2
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 28, 2008, by and among Perini Corporation, Trifecta Acquisition LLC, Tutor-Saliba Corporation, Ronald N. Tutor and shareholders of Tutor-Saliba Corporation signatory thereto (incorporated by reference to Exhibit 2.2 to Form 10-Q filed on August 8, 2008).
|
Exhibit 3.1
|
Restated Articles of Organization (incorporated by reference to Exhibit 4 to Form S-2 (File No. 33-28401) filed on April 28, 1989).
|
Exhibit 3.2
|
Articles of Amendment to the Restated Articles of Organization of Perini Corporation (incorporated by reference to Exhibit 3.2 to Form S-1 (File No. 333-111338) filed on December 19, 2003).
|
Exhibit 3.3
|
Articles of Amendment to the Restated Articles of Organization of Perini Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 12, 2000).
|
Exhibit 3.4
|
Articles of Amendment to the Restated Articles of Organization of Perini Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on September 11, 2008).
|
Exhibit 3.5
|
Articles of Amendment to the Restated Articles of Organization of Perini Corporation (incorporated by reference to Exhibit 3.5 to Form 10-Q filed on August 10, 2009).
|
Exhibit 3.6
|
Second Amended and Restated By-laws of Tutor Perini Corporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on November 24, 2009).
|
Exhibit 4.1
|
Shareholders Agreement, dated April 2, 2008, by and among Tutor Perini Corporation, Ronald N. Tutor and the shareholders of Tutor-Saliba Corporation signatory thereto (incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 7, 2008).
|
Exhibit 4.2
|
Amendment No. 1 to the Shareholders Agreement, dated as of September 17, 2010, by and between Tutor Perini Corporation and Ronald N. Tutor, as shareholder representative (incorporated by reference to Exhibit 4.1 to Form 8-K filed on September 20, 2010).
|
Exhibit 4.3
|
Indenture, dated October 20, 2010, by and among Tutor Perini Corporation, certain subsidiary guarantors named therein and Wilmington Trust FSB, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 21, 2010).
|
Exhibit 4.4
|
Registration Rights Agreement dated October 20, 2010, by and among Tutor Perini Corporation, certain subsidiary guarantors named therein and the initial purchasers named therein (incorporated by reference to Exhibit 4.2 to Form 8-K filed on October 21, 2010).
|
Exhibit 10.1
|
Second Amendment dated January 13, 2010 to the Third Amended and Restated Credit Agreement among Tutor Perini Corporation, the subsidiaries of Tutor Perini identified therein, and Bank of America, N.A., and the other lenders that are parties thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 21, 2010).
|
Exhibit 10.2
|
Extension of Supplemental Facility, dated July 16, 2010, to the Third Amended and Restated Credit Agreement among Tutor Perini Corporation, the subsidiaries of Tutor Perini identified therein, and Bank of America, N.A., and the other lenders that are parties thereto (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 6, 2010).
|
Exhibit 10.3
|
Purchase Agreement, dated October 15, 2010, by and among Tutor Perini Corporation, certain subsidiary guarantors named therein and Deutsche Bank Securities Inc., as representatives of the several initial purchasers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 21, 2010).
|
Exhibit 10.4
|
Third Amendment dated October 4, 2010, effective October 20, 2010 to the Third Amended and Restated Credit Agreement among Tutor Perini Corporation, the subsidiaries of Tutor Perini identified therein, and Bank of America, N.A., and the other lenders that are parties thereto (incorporated by reference to Exhibit 10.2 to Form 8-K filed on October 21, 2010).
|
Exhibit 31.1
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 – filed herewith.
|
Exhibit 31.2
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 – filed herewith.
|
*Exhibit 32.1
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith.
|
*Exhibit 32.2
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith.
