Separate Financial Information of Subsidiary Guarantors of Indebtedness (Tables)
|
12 Months Ended |
Dec. 31, 2013
|
Separate Financial Information of Subsidiary Guarantors of Indebtedness |
|
Condensed Consolidating Balance Sheet |
CONDENSED CONSOLIDATING BALANCE SHEET - DECEMBER 31, 2013
(in thousands)
|
|
Tutor |
|
|
|
Non- |
|
|
|
|
|
|
|
Perini |
|
Guarantor |
|
Guarantor |
|
|
|
Total |
|
|
|
Corporation |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
88,995 |
|
$ |
18,031 |
|
$ |
12,897 |
|
$ |
— |
|
$ |
119,923 |
|
Restricted cash |
|
18,833 |
|
8,040 |
|
15,721 |
|
— |
|
42,594 |
|
Accounts receivable, including retainage |
|
208,227 |
|
1,126,012 |
|
47,958 |
|
(90,951 |
) |
1,291,246 |
|
Costs and estimated earnings in excess of billings |
|
99,779 |
|
505,979 |
|
152 |
|
(32,662 |
) |
573,248 |
|
Deferred income taxes |
|
— |
|
15,866 |
|
— |
|
(7,626 |
) |
8,240 |
|
Other current assets |
|
37,605 |
|
26,234 |
|
24,462 |
|
(37,632 |
) |
50,669 |
|
Total current assets |
|
453,439 |
|
1,700,162 |
|
101,190 |
|
(168,871 |
) |
2,085,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term investments |
|
46,283 |
|
— |
|
— |
|
— |
|
46,283 |
|
Property and equipment, net |
|
77,562 |
|
415,993 |
|
4,570 |
|
— |
|
498,125 |
|
Intercompany notes and receivables |
|
— |
|
428,190 |
|
— |
|
(428,190 |
) |
— |
|
Other assets: |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
— |
|
577,756 |
|
— |
|
— |
|
577,756 |
|
Intangible assets, net |
|
— |
|
113,740 |
|
— |
|
— |
|
113,740 |
|
Investment in subsidiaries |
|
2,181,280 |
|
29 |
|
50 |
|
(2,181,359 |
) |
— |
|
Other |
|
70,269 |
|
10,528 |
|
— |
|
(5,183 |
) |
75,614 |
|
Total assets |
|
$ |
2,828,833 |
|
$ |
3,246,398 |
|
$ |
105,810 |
|
$ |
(2,783,603 |
) |
$ |
3,397,438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
50,578 |
|
$ |
64,080 |
|
$ |
— |
|
$ |
— |
|
$ |
114,658 |
|
Accounts payable, including retainage |
|
162,292 |
|
677,997 |
|
6,039 |
|
(88,103 |
) |
758,225 |
|
Billings in excess of costs and estimated earnings |
|
90,267 |
|
177,285 |
|
34 |
|
— |
|
267,586 |
|
Accrued expenses and other current liabilities |
|
58,232 |
|
99,257 |
|
48,369 |
|
(47,841 |
) |
158,017 |
|
Total current liabilities |
|
361,369 |
|
1,018,619 |
|
54,442 |
|
(135,944 |
) |
1,298,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current maturities |
|
575,356 |
|
84,053 |
|
— |
|
(40,183 |
) |
619,226 |
|
Deferred income taxes |
|
107,448 |
|
6,885 |
|
— |
|
— |
|
114,333 |
|
Other long-term liabilities |
|
114,677 |
|
3,181 |
|
— |
|
— |
|
117,858 |
|
Intercompany notes and advances payable |
|
422,448 |
|
— |
|
23,462 |
|
(445,910 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingencies and commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
1,247,535 |
|
2,133,660 |
|
27,906 |
|
(2,161,566 |
) |
1,247,535 |
|
Total liabilities and stockholders’ equity |
|
$ |
2,828,833 |
|
$ |
3,246,398 |
|
$ |
105,810 |
|
$ |
(2,783,603 |
) |
$ |
3,397,438 |
|
CONDENSED CONSOLIDATING BALANCE SHEET - DECEMBER 31, 2012
(in thousands)
|
|
Tutor |
|
|
|
Non- |
|
|
|
|
|
|
|
Perini |
|
Guarantor |
|
Guarantor |
|
|
|
Total |
|
|
|
Corporation |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
64,663 |
|
$ |
74,385 |
|
$ |
29,008 |
|
$ |
— |
|
$ |
168,056 |
|
Restricted cash |
|
30,236 |
|
8,481 |
|
— |
|
— |
|
38,717 |
|
Accounts receivable |
|
177,856 |
|
1,121,098 |
|
1,088 |
|
(75,429 |
) |
1,224,613 |
|
Costs and estimated earnings in excess of billings |
|
111,821 |
|
377,132 |
|
152 |
|
(24,103 |
) |
465,002 |
|
Deferred income taxes |
|
— |
|
15,823 |
|
— |
|
(5,752 |
) |
10,071 |
|
Other current assets |
|
26,461 |
|
49,993 |
|
2,891 |
|
(3,957 |
) |
75,388 |
|
Total current assets |
|
411,037 |
|
1,646,912 |
|
33,139 |
|
(109,241 |
) |
1,981,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term investments |
|
46,283 |
|
— |
|
— |
|
— |
|
46,283 |
|
Property and equipment, net |
|
64,248 |
|
416,006 |
|
4,841 |
|
— |
|
485,095 |
|
Intercompany notes and receivables |
|
— |
|
493,277 |
|
— |
|
(493,277 |
) |
— |
|
Other assets: |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
— |
|
570,646 |
|
— |
|
— |
|
570,646 |
|
Intangible assets, net |
|
— |
|
126,821 |
|
— |
|
— |
|
126,821 |
|
Investment in subsidiaries |
|
2,122,116 |
|
134 |
|
50 |
|
(2,122,300 |
) |
— |
|
Other |
|
81,198 |
|
9,058 |
|
35,375 |
|
(39,913 |
) |
85,718 |
|
Total assets |
|
$ |
2,724,882 |
|
$ |
3,262,854 |
|
$ |
73,405 |
|
$ |
(2,764,731 |
) |
$ |
3,296,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
42,589 |
|
$ |
25,121 |
|
$ |
— |
|
$ |
— |
|
$ |
67,710 |
|
Accounts payable |
|
97,834 |
|
698,015 |
|
156 |
|
(99,532 |
) |
696,473 |
|
Billings in excess of costs and estimated earnings |
|
95,657 |
|
206,070 |
|
34 |
|
— |
|
301,761 |
|
Accrued expenses and other current liabilities |
|
30,545 |
|
108,589 |
|
38,901 |
|
(9,709 |
) |
168,326 |
|
Total current liabilities |
|
266,625 |
|
1,037,795 |
|
39,091 |
|
(109,241 |
) |
1,234,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current maturities |
|
603,371 |
|
105,922 |
|
— |
|
(39,913 |
) |
669,380 |
|
Deferred income taxes |
|
102,138 |
|
7,762 |
|
— |
|
— |
|
109,900 |
|
Other long-term liabilities |
|
134,874 |
|
4,122 |
|
— |
|
— |
|
138,996 |
|
Intercompany notes and advances payable |
|
474,010 |
|
— |
|
19,267 |
|
(493,277 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingencies and commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
1,143,864 |
|
2,107,253 |
|
15,047 |
|
(2,122,300 |
) |
1,143,864 |
|
|
|
$ |
2,724,882 |
|
$ |
3,262,854 |
|
$ |
73,405 |
|
$ |
(2,764,731 |
) |
$ |
3,296,410 |
| |
Condensed Consolidating Statement of Operations |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2013
(in thousands)
|
|
Tutor |
|
|
|
Non- |
|
|
|
|
|
|
|
Perini |
|
Guarantor |
|
Guarantor |
|
|
|
Total |
|
|
|
Corporation |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
680,440 |
|
$ |
3,315,608 |
|
$ |
— |
|
$ |
179,624 |
|
$ |
4,175,672 |
|
Cost of operations |
|
590,675 |
|
2,960,569 |
|
(22,100 |
) |
179,624 |
|
3,708,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
89,765 |
|
355,039 |
|
22,100 |
|
— |
|
466,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
77,507 |
|
183,723 |
|
1,852 |
|
— |
|
263,082 |
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM CONSTRUCTION OPERATIONS |
|
12,258 |
|
171,316 |
|
20,248 |
|
— |
|
203,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries |
|
122,875 |
|
— |
|
— |
|
(122,875 |
) |
— |
|
Other income (expense), net |
|
(27,162 |
) |
8,075 |
|
512 |
|
— |
|
(18,575 |
) |
Interest expense |
|
(41,987 |
) |
(3,645 |
) |
— |
|
— |
|
(45,632 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
65,984 |
|
175,746 |
|
20,760 |
|
(122,875 |
) |
139,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes |
|
21,312 |
|
(65,852 |
) |
(7,779 |
) |
— |
|