|
Tutor Perini Corporation
|
|
Registrant
|
|
Date: November 4, 2010
|
/s/Kenneth R. Burk
|
Kenneth R. Burk, Executive Vice President and Chief Financial Officer
|
|
Duly Authorized Officer and Principal Financial Officer
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. Allen is the former Chairman and Chief Executive Officer of Deere & Co., a farm machinery and equipment company. He held the position of Chairman at Deere from 2010 until his retirement from the board of directors in 2020. He served in the role of President and Chief Executive Officer at Deere from 2009 until 2010 after serving as President and Chief Operating Officer from June to August 2009. Mr. Allen joined Deere & Co. in 1975 and from that time he held positions of increasing responsibility in the Consumer Products Division, Worldwide Construction & Forestry Division, John Deere Power Systems, and the Worldwide Agricultural Division, including managing operations in Latin America, China and East Asia, and Australia. | |||
Rudy Wilson Independent Director Director since: 2023 Age: 49 Committees: • Audit • Finance | |||
Mr. Kramer served as Chairman, Chief Executive Officer, and President of The Goodyear Tire & Rubber Company, a global manufacturer, marketer, and distributor of tires, from 2010 until his retirement in January 2024. Mr. Kramer joined Goodyear in March 2000 and held various positions at Goodyear, including Chief Operating Officer from June 2009 to April 2010; President, North American Tire from March 2007 to April 2010; Executive Vice President and Chief Financial Officer from June 2004 to August 2007; Senior Vice President, Strategic Planning and Restructuring from September 2003 to June 2004; Vice President, Finance, North American Tire from July 2002 to September 2003; and Vice President, Corporate Finance from March 2000 to July 2002. Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, where he held positions of increasing responsibility, including Partner, Consumer Products. | |||
Mr. Bitzer has been Chairman of the Board of Whirlpool Corporation since 2019 and a director since 2015. He has been President and Chief Executive Officer of Whirlpool Corporation since 2017. He served as President and Chief Operating Officer of Whirlpool Corporation from 2015 to 2017. Prior to this role, he was Vice Chairman, Whirlpool Corporation, a position he held from 2014 to 2015. Mr. Bitzer had been President of Whirlpool North America and Whirlpool Europe, Middle East, and Africa after holding other positions of increasing responsibility since 1999. Prior to joining Whirlpool, Mr. Bitzer was a Vice President with the Boston Consulting Group. | |||
John G. Morikis Independent Director Director since: February 17, 2025 Age: 61 Committees: • Corporate Governance and Nominating • Human Resources Other Public Company Boards • The Sherwin-Williams Company (2015 – April 2025)* • General Mills, Inc. (since 2024) Prior Public Company Boards • Fortune Brands Innovations, Inc. (2012 – 2024) *On November 13, 2024, The Sherwin-Williams Company announced that Mr. Morikis will retire from its Board of Directors in April 2025 | |||
John D. Liu Independent Director Director since: 2010 Age: 56 Committees : • Finance (Chair) • Audit Other Public Company Boards • Amkor Technology, Inc. (Since December 2024) Prior Public Company Boards • Greenhill & Co. Inc. (2017 – 2023) | |||
Jennifer A. LaClair Independent Director Director since: 2020 Age: 53 Committees : • Audit (Chair) • Corporate Governance and Nominating | |||
James M. Loree Independent Director Director since: 2017 Age: 66 Committees : • Audit • Finance Other Public Company Boards • United Natural Foods, Inc. (since 2023) Prior Public Company Boards • Stanley Black & Decker Inc., (2016 – 2022) • Harsco Corporation (2010 – 2016); Audit Committee Chairman (2012 – 2016) | |||
Harish Manwani Independent Director Director since: 2011 Age: 71 Committees : • Corporate Governance and Nominating • Human Resources Other Public Company Boards • Gilead Sciences, Inc. (since 2018) Prior Public Company Boards • Nielsen Holdings plc (2015 –2021) • Qualcomm Inc. (2014 – 2022) | |||