(52,319 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
$ |
87,296 |
|
$ |
109,894 |
|
$ |
12,981 |
|
$ |
(122,875 |
) |
$ |
87,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income of Subsidiaries |
|
(1,293 |
) |
— |
|
— |
|
1,293 |
|
— |
|
Change in pension benefit plans assets/liabilities |
|
10,910 |
|
— |
|
— |
|
— |
|
10,910 |
|
Foreign currency translation |
|
— |
|
(738 |
) |
— |
|
— |
|
(738 |
) |
Change in fair value of investments |
|
— |
|
(555 |
) |
— |
|
— |
|
(555 |
) |
Change in fair value of interest rate swap |
|
578 |
|
— |
|
— |
|
— |
|
578 |
|
Total other comprehensive income (loss) |
|
10,195 |
|
(1,293 |
) |
— |
|
1,293 |
|
10,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income (Loss) |
|
$ |
97,491 |
|
$ |
108,601 |
|
$ |
12,981 |
|
$ |
(121,582 |
) |
$ |
97,491 |
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2012
(in thousands)
|
|
Tutor |
|
|
|
Non- |
|
|
|
|
|
|
|
Perini |
|
Guarantor |
|
Guarantor |
|
|
|
Total |
|
|
|
Corporation |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
429,926 |
|
$ |
3,769,814 |
|
$ |
— |
|
$ |
(88,269 |
) |
$ |
4,111,471 |
|
Cost of operations |
|
375,914 |
|
3,421,877 |
|
(13,183 |
) |
(88,269 |
) |
3,696,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
54,012 |
|
347,937 |
|
13,183 |
|
— |
|
415,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
71,983 |
|
186,831 |
|
1,555 |
|
— |
|
260,369 |
|
Goodwill and intangible assets impairment |
|
— |
|
376,574 |
|
— |
|
— |
|
376,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM CONSTRUCTION OPERATIONS |
|
(17,971 |
) |
(215,468 |
) |
11,628 |
|
— |
|
(221,811 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries |
|
(225,100 |
) |
— |
|
— |
|
225,100 |
|
— |
|
Other income (expense), net |
|
(2,603 |
) |
382 |
|
364 |
|
— |
|
(1,857 |
) |
Interest expense |
|
(40,067 |
) |
(4,107 |
) |
— |
|
— |
|
(44,174 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
(285,741 |
) |
(219,193 |
) |
11,992 |
|
225,100 |
|
(267,842 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes |
|
20,341 |
|
(13,155 |
) |
(4,744 |
) |
— |
|
2,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
$ |
(265,400 |
) |
$ |
(232,348 |
) |
$ |
7,248 |
|
$ |
225,100 |
|
$ |
(265,400 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income of subsidiaries |
|
620 |
|
— |
|
— |
|
(620 |
) |
— |
|
Tax adjustment on minimum pension liability |
|
(1,610 |
) |
— |
|
— |
|
— |
|
(1,610 |
) |
Foreign currency translation |
|
— |
|
382 |
|
— |
|
— |
|
382 |
|
Change in fair value of investments |
|
— |
|
238 |
|
— |
|
— |
|
238 |
|
Change in fair value of interest rate swap |
|
(974 |
) |
— |
|
— |
|
— |
|
(974 |
) |
Realized loss on sale of investments recorded in net income (loss) |
|
2,005 |
|
— |
|
— |
|
— |
|
2,005 |
|
Total other comprehensive income (loss) |
|
41 |
|
620 |
|
— |
|
(620 |
) |
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income (Loss) |
|
$ |
(265,359 |
) |
$ |
(231,728 |
) |
$ |
7,248 |
|
$ |
224,480 |
|
$ |
(265,359 |
) |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2011
(in thousands)
|
|
Tutor |
|
|
|
Non- |
|
|
|
|
|
|
|
Perini |
|
Guarantor |
|
Guarantor |
|
|
|
Total |
|
|
|
Corporation |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
300,791 |
|
$ |
3,630,262 |
|
$ |
— |
|
$ |
(214,736 |
) |
$ |
3,716,317 |
|
Cost of operations |
|
260,251 |
|
3,288,739 |
|
(13,278 |
) |
(214,736 |
) |
3,320,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
40,540 |
|
341,523 |
|
13,278 |
|
— |
|
395,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
64,472 |
|
160,926 |
|
1,567 |
|
— |
|
226,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM CONSTRUCTION OPERATIONS |
|
(23,932 |
) |
180,597 |
|
11,711 |
|
— |
|
168,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of subsidiaries |
|
118,521 |
|
— |
|
— |
|
(118,521 |
) |
— |
|
Other income (expense), net |
|
5,292 |
|
(919 |
) |
48 |
|
— |
|
4,421 |
|
Interest expense |
|
(32,741 |
) |
(3,009 |
) |
— |
|
— |
|
(35,750 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
67,140 |
|
176,669 |
|
11,759 |
|
(118,521 |
) |
137,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes |
|
19,008 |
|
(65,544 |
) |
(4,363 |
) |
— |
|
(50,899 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
$ |
86,148 |
|
$ |
111,125 |
|
$ |
7,396 |
|
$ |
(118,521 |
) |
$ |
86,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income of subsidiaries |
|
(534 |
) |
— |
|
— |
|
534 |
|
— |
|
Tax adjustment on minimum pension liability |
|
(7,041 |
) |
— |
|
— |
|
— |
|
(7,041 |
) |
Foreign currency translation |
|
— |
|
(733 |
) |
— |
|
— |
|
(733 |
) |
Change in fair value of investments |
|
— |
|
199 |
|
— |
|
— |
|
199 |
|
Total other comprehensive income (loss) |
|
(7,575 |
) |
(534 |
) |
— |
|
534 |
|
(7,575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income (Loss) |
|
$ |
78,573 |
|
$ |
110,591 |
|
$ |
7,396 |
|
$ |
(117,987 |
) |
$ |
78,573 |
| |
Condensed Consolidating Statement of Cash Flows |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2013
(in thousands)
|
|
Tutor |
|
|
|
Non- |
|
|
|
|
|
|
|
Perini |
|
Guarantor |
|
Guarantor |
|
|
|
Total |
|
|
|
Corporation |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
87,296 |
|
$ |
109,894 |
|
$ |
12,981 |
|
$ |
(122,875 |
) |
$ |
87,296 |
|
Adjustments to reconcile net (loss) income to net cash from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
10,893 |
|
48,246 |
|
271 |
|
— |
|
59,410 |
|
Equity in earnings of subsidiaries |
|
(122,875 |
) |
— |
|
— |
|
122,875 |
|
— |
|
Stock-based compensation expense |
|
6,623 |
|
— |
|
— |
|
— |
|
6,623 |
|
Excess income tax benefit from stock-based compensation |
|
(1,148 |
) |
— |
|
— |
|
— |
|
(1,148 |
) |
Deferred income taxes |
|
921 |
|
8,088 |
|
— |
|
— |
|
9,009 |
|
(Gain) loss on sale of property and equipment |
|
— |
|
49 |
|
— |
|
— |
|
49 |
|
Other non-cash items |
|
(4,341 |
) |
622 |
|
— |
|
— |
|
(3,719 |
) |
Other long-term liabilities |
|
24,359 |
|
(1,252 |
) |
— |
|
— |
|
23,107 |
|
Changes in other components of working capital |
|
72,359 |
|
(184,543 |
) |
(17,715 |
) |
— |
|
(129,899 |
) |
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES |
|
74,087 |
|
(18,896 |
) |
(4,463 |
) |
— |
|
50,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment |
|
(21,267 |
) |
(21,093 |
) |
— |
|
— |
|
(42,360 |
) |
Proceeds from sale of property and equipment |
|
6 |
|
2,657 |
|
— |
|
— |
|
2,663 |
|
Change in restricted cash |
|
11,403 |
|
441 |
|
(15,721 |
) |
— |
|
(3,877 |
) |
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES |
|
(9,858 |
) |
(17,995 |
) |
(15,721 |
) |
— |
|
(43,574 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from debt |
|
627,520 |
|
25,760 |
|
— |
|
— |
|
653,280 |
|
Repayment of debt |
|
(647,795 |
) |
(29,000 |
) |
— |
|
— |
|
(676,795 |
) |
Business acquisition related payments |
|
(31,038 |
) |
— |
|
— |