Greg Creed Independent Director Director since: 2017 Age: 67 Committees : • Corporate Governance & Nominating • Human Resources Other Public Company Boards • Aramark (since 2020) • Delta Airlines, Inc. (since 2022) Prior Public Company Boards • Sow Good Inc. (2020 – 2022) • Yum! Brands, Inc. (2014 – 2020) • International Game Technology (2010 – 2015) | |||
Gerri T. Elliott Independent Director Director since: 2014 Age: 68 Committees : • Finance • Human Resources Prior Public Company Boards • Marqeta, Inc. (2021 – 2024) • Marvell Technology Group Ltd. (2017 – 2018) • Mimecast Limited (2017 – 2018) • Imperva, Inc. (2015 – 2018) • Bed Bath & Beyond, Inc. (2014 – 2017) | |||
Diane M. Dietz Independent Director Director since: 2013 Age: 59 Committees : • Human Resources (Chair) • Finance |
Name and Principal Position | Year |
Salary ($) |
Bonus
($) |
Stock
Awards ($) |
Option
Awards ($) |
Non-Equity
Incentive Plan Compensation ($) |
Change in
Qualified
|
All Other
Compensation ($) |
Total ($) |
||||||||||||||||||||||||||||||||||||
Marc R. Bitzer Chairman and Chief Executive Officer |
2024 | 1,348,333 | — | 6,387,167 | 3,299,997 | 1,409,200 | 1,059,620 | 413,030 | 13,917,347 | ||||||||||||||||||||||||||||||||||||
2023 | 1,315,000 | — | 6,717,530 | 3,299,969 | 841,600 | 990,731 | 339,971 | 13,504,801 | |||||||||||||||||||||||||||||||||||||
2022 | 1,315,000 | — | 7,076,393 | 3,299,960 | — | — | 248,680 | 11,940,033 | |||||||||||||||||||||||||||||||||||||
James W. Peters Executive Vice President, Chief Financial and Administrative Officer and President, Whirlpool Asia |
2024 | 895,833 | — | 3,675,649 | 971,981 | 672,750 | 356,092 | 119,379 | 6,691,684 | ||||||||||||||||||||||||||||||||||||
2023 | 870,833 | — | 1,923,559 | 944,983 | 402,500 | 475,213 | 136,882 | 4,753,970 | |||||||||||||||||||||||||||||||||||||
2022 | 841,667 | — | 1,968,546 | 917,967 | — | — | 139,965 | 3,868,145 | |||||||||||||||||||||||||||||||||||||
Carey L. Martin Executive Vice President, Chief Human Resources and Corporate Relations Officer |
2024 | 696,667 | — | 1,913,279 | 524,987 | 511,875 | 85,298 | 56,027 | 3,788,133 | ||||||||||||||||||||||||||||||||||||
2023 | 676,667 | — | 1,038,059 | 509,967 | 204,000 | 142,736 | 57,034 | 2,628,463 | |||||||||||||||||||||||||||||||||||||
Alessandro Perucchetti Executive Vice President and President, Whirlpool North America |
2024 | 670,000 | — | 778,052 | 401,996 | 435,500 | 83,325 | 133,337 | 2,502,210 | ||||||||||||||||||||||||||||||||||||
Juan Carlos Puente Executive Vice President and President, Whirlpool Latin America |
2024 | 688,333 | — | 401,228 | 207,287 | 550,944 | — | 109,203 | 1,956,995 | ||||||||||||||||||||||||||||||||||||
Gilles Morel Former Executive Vice President and President, EMEA |
2024 | 805,015 | 3,240,000 | 824,437 | 425,974 | 526,500 | — | 209,463 | 6,031,390 | ||||||||||||||||||||||||||||||||||||
2023 | 774,277 | — | 810,106 | 397,992 | 466,560 | — | 86,922 | 2,535,857 | |||||||||||||||||||||||||||||||||||||
2022 | 732,983 | — | 890,851 | 415,445 | — | — | 128,193 | 2,167,472 | |||||||||||||||||||||||||||||||||||||
Ava Harter Former Executive Vice President and Chief Legal Officer |
2024 | 128,095 | — | 961,529 | 496,777 | — | — | 1,678,673 | 3,265,074 | ||||||||||||||||||||||||||||||||||||
2023 | 666,667 | — | 981,893 | 482,367 | 201,000 | 57,869 | 39,842 | 2,429,638 |
Customers
Customer name | Ticker |
---|---|
Vulcan Materials Company | VMC |
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Peters James W | - | 40,764 | 4,402 |
Peters James W | - | 40,570 | 4,907 |
Martin Carey L | - | 25,742 | 215 |
ALLEN SAMUEL R | - | 22,156 | 0 |
Martin Carey L | - | 21,007 | 65 |
Puente Juan Carlos | - | 19,070 | 0 |
Puente Juan Carlos | - | 17,699 | 0 |
Beaufils Ludovic | - | 13,326 | 1,760 |
Warner Roxanne | - | 8,386 | 265 |
Conley Christopher S | - | 3,514 | 80 |
DICAMILLO GARY T | - | 2,480 | 0 |
Conley Christopher S | - | 2,384 | 76 |
Bitzer Marc R | - | 0 | 3,062 |
Bitzer Marc R | - | 0 | 8,565 |