|
— |
|
(31,038 |
) |
Excess income tax benefit from stock-based compensation |
|
1,148 |
|
— |
|
— |
|
— |
|
1,148 |
|
Issuance of common stock and effect of cashless exercise |
|
(1,882 |
) |
— |
|
— |
|
— |
|
(1,882 |
) |
Increase (decrease) in intercompany advances |
|
12,150 |
|
(16,223 |
) |
4,073 |
|
— |
|
— |
|
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES |
|
(39,897 |
) |
(19,463 |
) |
4,073 |
|
— |
|
(55,287 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
24,332 |
|
(56,354 |
) |
(16,111 |
) |
— |
|
(48,133 |
) |
Cash and Cash Equivalents at Beginning of Year |
|
64,663 |
|
74,385 |
|
29,008 |
|
— |
|
168,056 |
|
Cash and Cash Equivalents at End of Year |
|
$ |
88,995 |
|
$ |
18,031 |
|
$ |
12,897 |
|
$ |
— |
|
$ |
119,923 |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2012
(in thousands)
|
|
Tutor |
|
|
|
Non- |
|
|
|
|
|
|
|
Perini |
|
Guarantor |
|
Guarantor |
|
|
|
Total |
|
|
|
Corporation |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(265,400 |
) |
$ |
(232,348 |
) |
$ |
7,248 |
|
$ |
225,100 |
|
$ |
(265,400 |
) |
Adjustments to reconcile net (loss) income to net cash from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Goodwill and intangible assets impairment |
|
— |
|
376,574 |
|
— |
|
— |
|
376,574 |
|
Depreciation and amortization |
|
5,373 |
|
55,812 |
|
272 |
|
— |
|
61,457 |
|
Equity in earnings of subsidiaries |
|
225,100 |
|
— |
|
— |
|
(225,100 |
) |
— |
|
Stock-based compensation expense |
|
9,470 |
|
— |
|
— |
|
— |
|
9,470 |
|
Adjustment of interest rate swap to fair value |
|
264 |
|
— |
|
— |
|
— |
|
264 |
|
Deferred income taxes |
|
(20,220 |
) |
(5,386 |
) |
— |
|
— |
|
(25,606 |
) |
Loss on sale of investments |
|
2,699 |
|
— |
|
— |
|
— |
|
2,699 |
|
Loss on sale of property and equipment |
|
— |
|
316 |
|
— |
|
— |
|
316 |
|
Other non-cash items |
|
(228 |
) |
376 |
|
— |
|
— |
|
148 |
|
Other long-term liabilities |
|
(2,518 |
) |
(2,586 |
) |
— |
|
— |
|
(5,104 |
) |
Changes in other components of working capital |
|
25,251 |
|
(268,525 |
) |
20,593 |
|
— |
|
(222,681 |
) |
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES |
|
(20,209 |
) |
(75,767 |
) |
28,113 |
|
— |
|
(67,863 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment |
|
(15,041 |
) |
(26,311 |
) |
— |
|
— |
|
(41,352 |
) |
Proceeds from sale of property and equipment |
|
364 |
|
11,395 |
|
— |
|
— |
|
11,759 |
|
Investment in available-for-sale securities |
|
— |
|
(535 |
) |
— |
|
— |
|
(535 |
) |
Proceeds from sale of available-for-sale securities |
|
16,553 |
|
— |
|
— |
|
— |
|
16,553 |
|
Change in restricted cash |
|
(3,251 |
) |
(29 |
) |
— |
|
— |
|
(3,280 |
) |
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES |
|
(1,375 |
) |
(15,480 |
) |
— |
|
— |
|
(16,855 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from debt |
|
688,425 |
|
— |
|
— |
|
— |
|
688,425 |
|
Repayment of debt |
|
(601,282 |
) |
(24,840 |
) |
— |
|
— |
|
(626,122 |
) |
Business acquisition related payments |
|
(11,462 |
) |
— |
|
— |
|
— |
|
(11,462 |
) |
Issuance of common stock and effect of cashless exercise |
|
(308 |
) |
— |
|
— |
|
— |
|
(308 |
) |
Debt issuance costs |
|
(1,999 |
) |
— |
|
— |
|
— |
|
(1,999 |
) |
Increase (decrease) in intercompany advances |
|
(122,063 |
) |
137,980 |
|
(15,917 |
) |
— |
|
— |
|
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES |
|
(48,689 |
) |
113,140 |
|
(15,917 |
) |
— |
|
48,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
(70,273 |
) |
21,893 |
|
12,196 |
|
— |
|
(36,184 |
) |
Cash and Cash Equivalents at Beginning of Year |
|
134,936 |
|
52,492 |
|
16,812 |
|
— |
|
204,240 |
|
Cash and Cash Equivalents at End of Year |
|
$ |
64,663 |
|
$ |
74,385 |
|
$ |
29,008 |
|
$ |
— |
|
$ |
168,056 |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2011
(in thousands)
|
|
Tutor |
|
|
|
Non- |
|
|
|
|
|
|
|
Perini |
|
Guarantor |
|
Guarantor |
|
|
|
Total |
|
|
|
Corporation |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
86,148 |
|
$ |
111,125 |
|
$ |
7,396 |
|
$ |
(118,521 |
) |
$ |
86,148 |
|
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
6,143 |
|
41,194 |
|
294 |
|
— |
|
47,631 |
|
Equity in earnings of subsidiaries |
|
(118,521 |
) |
— |
|
— |
|
118,521 |
|
— |
|
Stock-based compensation expense |
|
8,818 |
|
— |
|
— |
|
— |
|
8,818 |
|
Adjustment of investments to fair value |
|
4,750 |
|
— |
|
— |
|
— |
|
4,750 |
|
Excess income tax benefit from stock-based compensation |
|
(18 |
) |
— |
|
— |
|
— |
|
(18 |
) |
Deferred income taxes |
|
8,054 |
|
2,800 |
|
— |
|
— |
|
10,854 |
|
Loss on sale of investments |
|
10 |
|
— |
|
— |
|
— |
|
10 |
|
(Gain) loss on sale of property and equipment |
|
(142 |
) |
(584 |
) |
— |
|
— |
|
(726 |
) |
Gain on bargain purchase |
|
(47 |
) |
— |
|
— |
|
— |
|
(47 |
) |
Other non-cash items |
|
(659 |
) |
58 |
|
— |
|
— |
|
(601 |
) |
Other long-term liabilities |
|
(9,964 |
) |
(3,855 |
) |
— |
|
— |
|
(13,819 |
) |
Changes in other components of working capital |
|
(18,898 |
) |
(164,460 |
) |
8,738 |
|
— |
|
(174,620 |
) |
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES |
|
(34,326 |
) |
(13,722 |
) |
16,428 |
|
— |
|
(31,620 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
Acquisition, net of cash balance acquired |
|
(341,898 |
) |
— |
|
— |
|
— |
|
(341,898 |
) |
Acquisition of property and equipment |
|
(24,549 |
) |
(42,198 |
) |
— |
|
— |
|
(66,747 |
) |
Proceeds from sale of property and equipment |
|
20 |
|
10,029 |
|
— |
|
— |
|
10,049 |
|
Proceeds from sale of available-for-sale securities |
|
21,200 |
|
8,991 |
|
— |
|
— |
|
30,191 |
|
Change in restricted cash |
|
(3,435 |
) |
(3,381 |
) |
— |
|
— |
|
(6,816 |
) |
NET CASH USED BY INVESTING ACTIVITIES |
|
(348,662 |
) |
(26,559 |
) |
— |
|
— |
|
(375,221 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from debt |
|
599,832 |
|
101,921 |
|
— |
|
— |
|
701,753 |
|
Repayment of debt |
|
(488,592 |
) |
(66,377 |
) |
— |
|
— |
|
(554,969 |
) |
Business acquisition related payments |
|
(1,904 |
) |
— |
|
— |
|
|
|
(1,904 |
) |
Excess income tax benefit from stock-based compensation |
|
18 |
|
— |
|
— |
|
— |
|
18 |
|
Issuance of common stock and effect of cashless exercise |
|
(191 |
) |
— |
|
— |
|
— |
|
(191 |
) |
Debt issuance costs |
|
(5,004 |
) |
— |
|
— |
|
— |
|
(5,004 |
) |
Increase (decrease) in intercompany advances |
|
191,609 |
|
(162,857 |
) |
(28,752 |
) |
— |
|
— |
|
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES |
|
295,768 |
|
(127,313 |
) |
(28,752 |
) |
— |
|
139,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Cash and Cash Equivalents |
|
(87,220 |
) |
(167,594 |
) |
(12,324 |
) |
— |
|
(267,138 |
) |
Cash and Cash Equivalents at Beginning of Year |
|
222,156 |
|
220,086 |
|
29,136 |
|
— |
|
471,378 |
|
Cash and Cash Equivalents at End of Year |
|
$ |
134,936 |
|
$ |
52,492 |
|
$ |
16,812 |
|
$ |
— |
|
$ |
204,240 |
| |